[Form 4] Norfolk Southern Corp. Insider Trading Activity

Rhea-AI Filing Summary

Christopher T. Jones, a director of Norfolk Southern Corporation (NSC), reported an acquisition on Form 4. On 08/20/2025 he was credited with 21.4779 restricted stock units received as dividend equivalent payments under the company's Long-Term Incentive Plan, calculated using a per-share value of $286.87. Those units are to be settled in common stock and result in 4,585.4536 shares beneficially owned in a direct ownership form. The Form 4 was signed via power of attorney by J. Jeremy Ballard on 08/22/2025. The filing indicates these are dividend-equivalent RSUs that will ultimately convert into common shares.

Positive

• Director increased direct holdings to 4,585.4536 shares through credited restricted stock units
• Units are tied to the Long-Term Incentive Plan and will be settled in common stock, aligning director compensation with shareholder interests
• Transaction fully disclosed on Form 4 and signed via power of attorney, meeting disclosure obligations

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider receipt of dividend-equivalent RSUs increased a director's direct holdings to 4,585.4536 shares.

This Form 4 discloses a non-derivative acquisition: 21.4779 restricted stock units credited as dividend equivalents at $286.87 per share, which will be satisfied in common stock under the Norfolk Southern Long-Term Incentive Plan. The transaction is administrative in nature and reflects compensation/benefit mechanics rather than market trading activity. The direct beneficial ownership total reported is 4,585.4536 shares. No sales, option exercises, or additional derivatives are reported.

Corporate Governance Expert

TL;DR: Disclosure is a standard director compensation event with transparent settlement terms.

The filing documents a routine crediting of dividend-equivalent RSUs to a director's LTIP account. The explanation clarifies these units are calculated on the dividend payment date market value and will be converted into common stock, which is consistent with common governance and compensation practices. The Form 4 is properly signed via power of attorney and reports direct ownership, meeting disclosure requirements.

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

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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 GA 30308

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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

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

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
Restricted Stock Units	(1)	08/20/2025		A(1)		21.4779(1)		(1)	(1)	Common Stock	21.4779	$286.87(1)	4,585.4536	D

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. Jones	08/22/2025
	** 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.

FAQ

What did Christopher T. Jones report on the Form 4 for NSC?

He reported receipt of 21.4779 restricted stock units as dividend equivalents on 08/20/2025, resulting in 4,585.4536 shares beneficially owned.

Were the reported securities derivative or common stock?

The report shows restricted stock units (RSUs) which are non-derivative units that will be satisfied in common stock.

What valuation was used for the dividend-equivalent RSUs?

The filing lists a per-share value of $286.87 used to calculate the dividend-equivalent units.

When was the transaction and when was the Form 4 signed?

The transaction date is 08/20/2025 and the Form 4 was signed via power of attorney by J. Jeremy Ballard on 08/22/2025.

Does the filing indicate indirect ownership or special arrangements?

No. The filing reports the holdings as Direct (D) and does not list any indirect beneficial ownership.