Form 4: Norfolk Southern COO Reports Equity Transactions

Norfolk Southern's EVP & COO, John F. Orr, reported recent equity transactions including RSU vesting, tax-related share disposals, and a new RSU grant.

Summary

• John F. Orr, EVP & Chief Operating Officer of Norfolk Southern Corp (NSC), filed a Form 4 detailing changes in his beneficial ownership.
• On January 30, 2026, Orr acquired 803 shares of Common Stock through the vesting of Restricted Stock Units (RSUs) granted on January 30, 2025, representing the first of three installments.
• Also on January 30, 2026, Orr acquired 702 shares of Common Stock from the vesting of RSUs granted on April 24, 2024, representing the second of four installments.
• To cover tax obligations related to the vested shares, Orr disposed of 191 shares and 219 shares of Common Stock at a price of $289.235 per share.
• A new grant of 4,287 Restricted Stock Units was credited to Orr's account on January 30, 2026, under the Norfolk Southern Corporation Long-Term Incentive Plan.
• These newly granted RSUs will vest ratably in three annual installments, beginning on the first anniversary of the grant date.
• Following these transactions, Orr directly beneficially owns 6,291 shares of Common Stock and 25,446 Restricted Stock Units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as slightly positive. While there are tax-related share disposals, the significant new RSU grant reinforces management's long-term alignment with the company's performance.

Positives

• The grant of 4,287 new Restricted Stock Units aligns management's long-term incentives with shareholder interests, demonstrating continued commitment to the company.
• The vesting of 1,505 Restricted Stock Units (803 + 702) indicates the successful fulfillment of prior compensation agreements.

Negatives

• The disposal of 410 shares (191 + 219) to cover tax liabilities, while a common practice, represents a reduction in direct share ownership.

Future Outlook

The newly granted 4,287 Restricted Stock Units will vest ratably in three annual installments, beginning on the first anniversary of the January 30, 2026 grant date, indicating future equity distributions.

Industry Context

StockSavvy.ai notes that executive equity compensation, particularly through Restricted Stock Units, is a common practice across the transportation and logistics industry, aligning management incentives with shareholder value. This filing reflects a standard component of executive compensation packages.

Stakeholder Impact

• Shareholders: The new RSU grant aligns executive incentives with long-term shareholder value creation. The tax-related sales are a minor dilution effect but are standard practice.

Next Steps

• The newly granted 4,287 Restricted Stock Units will begin vesting in three annual installments starting on January 30, 2027 (first anniversary of grant date).

Key Dates

Keywords

NSC, Norfolk Southern, Form 4, insider trading, Restricted Stock Units, RSU, executive compensation, John F. Orr, equity ownership