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Norfolk Southern (NSC) director gains dividend-linked RSU credits

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director Christopher T. Jones reported an acquisition of additional derivative equity under the company’s Long-Term Incentive Plan. On May 20, 2026, he was credited 22.4811 Restricted Stock Units, based on dividend equivalent payments tied to the market value of Norfolk Southern common stock.

These units will ultimately be settled in common stock. After this credit, Jones holds a total of 5,274.3874 Restricted Stock Units directly. The transaction reflects routine plan-related accruals rather than an open-market trade.

Positive

  • None.

Negative

  • None.
Insider Jones Christopher T
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 22.481 $315.38 $7K
Holdings After Transaction: Restricted Stock Units — 5,274.387 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSUs credited 22.4811 units Restricted Stock Units credited on May 20, 2026 as dividend equivalents
Reference price per share $315.3800 Market value basis for calculating dividend equivalent RSUs
Total RSUs after transaction 5,274.3874 units Restricted Stock Units held directly after the credited units
Underlying common shares 22.4811 shares Common stock underlying the new Restricted Stock Units
Restricted Stock Units financial
"Reports the number of restricted stock units credited to the reporting person's account"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent payments financial
"in the form of dividend equivalent payments on restricted stock units held under the plan"
Long-Term Incentive Plan financial
"credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
underlying security financial
"underlying_security_title": "Common Stock""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Jones Christopher T
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/20/2026A(1)22.4811(1) (1) (1)Common Stock22.4811$315.38(1)5,274.3874D
Explanation of Responses:
1. Reports the number of restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted stock units held under the plan, calculated on the basis of the market value of the corporation's common stock on the dividend payment date. These units ultimately will be satisfied in common stock.
J. Jeremy Ballard via P.O.A. for Christopher T. Jones05/22/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Norfolk Southern (NSC) report for Christopher T. Jones?

Norfolk Southern reported that director Christopher T. Jones was credited 22.4811 Restricted Stock Units. These units were issued as dividend equivalent payments under the Long-Term Incentive Plan and will ultimately be settled in Norfolk Southern common stock, increasing his derivative-based equity exposure.

How many Restricted Stock Units did Christopher T. Jones receive in this NSC Form 4?

Christopher T. Jones received 22.4811 Restricted Stock Units. The units were calculated using the market value of Norfolk Southern common stock on the dividend payment date and represent dividend equivalents credited to his Long-Term Incentive Plan account, not an open-market purchase.

What is Christopher T. Jones’s total Restricted Stock Unit balance after this NSC transaction?

After this transaction, Christopher T. Jones holds 5,274.3874 Restricted Stock Units. This total reflects his accumulated units in the Norfolk Southern Long-Term Incentive Plan, including the 22.4811 units credited as dividend equivalent payments, which will ultimately be satisfied in common stock.

How were the new Restricted Stock Units for Norfolk Southern (NSC) director Jones calculated?

The 22.4811 new Restricted Stock Units were calculated based on the market value of Norfolk Southern common stock on the dividend payment date. They represent dividend equivalent payments on existing restricted stock units held under the Long-Term Incentive Plan, rather than a cash investment by Jones.

Does the NSC Form 4 show an open-market stock trade by Christopher T. Jones?

The Form 4 does not show an open-market stock trade by Christopher T. Jones. It reports a grant-type acquisition of 22.4811 Restricted Stock Units as dividend equivalent payments within the Long-Term Incentive Plan, to be ultimately settled in Norfolk Southern common stock.