Norfolk Southern (NSC) CEO logs RSU vesting and share disposals

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Norfolk Southern Corporation President & CEO Mark R. George reported routine equity compensation activity. On January 26, 2026, 625 shares of Common Stock were acquired at $0.0000 upon the exercise of Restricted Stock Units, and 245 shares were disposed of at $288.3125 per share. On January 27, 2026, 775 shares were acquired at $0.0000 and 303 shares were disposed of at $289.905 per share. Following these transactions, he beneficially owned 18,918 shares of Common Stock directly and 17,010 Restricted Stock Units, each representing the economic equivalent of one share and granted under the Norfolk Southern Corporation Long-Term Incentive Plan.

Insider Trade Summary

1,400 shares exercised/converted

Mixed 6 txns

Insider George Mark R

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	775	$0.00	--
Exercise	Common Stock	775	$0.00	--
Tax Withholding	Common Stock	303	$289.905	$88K
Exercise	Restricted Stock Units	625	$0.00	--
Exercise	Common Stock	625	$0.00	--
Tax Withholding	Common Stock	245	$288.3125	$71K

Holdings After Transaction: Restricted Stock Units — 17,010 shares (Direct); Common Stock — 19,221 shares (Direct)

Footnotes (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. 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.

Form 4 Insider Transactions: What Each Field Means →

01/28/2026 - 06:38 PM

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^*

George Mark R

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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)
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	01/26/2026		M		625	A	$0.0000⁽¹⁾	18,691	D
Common Stock	01/26/2026		F		245	D	$288.3125	18,446	D
Common Stock	01/27/2026		M		775	A	$0.0000⁽²⁾	19,221	D
Common Stock	01/27/2026		F		303	D	$289.905	18,918	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)
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	⁽¹⁾	01/26/2026		M⁽¹⁾			625	⁽¹⁾	⁽¹⁾	Common Stock	625	⁽¹⁾	17,785	D
Restricted Stock Units	⁽²⁾	01/27/2026		M⁽²⁾			775	⁽²⁾	⁽²⁾	Common Stock	775	⁽²⁾	17,010	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.

	J. Jeremy Ballard via P.O.A. for Mark R. George	01/28/2026
	** 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

FAQ

What insider transactions did Norfolk Southern (NSC) report for its CEO?

Norfolk Southern’s President & CEO, Mark R. George, reported equity compensation activity, including RSU settlements into Common Stock and related share dispositions on January 26 and 27, 2026. These transactions reflect routine vesting under the company’s Long-Term Incentive Plan.

How many Norfolk Southern (NSC) shares did the CEO acquire and dispose of?

On January 26 and 27, 2026, Mark R. George acquired 625 and 775 shares of Norfolk Southern Common Stock at a price of $0.0000 per share and disposed of 245 and 303 shares at prices of $288.3125 and $289.905 per share, respectively.

What is the CEO’s ownership in Norfolk Southern (NSC) after these Form 4 transactions?

After the reported transactions, Mark R. George beneficially owned 18,918 shares of Norfolk Southern Common Stock directly and 17,010 Restricted Stock Units. Each Restricted Stock Unit is the economic equivalent of one share and is scheduled to be settled in Common Stock under plan terms.

What do the Restricted Stock Units in Norfolk Southern (NSC) represent for the CEO?

The Restricted Stock Units reported for Mark R. George were granted under Norfolk Southern’s Long-Term Incentive Plan. Each unit is economically equivalent to one share of Common Stock and is ultimately settled in shares, vesting in four annual installments from the original grant date.

Which grant years were involved in the Norfolk Southern (NSC) CEO’s RSU vesting?

The reported RSU distributions come from grants originally credited on January 27, 2022, and January 26, 2023. The 2023 grant distribution represents the third of four annual installments, while the 2022 grant distribution represents the fourth and final annual installment.