Moore Claiborne L 4
4 · NORFOLK SOUTHERN CORP · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Norfolk Southern (NSC) VP Claiborne L. Moore Receives RSUs, Withholds Shares
What Happened
- Claiborne L. Moore, Vice President & Controller of Norfolk Southern Corp. (NSC), had restricted stock units (RSUs) convert to 673 common shares on Jan 30, 2026 (421 + 252 shares) as part of prior long‑term incentive grants. No cash was paid for those shares. To satisfy tax withholding, 184 shares (69 + 115) were surrendered at $289.24/share, totaling $53,219 withheld. The filing also reports a new grant of 823 RSUs on Jan 30, 2026 (these are derivative awards that vest in future installments).
- Net effect to his common stock position on settlement day: +673 shares received, -184 withheld for taxes = net +489 shares delivered to his account, plus 823 unvested RSUs credited to his award account.
Key Details
- Transaction date: January 30, 2026; Form 4 filed February 3, 2026 (filed within the required two business days).
- Prices / values: tax withholding executed by surrendering 69 shares ($19,957) and 115 shares ($33,262) at $289.24 per share (total withheld ≈ $53,219).
- Shares received on settlement: 673 vested shares (from prior RSU grants). Shares withheld for taxes: 184. New RSU grant: 823 units (derivative).
- Shares owned after transaction: not specified in the excerpt provided.
- Footnotes:
- F1/F2 describe these settled shares as installments from RSU grants made Jan 30, 2025 and Jan 30, 2024 (vested installments).
- F4 reports the Jan 30, 2026 RSU grant (vests in future annual installments).
- F3 references additional approximate TIP (401(k)) holdings per plan accounting (amount not shown here).
- Transaction codes: M = conversion/exercise of derivative (RSU settlement), F = shares withheld to pay tax liability, A = RSU grant. These are routine compensation/withholding events, not open‑market trades.
Context
- These are award settlements and tax withholding — typical executive compensation mechanics — not purchases or discretionary sales. The RSU settlements converted to common shares, and some of those shares were surrendered to cover taxes (a common, administrative cashless-withholding method).
- The new 823 RSUs are unvested and will vest per the plan schedule; they do not represent an immediate market purchase or sale.
Insider Transaction Report
Form 4
Moore Claiborne L
Vice President & Controller
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-01-30+421→ 4,902 total - Exercise/Conversion
Common Stock
[F2]2026-01-30+252→ 5,154 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−69$19,957→ 5,085 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−115$33,262→ 4,970 total - Award
Restricted Stock Units
[F4]2026-01-30+823→ 3,095 total→ Common Stock (823 underlying) - Exercise/Conversion
Restricted Stock Units
[F2]2026-01-30−252→ 2,843 total→ Common Stock (252 underlying) - Exercise/Conversion
Restricted Stock Units
[F1]2026-01-30−421→ 2,422 total→ Common Stock (421 underlying)
Holdings
- 231.613(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 Claiborne L. Moore|2026-02-03