Norfolk Southern awards 622 RSUs to director

Norfolk Southern Corporation director William Clyburn Jr. received a grant of 622 Restricted Stock Units on January 30, 2026 under the company’s Long-Term Incentive Plan.

Rhea-AI Filing Summary

Norfolk Southern Corporation director William Clyburn Jr. received a grant of 622 Restricted Stock Units on January 30, 2026 under the company’s Long-Term Incentive Plan. Each unit is equal in value to one share of common stock and will vest in full on the first anniversary of the grant date.

Insider Trade Summary

Grant/Award: 622 shares

Grant/Award 1 txn

Insider Clyburn William Jr.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	622	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,811.0435 contracts (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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

What did Norfolk Southern (NSC) report in this Form 4 filing?

Norfolk Southern (NSC) reported a grant of 622 Restricted Stock Units to director William Clyburn Jr. on January 30, 2026. These stock units are part of the company’s Long-Term Incentive Plan and are structured to mirror the value of one common share each.

How many Restricted Stock Units did director William Clyburn Jr. receive at NSC?

Director William Clyburn Jr. received 622 Restricted Stock Units from Norfolk Southern. After this award, he beneficially owns 1,811.0435 derivative securities tied to NSC common stock. The units are intended as equity-based compensation under Norfolk Southern’s Long-Term Incentive Plan for board members.

When do the new Norfolk Southern (NSC) Restricted Stock Units vest?

The newly granted Norfolk Southern Restricted Stock Units vest in full on the first anniversary of the January 30, 2026 grant date. Once vested, they will be settled in Norfolk Southern common stock, aligning director compensation with long-term shareholder value through equity ownership rather than immediate cash payments.

What is the economic value relationship of NSC Restricted Stock Units to common stock?

Each Norfolk Southern Restricted Stock Unit is the economic equivalent of one share of NSC common stock. This means the value of each unit tracks the company’s share price, and upon settlement, the units will be converted into an equal number of Norfolk Southern common shares for the reporting director.

Did William Clyburn Jr. pay a price per share for the NSC Restricted Stock Units?

The Form 4 indicates a price per share of $0.0000 for the 622 Restricted Stock Units. This reflects that the units were granted as compensation, not purchased in an open-market transaction, under Norfolk Southern’s Long-Term Incentive Plan for its directors and key participants.

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

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Accepted by SEC EDGAR 02/03/2026 - 05:32 PM EST 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^*

Clyburn William Jr.

(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 William Clyburn, Jr.	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.