Norfolk Southern (NSC) CEO Mark R. George Exercises RSUs

What Happened
Mark R. George, President & CEO and a director of Norfolk Southern Corporation (NSC), had 2,653 restricted stock units (RSUs) converted into common shares on September 13, 2026. As part of that settlement, 1,035 shares were withheld to satisfy tax withholding obligations, valued at $323.30 per share for a cash-withholding of $334,616. The RSU conversion was reported as an exercise/conversion of a derivative (code M) with the withholding reported as a tax payment (code F).

Key Details

• Transaction date: 2026-09-13; Form 4 filed: 2026-09-15 (timely — within the two-business-day window).
• RSU conversion: 2,653 shares acquired at $0.00 (RSU settlement).
• Tax withholding: 1,035 shares disposed/withheld at $323.30 each = $334,616.
• Shares owned after transaction: Not specified in the supplied data.
• Footnote: These RSUs were granted Sept 13, 2024 under the Long-Term Incentive Plan; this distribution is the second of three installments (footnote F1).
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of exercise price or tax liability (share withholding).

Context
This was an award settlement (RSU conversion) rather than an open-market buy or sale. Withholding shares to cover taxes is common and does not represent an opportunistic sale in the open market. Such award settlements are routine compensation events and should be interpreted differently from discretionary purchases or sales.