Norfolk Southern (NYSE: NSC) awards 622 RSUs to director Fahmy

Rhea-AI Filing Summary

Norfolk Southern Corporation director Sameh Fahmy received a new equity award reported on a Form 4. On January 30, 2026, he was granted 622 Restricted Stock Units under the Norfolk Southern Corporation Long-Term Incentive Plan.

Each unit is the economic equivalent of one share of Norfolk Southern common stock and will be settled in common shares. These RSUs vest in full on the first anniversary of the grant date. Following this award, Fahmy beneficially owns 1,811.0435 derivative securities in the form of Restricted Stock Units, held directly.

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

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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^*

Fahmy Sameh

(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)
01/30/2026

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)	01/30/2026		A(1)		622(1)		(1)	(1)	Common Stock	622	(1)	1,811.0435	D

Explanation of Responses:

1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2026, specified 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 will be settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date.

	J. Jeremy Ballard via P.O.A. for Sameh Fahmy	02/03/2026
	** 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.

FAQ

What insider transaction did Norfolk Southern (NSC) report for Sameh Fahmy?

Norfolk Southern (NSC) reported a grant of 622 Restricted Stock Units to director Sameh Fahmy. The award was made on January 30, 2026 under the company’s Long-Term Incentive Plan and is structured as equity-based compensation, not an open-market stock purchase.

How many Norfolk Southern (NSC) RSUs does Sameh Fahmy hold after this Form 4?

After the reported transaction, Sameh Fahmy beneficially owns 1,811.0435 Restricted Stock Units in Norfolk Southern. This total reflects the newly granted 622 RSUs added to his prior derivative holdings, all reported as directly owned in the Form 4 filing.

When do Sameh Fahmy’s newly granted Norfolk Southern (NSC) RSUs vest?

The 622 Restricted Stock Units granted to Sameh Fahmy vest in full on the first anniversary of the grant date. Because the grant occurred on January 30, 2026, the RSUs are scheduled to fully vest one year later, subject to the plan’s terms.

What does each Restricted Stock Unit represent in Norfolk Southern (NSC)’s Form 4?

Each Restricted Stock Unit granted to Sameh Fahmy is the economic equivalent of one share of Norfolk Southern common stock. Upon settlement, the units will be delivered in Norfolk Southern common shares, aligning the director’s compensation with shareholder interests through stock-based incentives.

Was the Norfolk Southern (NSC) RSU grant to Sameh Fahmy an acquisition or disposition?

The Form 4 classifies the 622 Restricted Stock Units as an acquisition, using transaction code “A.” This indicates the units were granted as part of compensation rather than purchased or sold on the open market, and the reported price per unit for the derivative is zero.