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NORFOLK SOUTHERN CORP·4

Feb 3, 5:08 PM ET

George Mark R 4

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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.