Norfolk Southern (NSC) CEO logs 18,998 RSU grant and share moves

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Norfolk Southern Corporation’s President and CEO Mark R. George reported multiple equity compensation transactions dated January 30, 2026. He received a new grant of 18,998 Restricted Stock Units (RSUs) under the company’s Long-Term Incentive Plan, each RSU economically equal to one share of common stock, vesting in three annual installments beginning one year after the grant date.

The filing also shows RSU conversions of 2,979 and 712 units into common stock, and dispositions of 279 and 1,165 common shares at $289.235 per share. After these transactions, George directly owned 21,165 shares of Norfolk Southern common stock and held 36,008 RSUs.

Insider Trade Summary

3,691 shares exercised/converted

Mixed 7 txns

Insider George Mark R

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	18,998	$0.00	--
Exercise	Restricted Stock Units	712	$0.00	--
Exercise	Restricted Stock Units	2,979	$0.00	--
Exercise	Common Stock	2,979	$0.00	--
Exercise	Common Stock	712	$0.00	--
Tax Withholding	Common Stock	279	$289.235	$81K
Tax Withholding	Common Stock	1,165	$289.235	$337K

Holdings After Transaction: Restricted Stock Units — 36,008 shares (Direct); Common Stock — 21,897 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 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 05:08 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)
01/30/2026

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		2,979	A	$0.0000⁽¹⁾	21,897	D
Common Stock	01/30/2026		M		712	A	$0.0000⁽²⁾	22,609	D
Common Stock	01/30/2026		F		279	D	$289.235	22,330	D
Common Stock	01/30/2026		F		1,165	D	$289.235	21,165	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	⁽³⁾	01/30/2026		A⁽³⁾		18,998⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	18,998	⁽³⁾	36,008	D
Restricted Stock Units	⁽²⁾	01/30/2026		M⁽²⁾			712	⁽²⁾	⁽²⁾	Common Stock	712	⁽²⁾	35,296	D
Restricted Stock Units	⁽¹⁾	01/30/2026		M⁽¹⁾			2,979	⁽¹⁾	⁽¹⁾	Common Stock	2,979	⁽¹⁾	32,317	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. 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 Mark R. George	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

FAQ

What insider transactions did NSC President & CEO Mark R. George report?

Mark R. George reported multiple equity-related transactions on January 30, 2026, including RSU grants, RSU conversions into common stock, and share dispositions. These moves reflect routine long-term incentive activity tied to Norfolk Southern’s executive compensation structure and do not indicate a standalone strategic corporate event.

How many RSUs were granted to the Norfolk Southern (NSC) CEO?

The CEO received a grant of 18,998 Restricted Stock Units on January 30, 2026. Each RSU is economically equivalent to one Norfolk Southern common share and will be settled in stock, vesting ratably over three years starting on the first anniversary of the grant date.

How many Norfolk Southern (NSC) shares does the CEO own after this Form 4?

After the reported transactions, the CEO directly owned 21,165 Norfolk Southern common shares. In addition, he held 36,008 Restricted Stock Units, which represent the right to receive an equivalent number of shares over time as the awards vest under the company’s incentive plan.

What RSU vesting schedules are disclosed for Norfolk Southern (NSC) awards?

The filing describes RSU awards from 2024, 2025, and 2026. The 2024 grant vests in four equal annual installments, while the 2025 and 2026 grants vest in three equal annual installments, each beginning on the first anniversary of their respective grant dates under the long-term incentive plan.

Were any Norfolk Southern (NSC) shares disposed of in this Form 4?

Yes. The CEO reported dispositions of 279 and 1,165 Norfolk Southern common shares at a price of $289.235 per share. These occurred on January 30, 2026, in connection with broader RSU-related transactions, leaving him with 21,165 directly owned common shares afterward.

What is the significance of the RSU conversions in the NSC Form 4 filing?

The Form 4 shows RSU-to-stock conversions of 2,979 and 712 units into Norfolk Southern common shares. These transactions reflect scheduled distributions from prior RSU grants as they vest, turning previously awarded stock-based compensation into directly held common stock for the CEO.