Orr John F 4

What Happened

• John F. Orr, Chief Operating Officer of Norfolk Southern Corporation (NSC), had 8,319 restricted stock units (RSUs) convert into common shares on April 26, 2026. The conversion (derivative exercise) shows an acquisition of 8,319 shares at no exercise price (M code).
• To cover tax withholding, 3,247 of those shares were surrendered (F code) at a reported per-share value of $320.81, totaling $1,041,654. Net shares delivered to Orr after withholding were 5,072. This was an award settlement/vesting event, not an open-market purchase or sale.

Key Details

• Transaction date: April 26, 2026. Form filed April 28, 2026 (appears timely within the typical 2-business-day Form 4 window).
• Shares acquired via conversion: 8,319 RSUs converted to common stock (no exercise price).
• Shares withheld for taxes: 3,247 shares at $320.81/share = $1,041,654.
• Net shares received: 5,072 (8,319 − 3,247).
• Footnote: These RSUs were credited under Norfolk Southern’s Long-Term Incentive Plan and represent the second settlement of 8,319 shares out of three installments for RSUs granted April 26, 2024.
• Shares owned after transaction: not specified in the provided filing excerpts.

Context

• This is a routine equity award settlement (conversion of RSUs) with shares withheld to meet tax obligations — commonly called tax withholding or a “cashless” share surrender; it does not reflect an open-market sale or a discretionary purchase.
• Such award settlements are standard compensation events and do not, by themselves, indicate insider buying or selling intent in the market.