Orr John F 4

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.