A Form 4 filed on September 15, 2026, disclosed that Mark R. George, President and CEO of Norfolk Southern Corp (NYSE:NSC), reported transactions on September 13, 2026, involving the settlement of Restricted Stock Units and a related tax withholding disposition.

Key Highlights

  • RSU settlement: 2,653 Restricted Stock Units vested and were converted to Common Stock on September 13, 2026, at a price of $0.0000, representing the second of three installments from a grant credited on September 13, 2024.
  • Shares withheld for taxes: 1,035 shares of Common Stock were disposed of on September 13, 2026, at $323.3 per share, under transaction code F (tax withholding).
  • Resulting direct ownership: Following the transactions, George directly held 22,783 shares of Common Stock.
  • Remaining RSUs: George held 29,664 Restricted Stock Units following the reported transactions.
  • Plan basis: The RSUs were granted under the Norfolk Southern Corporation Long-Term Incentive Plan and are described as exempt under Section 16(b).

Norfolk Southern CEO RSU Vesting and Tax Withholding Details

According to the filing, Mark R. George, who serves as both a Director and President and CEO of Norfolk Southern Corp, reported two non-derivative transactions on September 13, 2026. The first, coded "M," reflects the acquisition of 2,653 shares of Common Stock resulting from the settlement of an equivalent number of Restricted Stock Units at a recorded price of $0.0000. The filing notes this settlement represents the second of three installments tied to RSUs originally granted and credited to his account on September 13, 2024, under the Norfolk Southern Corporation Long-Term Incentive Plan.

The filing further explains that each Restricted Stock Unit "is the economic equivalent of one share of Common Stock" and that "these Units ultimately will be settled in Common Stock." Following the M-coded acquisition, a second transaction coded "F" recorded the disposition of 1,035 shares at $323.3 per share, a standard mechanism for satisfying tax withholding obligations upon vesting. After both transactions, George's direct beneficial ownership of Common Stock stood at 22,783 shares, according to the filing.

In Table II, the filing discloses that George held 29,664 Restricted Stock Units following the reported activity, all owned directly. The Form 4 was signed by J. Jeremy Ballard via power of attorney on behalf of Mark R. George on September 15, 2026.

What Was Disclosed

The filing reported a vesting settlement of 2,653 RSUs into Common Stock and a related disposition of 1,035 shares for tax withholding purposes, both occurring on September 13, 2026, leaving George with 22,783 shares and 29,664 RSUs.