George Mark R 4

4 · NORFOLK SOUTHERN CORP · Filed Jan 28, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Norfolk Southern (NSC) CEO Mark R. George Receives RSUs, Sells 548 Shares

What Happened

Mark R. George, President & CEO and a director of Norfolk Southern Corporation (NSC), received a total of 1,400 shares from the settlement/conversion of restricted stock units (RSUs) on Jan 26–27, 2026 (625 and 775 shares). To cover tax withholding, 245 shares were surrendered on Jan 26 at $288.31 ($70,637) and 303 shares on Jan 27 at $289.90 ($87,841), for a combined $158,478. Net shares added to his account were 852 shares (1,400 issued minus 548 withheld). These transactions are RSU settlements/exercise (code M) and tax withholding (code F), not open-market purchases or discretionary sales.

Key Details

Transaction dates & prices: 1/26/2026 — 625 shares issued; 245 shares withheld at $288.31 ($70,637). 1/27/2026 — 775 shares issued; 303 shares withheld at $289.90 ($87,841).
Total shares issued (settled): 1,400; total withheld/sold for taxes: 548; cash received from withholding: $158,478; net shares added: 852.
Footnotes: F1 and F2 show these are scheduled RSU installments from prior grants (Jan 26, 2023 and Jan 27, 2022) under the Long‑Term Incentive Plan; vesting occurs ratably over four years. The distributions reported are the 3rd (2023 grant) and 4th (2022 grant) installments.
Filing timeliness: Form 4 filed 2026-01-28 covering transactions on 1/26–1/27/2026; the filing appears timely. The form does not list total shares owned after the transactions.

Context

This was a routine RSU vesting event with shares withheld to satisfy tax obligations (cashless tax withholding), not an open-market sale signaling a discretionary decision. RSU settlements are exempt under Section 16(b) and are standard compensation vesting rather than a purchase or directional trade.

Form 4

Period: 2026-01-26

DirectorPresident & CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-26+625→ 18,691 total
Tax Payment
Common Stock
2026-01-26$288.31/sh−245$70,637→ 18,446 total
Exercise/Conversion
Common Stock
[F2]
2026-01-27+775→ 19,221 total
Tax Payment
Common Stock
2026-01-27$289.90/sh−303$87,841→ 18,918 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-01-26−625→ 17,785 total
→ Common Stock (625 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-01-27−775→ 17,010 total
→ Common Stock (775 underlying)

Footnotes (2)

[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.

Signature

J. Jeremy Ballard via P.O.A. for Mark R. George|2026-01-28

1 file