George Mark R 4

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.