Norfolk Southern EVP Elkins awarded 4,149 RSUs

Norfolk Southern EVP & Chief Commercial Officer Claude E. Elkins reported equity compensation activity dated January 30, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Norfolk Southern EVP & Chief Commercial Officer Claude E. Elkins reported equity compensation activity dated January 30, 2026. He received 4,149 Restricted Stock Units (RSUs) under the Long-Term Incentive Plan, each economically equivalent to one share of common stock and settling in stock.

On the same date, previously granted RSUs vested and were converted into 777 and 527 shares of common stock, while 144 and 212 shares were withheld at $289.235 per share to cover taxes. After these transactions, Elkins directly held 3,365 common shares, 8,584 RSUs, and 131.6505 shares indirectly through a 401(k) plan.

Insider Trade Summary

1,304 shares exercised/converted

Exercise 8 txns

Insider Elkins Claude E

Role EVP & Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	4,149	$0.00	$0.00
Exercise	Restricted Stock Units	527	$0.00	$0.00
Exercise	Restricted Stock Units	777	$0.00	$0.00
Exercise	Common Stock	777	$0.00	$0.00
Exercise	Common Stock	527	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	144	$289.235	$42K
Exercise Price or Tax Liability	Common Stock	212	$289.235	$61K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 7,280 contracts (Direct); Common Stock — 3,365 shares (Direct); Common Stock — 131.6505 shares (Indirect, By 401(k) Plan)

Footnotes (4)

F1. 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.
F2. 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.
F3. 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.
F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Claude E. Elkins report at Norfolk Southern (NSC)?

Claude E. Elkins reported RSU grants, vesting, and tax share withholding. On January 30, 2026, RSUs converted into common stock, new RSUs were granted, and some shares were withheld to satisfy tax obligations under Norfolk Southern’s equity compensation and benefit plans.

How many Restricted Stock Units were granted to Claude E. Elkins in this Form 4?

Elkins was granted 4,149 Restricted Stock Units on January 30, 2026. These RSUs are under Norfolk Southern’s Long-Term Incentive Plan, each equal in value to one common share and scheduled to vest in three annual installments starting one year after the grant date.

What vesting schedules apply to Claude E. Elkins’ Norfolk Southern RSUs?

Different grants follow three- and four-year vesting schedules. RSUs granted in 2024 vest in four annual installments, while the 2025 and 2026 grants vest in three annual installments, with distributions beginning on the first anniversary of each respective grant date.

Why were some Norfolk Southern shares withheld from Claude E. Elkins?

Shares were withheld to cover tax obligations on vested RSUs. On January 30, 2026, 144 and 212 common shares were withheld at $289.235 per share, reflecting routine tax withholding associated with RSU vesting rather than open-market sales.

How many Norfolk Southern shares and RSUs does Claude E. Elkins hold after these transactions?

After the transactions, Elkins held multiple forms of equity exposure. He directly owned 3,365 common shares, 8,584 Restricted Stock Units, and an additional 131.6505 common shares indirectly through the Norfolk Southern Thrift and Investment Plan, a 401(k) plan.

What is the role of the Norfolk Southern 401(k) Thrift and Investment Plan in Elkins’ holdings?

The 401(k) plan holds company stock for Elkins on an estimated basis. As of January 30, 2026, 131.6505 common shares were credited to his account, with acquisitions made at various times and prices under the plan’s standard unit accounting system.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 02/03/2026 - 05:08 PM EST

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^*

Elkins Claude E

(Last)

(First)

(Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA

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 Commercial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2026		M		777	A	$0.0000⁽¹⁾	3,194	D
Common Stock	01/30/2026		M		527	A	$0.0000⁽²⁾	3,721	D
Common Stock	01/30/2026		F		144	D	$289.235	3,577	D
Common Stock	01/30/2026		F		212	D	$289.235	3,365	D
Common Stock								131.6505	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	01/30/2026		A⁽⁴⁾		4,149⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	4,149	⁽⁴⁾	8,584	D
Restricted Stock Units	⁽²⁾	01/30/2026		M⁽²⁾			527	⁽²⁾	⁽²⁾	Common Stock	527	⁽²⁾	8,057	D
Restricted Stock Units	⁽¹⁾	01/30/2026		M⁽¹⁾			777	⁽¹⁾	⁽¹⁾	Common Stock	777	⁽¹⁾	7,280	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 Claude E. Elkins	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.

Source: View Original Filing on SEC EDGAR