Norfolk Southern (NYSE: NSC) COO gets 4,287 RSUs, boosts stock holdings

Rhea-AI Filing Summary

Norfolk Southern Corporation EVP & Chief Operating Officer John F. Orr reported equity compensation activity dated January 30, 2026. He received a grant of 4,287 restricted stock units (RSUs) under the company’s Long-Term Incentive Plan, each unit representing the economic equivalent of one share of common stock.

On the same date, previously granted RSUs vested, converting 803 and 702 units from earlier awards into the same number of common shares. To cover tax withholding on these vestings, the company withheld 191 and 219 common shares at a price of $289.235 per share. After these transactions, Orr directly owned 6,291 shares of Norfolk Southern common stock and held 23,941 RSUs outstanding.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Orr John F

(Last) (First) (Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		M		803	A	$0.0000(1)	5,999	D
Common Stock	01/30/2026		M		702	A	$0.0000(2)	6,701	D
Common Stock	01/30/2026		F		191	D	$289.235	6,510	D
Common Stock	01/30/2026		F		219	D	$289.235	6,291	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	01/30/2026		A(3)		4,287(3)		(3)	(3)	Common Stock	4,287	(3)	25,446	D
Restricted Stock Units	(2)	01/30/2026		M(2)			702	(2)	(2)	Common Stock	702	(2)	24,744	D
Restricted Stock Units	(1)	01/30/2026		M(1)			803	(1)	(1)	Common Stock	803	(1)	23,941	D

Explanation of Responses:

1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2025, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in three annual installments beginning on the first anniversary of the grant date. This distribution represents the first of three installments.

2. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on April 24, 2024, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the second of four installments.

3. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2026, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in three annual installments beginning on the first anniversary of the grant date.

	J. Jeremy Ballard via P.O.A. for John F. Orr	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Norfolk Southern (NSC) report for John F. Orr?

Norfolk Southern reported that EVP & Chief Operating Officer John F. Orr received a grant of 4,287 restricted stock units and had previously granted RSUs vest into common shares, with some shares withheld to cover taxes on January 30, 2026.

How many RSUs were granted to Norfolk Southern EVP John F. Orr?

On January 30, 2026, John F. Orr was granted 4,287 restricted stock units under Norfolk Southern’s Long-Term Incentive Plan. Each RSU is economically equivalent to one share of common stock and will vest in three annual installments beginning one year after the grant date.

How many Norfolk Southern (NSC) common shares does John F. Orr own after these transactions?

Following the January 30, 2026 transactions, John F. Orr directly owned 6,291 shares of Norfolk Southern common stock. This reflects shares received from vesting RSUs, net of 191 and 219 shares withheld by the company to satisfy tax obligations.

How many RSUs does John F. Orr hold after the reported Form 4 activity?

After the reported transactions, John F. Orr held 23,941 restricted stock units. These RSUs include the new 4,287-unit grant dated January 30, 2026, and will ultimately be settled in common stock according to their respective vesting schedules under the incentive plan.

Why were some Norfolk Southern shares withheld in John F. Orr’s Form 4?

Norfolk Southern withheld 191 and 219 common shares at $289.235 per share to satisfy tax withholding related to vesting RSUs. Such transactions, coded “F” on Form 4, typically indicate shares withheld rather than open-market sales by the executive.

What are the vesting terms of John F. Orr’s Norfolk Southern RSU grants?

The RSUs reported vest in annual installments. The January 30, 2025 grant vests in three annual installments, the April 24, 2024 grant in four installments, and the new January 30, 2026 grant also in three installments, all beginning one year after each grant date.