LAMPHERE GILBERT H 4

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.