Moore Claiborne L 4

4 · NORFOLK SOUTHERN CORP · Filed Jan 28, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Norfolk Southern (NSC) VP Claiborne Moore Receives RSU Shares

What Happened

Claiborne L. Moore, Vice President & Controller of Norfolk Southern Corporation (NSC), had restricted stock units (RSUs) convert to common stock as they vested. On Jan 26, 2026, 247 RSUs converted; on Jan 27, 2026, 254 RSUs converted — 501 shares in total were delivered at $0 acquisition price (these were award vestings, not purchases).
To satisfy tax withholding obligations, 68 shares were withheld on Jan 26 at $288.31/share (value $19,605) and 70 shares were withheld on Jan 27 at $289.90/share (value $20,293), totaling 138 shares withheld (~$39,898). Net shares retained from these vestings = 363 shares.

Key Details

Transaction dates and prices:
- Jan 26, 2026: 247 RSUs settled (acquired at $0); 68 shares withheld at $288.31 ($19,605) for taxes.
- Jan 27, 2026: 254 RSUs settled (acquired at $0); 70 shares withheld at $289.90 ($20,293) for taxes.
Shares owned after transaction: Not specified in the filing; net new shares from these settlements = 363 (501 settled minus 138 withheld).
Footnotes:
- F1 & F2: These settlements were scheduled installments of RSU grants made on Jan 26, 2023 (third of four installments) and Jan 27, 2022 (fourth of four installments) under the Norfolk Southern Long-Term Incentive Plan.
- F3: Separately reports an estimated balance in the Norfolk Southern Thrift and Investment Plan (401(k)) as of Jan 27, 2026; contributions in that plan occur at various times/prices.
Filing timeliness: Form 4 was filed Jan 28, 2026 for transactions on Jan 26–27, 2026 — no late filing is indicated.

Context

These entries reflect RSU vesting and share-withholding to cover tax liabilities (a routine, non-market-sale event), not an open-market purchase or sale. The reporting shows conversion/exercise of derivative awards (coded M) and share disposals for tax withholding (coded F).
For retail investors: award vestings increase insider ownership but are different from purchases that might signal a personal buy conviction.

Form 4

Period: 2026-01-26

Vice President & Controller

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-26+247→ 4,365 total
Tax Payment
Common Stock
2026-01-26$288.31/sh−68$19,605→ 4,297 total
Exercise/Conversion
Common Stock
[F2]
2026-01-27+254→ 4,551 total
Tax Payment
Common Stock
2026-01-27$289.90/sh−70$20,293→ 4,481 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-01-26−247→ 2,526 total
→ Common Stock (247 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-01-27−254→ 2,272 total
→ Common Stock (254 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 Claiborne L. Moore|2026-01-28

1 file