Moore Claiborne L 4

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.