STOCK TITAN

Norfolk Southern (NYSE: NSC) VP reports new RSU grant and share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Norfolk Southern executive Claiborne L. Moore, Vice President & Controller, reported several equity compensation transactions dated January 30, 2026. Moore received a grant of 823 Restricted Stock Units under the Norfolk Southern Long-Term Incentive Plan, each unit representing the value of one share of common stock and scheduled to vest in three annual installments starting one year after the grant date.

The filing also shows 421 Restricted Stock Units from a 2025 award and 252 units from a 2024 award being converted into common shares as scheduled vesting installments. To cover tax withholding on these vestings, 69 and 115 common shares were withheld at a price of $289.235 per share. After these transactions, Moore directly owned 4,970 shares of common stock and had approximately 231.6126 shares credited indirectly through a 401(k) plan account as of January 30, 2026.

Positive

  • None.

Negative

  • None.
Insider Moore Claiborne L
Role Vice President & Controller
Type Security Shares Price Value
Grant/Award Restricted Stock Units 823 $0.00 --
Exercise Restricted Stock Units 252 $0.00 --
Exercise Restricted Stock Units 421 $0.00 --
Exercise Common Stock 421 $0.00 --
Exercise Common Stock 252 $0.00 --
Tax Withholding Common Stock 69 $289.235 $20K
Tax Withholding Common Stock 115 $289.235 $33K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 3,095 shares (Direct); Common Stock — 4,902 shares (Direct); Common Stock — 231.613 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  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. 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, 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. 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 30, 2026, to have been credited to the reportingperson'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 atvarious prices. 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.
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*
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)
01/30/2026
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 421 A $0.0000(1) 4,902 D
Common Stock 01/30/2026 M 252 A $0.0000(2) 5,154 D
Common Stock 01/30/2026 F 69 D $289.235 5,085 D
Common Stock 01/30/2026 F 115 D $289.235 4,970 D
Common Stock 231.6126 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 (4) 01/30/2026 A(4) 823(4) (4) (4) Common Stock 823 (4) 3,095 D
Restricted Stock Units (2) 01/30/2026 M(2) 252 (2) (2) Common Stock 252 (2) 2,843 D
Restricted Stock Units (1) 01/30/2026 M(1) 421 (1) (1) Common Stock 421 (1) 2,422 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 January 30, 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. 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 30, 2026, to have been credited to the reportingperson'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 atvarious prices.
4. 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 Claiborne L. Moore 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 activity did Norfolk Southern (NSC) report for Claiborne L. Moore?

Norfolk Southern reported that Vice President & Controller Claiborne L. Moore received and settled equity awards on January 30, 2026. The filing details new Restricted Stock Unit grants, vesting of prior RSU awards into common shares, and associated tax withholding share transactions.

How many Restricted Stock Units were granted to Claiborne L. Moore in January 2026 at Norfolk Southern (NSC)?

Claiborne L. Moore was granted 823 Restricted Stock Units on January 30, 2026, under Norfolk Southern’s Long-Term Incentive Plan. Each unit is economically equivalent to one share of common stock and will vest ratably in three annual installments beginning on the first anniversary of the grant date.

What prior Norfolk Southern (NSC) RSU awards vested for Claiborne L. Moore in this Form 4?

The filing shows 421 Restricted Stock Units from a January 30, 2025 grant and 252 units from a January 30, 2024 grant vesting on January 30, 2026. These distributions represent scheduled installments under multi-year vesting schedules tied to earlier long-term incentive awards.

How were taxes handled on Claiborne L. Moore’s Norfolk Southern (NSC) stock vesting?

To satisfy tax withholding related to the vesting of Restricted Stock Units, 69 and 115 common shares were withheld from Claiborne L. Moore’s vested shares. Both withholding transactions used a price of $289.235 per share, reflecting share value for withholding purposes on January 30, 2026.

How many Norfolk Southern (NSC) common shares does Claiborne L. Moore own after these transactions?

After the reported January 30, 2026 transactions, Claiborne L. Moore directly owned 4,970 shares of Norfolk Southern common stock. Additionally, approximately 231.6126 shares were credited indirectly to Moore’s account in the company’s Thrift and Investment Plan, a 401(k) plan.

What is the nature of Claiborne L. Moore’s 401(k) holdings in Norfolk Southern (NSC) stock?

The Form 4 reports about 231.6126 Norfolk Southern common shares credited to Claiborne L. Moore’s account in the Thrift and Investment Plan, a 401(k) plan. This figure is an estimate based on the plan’s unit accounting system as of January 30, 2026, reflecting participant-level holdings.