Form 4: Norfolk Southern Exec's RSU Vesting & Stock Transactions

Norfolk Southern's EVP & Chief Commercial Officer, Claude E. Elkins, reported the vesting and settlement of Restricted Stock Units and related tax-withholding sales.

Summary

• Claude E. Elkins, EVP & Chief Commercial Officer of Norfolk Southern Corp (NSC), reported transactions involving company common stock.
• On January 26, 2026, Elkins acquired 520 shares of common stock at $0.0000 per share through the vesting of Restricted Stock Units (RSUs). This represents the third of four installments from a grant made on January 26, 2023.
• On the same date, 142 shares were disposed of at $288.3125 per share to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Elkins directly beneficially owned 2,185 shares of common stock.
• On January 27, 2026, Elkins acquired an additional 515 shares of common stock at $0.0000 per share from the vesting of RSUs. This was the fourth and final installment from a grant made on January 27, 2022.
• Concurrently, 141 shares were disposed of at $289.905 per share for tax withholding.
• After these transactions, Elkins directly beneficially owned 2,417 shares of common stock.
• Elkins also indirectly held approximately 130.3291 shares of common stock through a 401(k) plan as of January 27, 2026.
• The remaining Restricted Stock Units beneficially owned after these transactions are 4,950 units (from the 2023 grant) and 4,435 units (from the 2022 grant).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects routine executive compensation through RSU vesting, indicating the company's long-term incentive plan is functioning as intended. The associated sales are for tax purposes, which is a neutral, expected event.

Positives

• The vesting of Restricted Stock Units represents a scheduled compensation event for the EVP & Chief Commercial Officer, increasing their direct equity stake in the company (before tax withholding).

Negatives

• A portion of the vested shares (142 shares on Jan 26, 2026, and 141 shares on Jan 27, 2026) were sold to cover tax withholding obligations, reducing the net increase in direct beneficial ownership.

Future Outlook

The filing indicates that the Restricted Stock Units granted on January 26, 2023, will vest ratably in four annual installments, with the third installment reported here. This implies one more installment is expected in the future from this grant. The RSUs granted on January 27, 2022, have now fully vested with this fourth installment.

Industry Context

This Form 4 filing details routine executive compensation events, specifically the vesting of Restricted Stock Units and subsequent tax-related share dispositions. Such transactions are common across publicly traded companies, particularly in mature industries like freight rail, as part of long-term incentive plans designed to align executive interests with shareholder value. These events do not typically reflect broader industry trends or competitive positioning but rather the standard operation of a company's compensation structure.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation events. The executive's continued equity ownership aligns their interests with shareholders.
• Employees: No direct impact on general employees, but it reflects the company's executive compensation practices.

Next Steps

• The remaining installment of Restricted Stock Units granted on January 26, 2023, is expected to vest on its scheduled anniversary date.

Key Dates

Keywords

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