Moore Claiborne L 4

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.