Norfolk Southern director granted deferred stock units

Huffard John C Jr reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Huffard John C Jr reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director John C. Huffard Jr. received 168.4733 deferred stock units under the company’s Directors’ Deferred Fee Plan. The units were credited based on the common stock’s closing market value of $314.5900 per share and increase his deferred balance to 3,122.9010 units. These units are cash-settled, to be paid upon his retirement or at another time elected under the plan, so this is a compensation-related award rather than an open-market stock purchase.

Insider Trade Summary

Grant/Award: 168.4733 shares

Grant/Award 1 txn

Insider Huffard John C Jr

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units - Dir. Def. Fee Plan	168.4733	$314.59	$53K

Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 3,122.901 contracts (Direct)

Footnotes (1)

1. F1. Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees, calculated on the basis of the closing market value of the company's common stock on the last trading day of each quarter. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.

Key Figures

Deferred stock units granted: 168.4733 units Reference market value: $314.5900 per share Total deferred units after grant: 3,122.9010 units +2 more

5 metrics

Deferred stock units granted 168.4733 units Director fee deferral credited on basis of closing market value

Reference market value $314.5900 per share Closing market value used to calculate deferred stock units

Total deferred units after grant 3,122.9010 units Director’s balance in Norfolk Southern Directors’ Deferred Fee Plan

Conversion or exercise price $0.0000 Deferred stock units are cash-settled, not options with an exercise price

Transaction code A Classified as a grant, award, or other acquisition of derivative units

Key Terms

Deferred Stock Units, Directors' Deferred Fee Plan, cash, not in shares of common stock, transaction code A, +1 more

5 terms

Deferred Stock Units financial

"Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Directors' Deferred Fee Plan financial

"credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees"

cash, not in shares of common stock financial

"These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement"

transaction code A regulatory

"transaction_code": "A","transaction_code_description": "Grant, award, or other acquisition""

underlying security title: Common Stock financial

"underlying_security_title": "Common Stock","underlying_security_shares": "168.4733""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Norfolk Southern (NSC) director John C. Huffard Jr. report in this filing?

He reported receiving 168.4733 deferred stock units as director compensation. These units were credited under Norfolk Southern’s Directors’ Deferred Fee Plan, based on the common stock’s closing market value on the last trading day of the quarter.

Is John C. Huffard Jr.’s Norfolk Southern (NSC) transaction a stock purchase or sale?

It is neither a stock purchase nor a sale in the market. The filing shows a grant of deferred stock units as fees, recorded at a reference price of $314.5900, with settlement to occur in cash in the future.

How many Norfolk Southern (NSC) deferred stock units does John C. Huffard Jr. now hold?

After this grant, he holds a total of 3,122.9010 deferred stock units. These amounts represent accrued director fees in the plan and will ultimately be paid in cash rather than delivered as shares of common stock.

When will the Norfolk Southern (NSC) deferred stock units be paid to John C. Huffard Jr.?

The units will be satisfied in cash upon his retirement or another time he has elected. The Directors’ Deferred Fee Plan allows directors to defer quarterly fees and choose when those cash payments will be made under the plan’s terms.

How is the number of Norfolk Southern (NSC) deferred stock units calculated for directors?

The plan calculates units using the closing market value of Norfolk Southern common stock on the last trading day of each quarter. Director fees are converted into a corresponding number of deferred stock units credited to the director’s account.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 02:29 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Huffard John C Jr

(Last) (First) (Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA GEORGIA 30308

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units - Dir. Def. Fee Plan	(1)	06/30/2026		A(1)		168.4733(1)		(1)	(1)	Common Stock	168.4733	$314.59(1)	3,122.901	D

Explanation of Responses:

1. Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees, calculated on the basis of the closing market value of the company's common stock on the last trading day of each quarter. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.

	J. Jeremy Ballard via P.O.A. for John C. Huffard, Jr.	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)