4//SEC Filing
George Mark R 4
Accession 0001225208-26-001186
CIK 0000702165other
Filed
Feb 2, 7:00 PM ET
Accepted
Feb 3, 5:08 PM ET
Size
16.3 KB
Accession
0001225208-26-001186
Research Summary
AI-generated summary of this filing
Norfolk Southern (NSC) CEO Mark R. George Receives RSU Grant; 1,444 Shares Withheld
What Happened
Mark R. George, President & CEO of Norfolk Southern Corporation (NSC), received vested restricted stock units (RSUs) and was also credited with a new RSU grant on Jan. 30, 2026. Specifically, 3,691 vested RSUs were converted into common shares (2,979 + 712). To cover tax withholding, 1,444 of those shares (279 + 1,165) were surrendered at a withholding value of $289.24 per share, totaling $417,656. After withholding, the net shares delivered from the vesting were 2,247. In addition, he was granted 18,998 new RSUs (derivative award) on the same date that will vest in future installments.
Key Details
- Transaction date: January 30, 2026 (Form 4 filed Feb. 3, 2026). No late‑filing flag shown in the provided excerpt.
- Vested/converted: 3,691 shares (2,979 + 712) reported as exercise/conversion (code M).
- Tax withholding: 1,444 shares withheld (codes F) at $289.24/share; withholding value = $417,656 (279 × $289.24 = $80,697; 1,165 × $289.24 = $336,959).
- New award: 18,998 RSUs granted (code A) on Jan. 30, 2026; these are derivative RSUs that vest ratably over three years beginning Jan. 30, 2027 (per footnote).
- Net shares received from this vesting event: 2,247 (3,691 vesting − 1,444 withheld).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Important footnotes: The vested shares reflect installment distributions of prior RSU grants (2024 and 2025 grants) and the 18,998 units are a new 2026 RSU grant.
Context
- These transactions reflect RSU vesting and net settlement for tax withholding (common for executive compensation), not an open‑market sale. Withholding of shares to satisfy taxes is routine and does not necessarily indicate a sell decision or change in sentiment.
- The 18,998 RSUs are a grant (not currently vested shares); they will convert to stock over future vesting dates per the plan terms.
- Transaction codes: M = exercise/conversion of a derivative (settlement of RSUs to shares); F = shares surrendered/used to pay taxes; A = grant/award of RSUs.
Insider Transaction Report
Form 4
George Mark R
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-01-30+2,979→ 21,897 total - Exercise/Conversion
Common Stock
[F2]2026-01-30+712→ 22,609 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−279$80,697→ 22,330 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−1,165$336,959→ 21,165 total - Award
Restricted Stock Units
[F3]2026-01-30+18,998→ 36,008 total→ Common Stock (18,998 underlying) - Exercise/Conversion
Restricted Stock Units
[F2]2026-01-30−712→ 35,296 total→ Common Stock (712 underlying) - Exercise/Conversion
Restricted Stock Units
[F1]2026-01-30−2,979→ 32,317 total→ Common Stock (2,979 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 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]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 Mark R. George|2026-02-03
Documents
Issuer
NORFOLK SOUTHERN CORP
CIK 0000702165
Entity typeother
Related Parties
1- filerCIK 0001793198
Filing Metadata
- Form type
- 4
- Filed
- Feb 2, 7:00 PM ET
- Accepted
- Feb 3, 5:08 PM ET
- Size
- 16.3 KB