RSU vesting boosts Norfolk Southern (NYSE: NSC) VP Moore’s holdings

Rhea-AI Filing Summary

Norfolk Southern Corporation Vice President & Controller Claiborne L. Moore reported routine equity compensation activity. On January 26 and 27, 2026, portions of two restricted stock unit (RSU) awards granted in 2022 and 2023 vested, converting 247 and 254 RSUs into the same number of common shares at an exercise price of $0.0000.

On each vesting date, Norfolk Southern withheld 68 and 70 common shares, respectively, at prices of $288.3125 and $289.905 to cover tax obligations, leaving Moore with 4,481 directly held common shares afterward. Separately, approximately 229.2879 additional common shares were credited to Moore’s account in the company’s Thrift and Investment Plan 401(k).

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

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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^*

Moore Claiborne L

(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)
	Vice President & Controller

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		M		247	A	$0.0000(1)	4,365	D
Common Stock	01/26/2026		F		68	D	$288.3125	4,297	D
Common Stock	01/27/2026		M		254	A	$0.0000(2)	4,551	D
Common Stock	01/27/2026		F		70	D	$289.905	4,481	D
Common Stock								229.2879	I	By 401(k) Plan(3)

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	(1)	01/26/2026		M(1)			247	(1)	(1)	Common Stock	247	(1)	2,526	D
Restricted Stock Units	(2)	01/27/2026		M(2)			254	(2)	(2)	Common Stock	254	(2)	2,272	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 26, 2023, 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 third of four 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 January 27, 2022, 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 fourth of four installments.

3. Represents the approximate number of shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of January 27, 2026, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.

	J. Jeremy Ballard via P.O.A. for Claiborne L. Moore	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did NSC executive Claiborne L. Moore report?

Claiborne L. Moore reported routine vesting of restricted stock units that converted into 247 and 254 Norfolk Southern common shares. Shares were simultaneously withheld to cover taxes, with Moore’s directly held common stock rising to 4,481 shares plus additional 401(k) plan holdings.

How many Norfolk Southern RSUs vested for Claiborne L. Moore in January 2026?

A total of 501 restricted stock units vested for Moore, split into 247 units on January 26, 2026 and 254 units on January 27, 2026. Each RSU was the economic equivalent of one Norfolk Southern common share and was settled in common stock.

What were the tax withholding share amounts and prices in Moore’s NSC Form 4?

Norfolk Southern withheld 68 shares at $288.3125 on January 26, 2026, and 70 shares at $289.905 on January 27, 2026. These forfeited shares covered tax obligations related to RSU vesting, rather than representing open-market discretionary sales by Moore.

What Norfolk Southern equity awards are described in Moore’s Form 4 filing?

The filing describes RSUs granted on January 26, 2023 and January 27, 2022 under Norfolk Southern’s Long-Term Incentive Plan. Each grant vests in four annual installments. The January 2026 transactions represent the third installment of the 2023 grant and the final installment of the 2022 grant.

How many Norfolk Southern shares does Moore hold after the reported transactions?

Following the January 2026 transactions, Moore directly holds 4,481 Norfolk Southern common shares. Additionally, about 229.2879 common shares are credited to Moore’s account in the company’s Thrift and Investment Plan 401(k), based on the plan’s unit accounting as of January 27, 2026.

What is the role of the 401(k) Thrift and Investment Plan in Moore’s NSC holdings?

The Norfolk Southern Thrift and Investment Plan, a 401(k) plan, holds approximately 229.2879 common shares for Moore. This figure is estimated using the plan administrator’s unit accounting system as of January 27, 2026, with acquisitions made at various times and prices under standard participant terms.