Bhatt Anil 4

4 · NORFOLK SOUTHERN CORP · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Norfolk Southern (NSC) EVP Anil Bhatt Receives RSU Awards (Tax Withholding)

What Happened

Anil Bhatt, EVP & Chief Information and Digital Officer of Norfolk Southern (NSC), received Restricted Stock Unit (RSU) distributions and a new RSU grant on January 30, 2026. The filing shows conversions of previously granted units into shares (641 and 220 shares) and a new grant of 3,423 RSUs. To satisfy tax withholding, 235 shares were surrendered (60 shares and 175 shares) at $289.24 per share for a total withholding of about $67,970.

Key Details

Transaction date: January 30, 2026; filing date: February 3, 2026 (filed within required reporting window).
Conversion entries (code M) show 641 and 220 units converted into shares at $0.00 (i.e., RSUs settled into shares).
Tax withholding (code F) totaled 235 shares withheld: 60 shares ($17,354) and 175 shares ($50,616) at $289.24/share.
Grant (code A) of 3,423 RSUs reported (footnote F3) — these RSUs will ultimately settle in common stock and vest ratably per the plan terms.
Footnotes: F1 and F2 indicate the distribution represented installments from RSU grants made Jan 30, 2025 and Oct 24, 2024; F3 describes the Jan 30, 2026 RSU grant and its vesting schedule.
Shares owned after the transaction are not specified in this filing.

Context

These transactions are routine RSU vesting and a new grant, not open‑market purchases or sales by the insider. The conversion of RSUs into shares and the withholding of shares for taxes is a common tax-withholding method (not an open-market sale). No 10b5-1 plan or late filing is indicated in this report.

Form 4

Period: 2026-01-30

EVP & CIDO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-30+641→ 2,054 total
Exercise/Conversion
Common Stock
[F2]
2026-01-30+220→ 2,274 total
Tax Payment
Common Stock
2026-01-30$289.24/sh−60$17,354→ 2,214 total
Tax Payment
Common Stock
2026-01-30$289.24/sh−175$50,616→ 2,039 total
Award
Restricted Stock Units
[F3]
2026-01-30+3,423→ 12,528 total
→ Common Stock (3,423 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-01-30−220→ 12,308 total
→ Common Stock (220 underlying)
Exercise/Conversion
Restricted Stock Units
[F1]
2026-01-30−641→ 11,667 total
→ Common Stock (641 underlying)

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 30, 2025, 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 three annual installments beginning on the first anniversary of the grant date. This distribution represents the first of three 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 October 24, 2024, 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. This distribution represents the second of four installments.
[F3]Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2026, 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 three annual installments beginning on the first anniversary of the grant date.

Signature

J. Jeremy Ballard via P.O.A. for Anil Bhatt|2026-02-03

1 file