Elkins Claude E 4

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.