LAMPHERE GILBERT H 4

4 · NORFOLK SOUTHERN CORP · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Norfolk Southern (NSC) Director Gilbert H. Lamphere Receives RSUs

What Happened

Gilbert H. Lamphere, a director of Norfolk Southern Corporation (NSC), had 700 restricted stock units (RSUs) from a 2025 award convert/settle into 700 shares on January 30, 2026 (reported as an exercise/conversion, acquired at $0.00). The same filing also reports a 700-share derivative disposal on that date (reported with N/A price). On the same day he was granted 622 new RSUs under the company’s Long‑Term Incentive Plan (award/derivative). None of these were open‑market purchases or cash payments.

Key Details

Transaction date: 2026-01-30. Form 4 filed 2026-02-03 (filed within standard SEC timing).
Acquired: 700 shares via conversion/exercise — reported price $0.00.
Disposed: 700 shares (derivative) reported with N/A price (filing does not specify reason).
Award: 622 RSUs granted (will be settled in common stock; vest in full one year after grant per footnote).
Footnotes: F1 — 2025 RSUs vested and were settled in stock (sole installment). F2 — 2026 RSUs awarded will vest in one year and be settled in stock.
Shares owned after the transactions: not specified in this Form 4.

Context

These entries reflect equity compensation activity (settlement of prior RSUs and a new RSU grant), not an open‑market buy or sale that signals a personal investment decision. Filings sometimes show simultaneous conversions and disposals when shares are withheld or sold to cover taxes or other obligations; this Form 4 does not state the reason for the 700-share disposal. For retail investors, awards and settlements are routine compensation events and should be interpreted differently than outright purchases or sales.

Form 4

Period: 2026-01-30

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-30+700→ 3,647 total
Award
Restricted Stock Units
[F2]
2026-01-30+622→ 1,322 total
→ Common Stock (622 underlying)
Exercise/Conversion
Restricted Stock Units
[F1]
2026-01-30−700→ 622 total
→ Common Stock (700 underlying)

Footnotes (2)

[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, specified 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 were settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date. This distribution represents the sole installment.
[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, 2026, specified 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 will be settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date.

Signature

J. Jeremy Ballard via P.O.A. for Gilbert H. Lamphere|2026-02-03

1 file