Form 4: NSC VP & Controller Moore Reports RSU Vesting

Norfolk Southern Corp's Vice President & Controller, Claiborne L. Moore, reported the vesting of Restricted Stock Units and associated tax-related sales.

Summary

• Claiborne L. Moore, Vice President & Controller of Norfolk Southern Corp (NSC), reported transactions related to Restricted Stock Units (RSUs).
• On January 26, 2026, Moore acquired 247 shares of Common Stock upon the vesting of RSUs, which were part of a grant from January 26, 2023. This represents the third of four installments.
• Concurrently, 68 shares were disposed of at $288.3125 per share to cover tax withholding obligations.
• On January 27, 2026, Moore acquired an additional 254 shares of Common Stock from the vesting of RSUs granted on January 27, 2022. This was the fourth and final installment of that grant.
• An additional 70 shares were disposed of at $289.905 per share for tax withholding purposes.
• Following these transactions, Moore directly beneficially owns 4,481 shares of Common Stock.
• Moore also indirectly holds approximately 229.2879 shares of Common Stock through the Norfolk Southern Corporation Thrift and Investment Plan (TIP) as of January 27, 2026.
• The RSU transactions are exempt under Section 16(b) of the Securities Exchange Act.

Sentiment

Score: 5

Explanation: The filing reports routine executive compensation events (RSU vesting and tax-related sales) which are neutral in sentiment and expected as part of standard corporate governance and compensation practices.

Positives

• Vesting of Restricted Stock Units indicates continued compensation and retention of a key executive.
• The executive's beneficial ownership of common stock remains substantial, demonstrating alignment with shareholder interests.

Negatives

• Disposal of shares for tax withholding purposes, while routine, slightly reduces the executive's direct ownership.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the vesting schedule of previously granted Restricted Stock Units.

Management Comments

• Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 26, 2023, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan.
• Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the third of four installments.
• Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 2022, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan.
• This distribution represents the fourth of four installments.
• Represents the approximate number of shares of Common Stock estimated -on the basis of the unit accounting system used by the Plan Administrator -as of January 27, 2026, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan.
• In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.

Industry Context

This Form 4 filing details routine executive compensation events (RSU vesting and tax-related sales) for a senior officer at Norfolk Southern Corp, a major player in the U.S. freight railroad industry. Such compensation structures are common across publicly traded companies to align executive incentives with long-term shareholder value.

Comparison to Industry Standards

• Executive compensation through Restricted Stock Units (RSUs) with multi-year vesting schedules is a standard practice in large corporations, including those in the transportation and logistics sector, to promote long-term retention and performance alignment.
• The practice of selling a portion of vested shares to cover tax obligations (known as "sell-to-cover") is also a common and expected procedure for equity compensation.

Related Party Transactions

• The reported transactions are related party transactions as they involve an executive officer of Norfolk Southern Corp acquiring and disposing of company stock. These are routine compensation-related transactions.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation events. The executive's continued ownership aligns interests.
• Employees: No direct impact on general employees.
• Management: The vesting of RSUs is a standard component of executive compensation, contributing to retention and motivation.

Next Steps

• Future installments of Restricted Stock Units from the January 26, 2023 grant will continue to vest annually until fully distributed.
• The remaining 2,526 and 2,272 Restricted Stock Units will vest according to their respective schedules.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of Restricted Stock Units and associated tax-related sales. These transactions are expected and do not indicate any material change in the company's operational performance, financial health, or strategic direction. Therefore, based solely on this filing, a seasoned investor would likely maintain their current position, leading to a 'hold' recommendation.

Keywords

Norfolk Southern Corp, NSC, Claiborne L. Moore, Form 4, SEC filing, Restricted Stock Units, RSU vesting, insider transaction, executive compensation, stock ownership, tax withholding