Orr John F 4

4 · NORFOLK SOUTHERN CORP · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Norfolk Southern (NSC) COO John F. Orr Exercises/Receives RSUs

What Happened

John F. Orr, Chief Operating Officer of Norfolk Southern (NSC), had restricted stock units (RSUs) vest/convert and also received a new RSU grant on January 30, 2026. The filing shows conversions/exercises of 803 and 702 derivative units (treated as acquired at $0.00) and a grant/award of 4,287 RSUs. To satisfy tax withholding, 191 and 219 shares were transferred/disposed (total 410 shares) at a reported price of $289.24 each, totaling approximately $118,586. These were administrative withholdings, not open-market sales.

Key Details

Transaction date: January 30, 2026 (filed Feb 3, 2026). Filing appears timely (filed within the SEC Form 4 deadline).
Conversion/exercise entries: 803 and 702 derivative units converted/issued (reported at $0.00 exercise price).
Grant/award: 4,287 RSUs credited under Norfolk Southern’s Long-Term Incentive Plan (per footnote F3).
Tax withholding: 191 shares ($55,244) and 219 shares ($63,342) withheld/disposed to cover taxes — 410 shares worth ~$118,586 in total (code F).
Shares owned after the transactions are not specified in the excerpt provided.
Footnotes: F1/F2 describe prior RSU grants (Jan 30, 2025 and Apr 24, 2024) whose installments vested; F3 is the Jan 30, 2026 RSU grant. These are Section 16(b)-exempt RSUs that vest in installments.

Context

These entries reflect RSU vesting/settlement and a new RSU award — routine compensation events for executives. The withholding entries are tax-related (not market sales). For retail investors, such awards are administrative and don’t necessarily signal the insider’s market view.

Form 4

Period: 2026-01-30

EVP & Chief Operating Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-30+803→ 5,999 total
Exercise/Conversion
Common Stock
[F2]
2026-01-30+702→ 6,701 total
Tax Payment
Common Stock
2026-01-30$289.24/sh−191$55,244→ 6,510 total
Tax Payment
Common Stock
2026-01-30$289.24/sh−219$63,342→ 6,291 total
Award
Restricted Stock Units
[F3]
2026-01-30+4,287→ 25,446 total
→ Common Stock (4,287 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-01-30−702→ 24,744 total
→ Common Stock (702 underlying)
Exercise/Conversion
Restricted Stock Units
[F1]
2026-01-30−803→ 23,941 total
→ Common Stock (803 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 April 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, 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 John F. Orr|2026-02-03

1 file