Elkins Claude E 4

4 · NORFOLK SOUTHERN CORP · Filed Jan 28, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Norfolk Southern (NSC) EVP Claude Elkins Exercises RSUs; Shares Withheld for Taxes

What Happened

Claude E. Elkins, EVP & Chief Commercial Officer of Norfolk Southern (NSC), had restricted stock units (RSUs) vest on January 26 and 27, 2026. A total of 1,035 RSUs converted to common shares (520 on Jan 26 and 515 on Jan 27). No exercise price was paid (RSUs convert at $0).
To satisfy tax withholding, 142 shares were surrendered on Jan 26 at $288.31/share ($40,940) and 141 shares were surrendered on Jan 27 at $289.90/share ($40,877), for a total of 283 shares withheld and about $81,817 in consideration reported.

Key Details

Transaction dates and prices:
- 2026-01-26: 520 RSUs converted to 520 shares (acquired, $0 exercise price); 142 shares withheld at $288.31 (disposed) — $40,940.
- 2026-01-27: 515 RSUs converted to 515 shares (acquired, $0 exercise price); 141 shares withheld at $289.90 (disposed) — $40,877.
Shares owned after transaction: not specified in the supplied filing excerpt.
Notable footnotes:
- F1: The 520-unit distribution stems from a Jan 26, 2023 RSU grant (third of four annual installments).
- F2: The 515-unit distribution stems from a Jan 27, 2022 RSU grant (fourth and final installment).
- F3: Notes the approximate number of shares credited to the reporting person’s Norfolk Southern Thrift & Investment Plan (401(k)) as of Jan 27, 2026.
Filing timeliness: Form 4 filed Jan 28, 2026 covering Jan 26–27 transactions; appears filed within the typical two-business-day window.

Context

These entries reflect RSU settlements (derivative conversions) and routine tax-withholding disposals, not open-market sales or new purchases. The “M” code reflects conversion/exercise of derivative awards (RSUs); the “F” code reflects shares surrendered to satisfy tax obligations.
Such withholdings are common when equity awards vest and are generally administrative — they don’t necessarily indicate the insider’s view of the company’s stock.

Form 4

Period: 2026-01-26

EVP & Chief Commercial Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-26+520→ 2,185 total
Tax Payment
Common Stock
2026-01-26$288.31/sh−142$40,940→ 2,043 total
Exercise/Conversion
Common Stock
[F2]
2026-01-27+515→ 2,558 total
Tax Payment
Common Stock
2026-01-27$289.90/sh−141$40,877→ 2,417 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-01-26−520→ 4,950 total
→ Common Stock (520 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-01-27−515→ 4,435 total
→ Common Stock (515 underlying)

Holdings

Footnotes (3)

[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 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.
[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 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.
[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 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.

Signature

J. Jeremy Ballard via P.O.A. for Claude E. Elkins|2026-01-28

1 file