Form 4: Norfolk Southern EVP Bhatt Reports Stock Transactions

Norfolk Southern's EVP & CIDO, Anil Bhatt, reported the vesting and settlement of Restricted Stock Units, along with a new RSU grant and tax-related stock disposals.

Summary

• Anil Bhatt, Executive Vice President & Chief Innovation and Data Officer (EVP & CIDO) of Norfolk Southern Corp (NSC), reported multiple transactions on January 30, 2026.
• Bhatt acquired 641 shares of Common Stock through the vesting of Restricted Stock Units (RSUs) granted on January 30, 2025, representing the first of three installments.
• An additional 220 shares of Common Stock were acquired from the vesting of RSUs granted on October 24, 2024, representing the second of four installments.
• To cover tax obligations, Bhatt disposed of 60 shares and 175 shares of Common Stock, totaling 235 shares, at a price of $289.235 per share.
• A new grant of 3,423 Restricted Stock Units was credited to Bhatt's account on January 30, 2026, under the Norfolk Southern Corporation Long-Term Incentive Plan.
• Each RSU is equivalent to one share of Common Stock and will vest ratably in three annual installments starting one year from the grant date.
• Following these transactions, Bhatt directly beneficially owns 2,039 shares of Common Stock and 12,528 Restricted Stock Units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive routine insider transaction. While there are tax-related disposals, the significant grant of new Restricted Stock Units reinforces executive alignment and long-term retention, which is generally favorable.

Positives

• Anil Bhatt received a new grant of 3,423 Restricted Stock Units, indicating continued long-term incentive alignment with shareholder interests.
• The vesting of 861 Restricted Stock Units (641 + 220) into Common Stock demonstrates the successful progression of executive compensation plans.

Negatives

• Anil Bhatt disposed of 235 shares of Common Stock to cover tax withholding obligations, which is a reduction in direct share ownership.

Future Outlook

The newly granted 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 these transactions are typical for executive compensation structures in publicly traded companies, where equity awards like Restricted Stock Units are used to align management incentives with long-term shareholder value. The vesting of RSUs and subsequent sale of shares for tax purposes are standard practices across various industries, particularly in mature sectors like transportation and logistics.

Comparison to Industry Standards

• Executive compensation packages in the railroad and broader transportation industry frequently include equity components such as RSUs, similar to those granted by Norfolk Southern.
• Companies like Union Pacific (UNP) and CSX Corporation (CSX) also utilize performance-based equity awards and time-based RSUs as a significant part of their executive remuneration, aligning with the structure observed at Norfolk Southern.
• The practice of selling a portion of vested shares to cover tax liabilities is a common and expected event for executives receiving equity compensation across all major industries, including technology (e.g., Apple, Microsoft) and finance (e.g., JPMorgan Chase, Bank of America).

Stakeholder Impact

• Shareholders: The grant of new RSUs aligns executive incentives with shareholder interests, potentially fostering long-term value creation. The vesting and tax sales are routine and have minimal impact on overall share count or market dynamics.
• Employees: The long-term incentive plan, of which these RSUs are a part, is a key component of executive compensation, influencing retention and motivation within the company's leadership.

Next Steps

• The remaining installments of the Restricted Stock Units granted on January 30, 2025, will vest annually.
• The remaining installments of the Restricted Stock Units granted on October 24, 2024, will vest annually.
• The newly granted 3,423 Restricted Stock Units on January 30, 2026, will begin vesting in annual installments starting on January 30, 2027.

Key Dates

Keywords

Norfolk Southern, NSC, Anil Bhatt, Restricted Stock Units, RSU, Insider Transaction, Executive Compensation, Stock Vesting, Form 4