Elkins Claude E 4
4 · NORFOLK SOUTHERN CORP · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Norfolk Southern (NSC) EVP Claude Elkins Receives RSUs; Shares Withheld
What Happened
- Claude E. Elkins, EVP & Chief Commercial Officer of Norfolk Southern (NSC), received stock from restricted‑stock‑unit (RSU) settlements and was granted new RSUs on January 30, 2026. He had 777 and 527 RSUs converted into common shares (acquired at $0), and a new grant of 4,149 RSUs was reported. To satisfy tax withholding, 144 and 212 shares were withheld/disposed at $289.24 per share (total withheld = 356 shares; total value ≈ $102,968).
- These transactions are compensation-related (RSU distributions and a new RSU award), not open‑market purchases or voluntary sales.
Key Details
- Transaction date: January 30, 2026; filing date: February 3, 2026 (filed within the typical 2‑business‑day Form 4 window).
- Prices recorded: RSU settlements reported at $0.00 (acquisition accounting); tax withholding shares disposed at $289.24 per share.
- Withheld for taxes: 144 shares ($41,650) and 212 shares ($61,318) — 356 shares total; combined withholding ≈ $102,968.
- New grant: 4,149 RSUs (reported as derivative award) under the Norfolk Southern Long‑Term Incentive Plan.
- Shares owned after transaction: not stated in the provided extract.
- Footnotes of note:
- F1/F2: The 777 and 527 share conversions are distributions from prior RSU grants (2025 and 2024 grants, vesting schedules noted).
- F4: The 4,149 units are a 2026 RSU grant that vests ratably (three annual installments).
- F3: Plan/401(k) account holdings referenced by the filer’s plan accounting (informational).
Context
- These are routine compensation events: RSU settlements and a new RSU award. The withheld shares reflect tax withholding (a common administrative withholding/cashless exercise), not a discretionary open‑market sale that would more strongly signal a change in insider sentiment.
- For retail investors: RSU receipts show continued executive compensation alignment with company performance, but they are standard payroll/benefit transactions and should be weighed with other insider activity and company fundamentals.
Insider Transaction Report
Form 4
Elkins Claude E
EVP & Chief Commercial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-01-30+777→ 3,194 total - Exercise/Conversion
Common Stock
[F2]2026-01-30+527→ 3,721 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−144$41,650→ 3,577 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−212$61,318→ 3,365 total - Award
Restricted Stock Units
[F4]2026-01-30+4,149→ 8,584 total→ Common Stock (4,149 underlying) - Exercise/Conversion
Restricted Stock Units
[F2]2026-01-30−527→ 8,057 total→ Common Stock (527 underlying) - Exercise/Conversion
Restricted Stock Units
[F1]2026-01-30−777→ 7,280 total→ Common Stock (777 underlying)
Holdings
- 131.651(indirect: By 401(k))
Common Stock
[F3]
Footnotes (4)
- [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 January 30, 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, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the second 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 30, 2026, to have been credited to the reportingperson'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 atvarious prices.
- [F4]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 Claude E. Elkins|2026-02-03