Norfolk Southern director gets RSU dividend credits

NORFOLK SOUTHERN CORP director Marcela E. Donadio received additional restricted stock units as part of her long-term incentives.

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director Marcela E. Donadio received additional restricted stock units as part of her long-term incentives. On May 20, 2026, she acquired 37.2405 restricted stock units credited under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalent payments based on the market value of the company’s common stock on the dividend payment date.

These units will ultimately be settled in common stock. Following this grant, Donadio’s balance in this plan increased to 9,359.1831 restricted stock units, reflecting a routine, compensation-related award rather than an open-market share purchase or sale.

Insider Trade Summary

Grant/Award: 37.2405 shares

Grant/Award 1 txn

Insider Donadio Marcela E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	37.2405	$315.38	$12K

Holdings After Transaction: Restricted Stock Units — 9,359.1831 contracts (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 37.2405 units Implied stock value basis: $315.3800 per share Total RSUs after grant: 9,359.1831 units +2 more

5 metrics

RSUs granted 37.2405 units Restricted stock units credited on May 20, 2026

Implied stock value basis $315.3800 per share Market value used for dividend equivalent calculation

Total RSUs after grant 9,359.1831 units Restricted stock units held after the transaction

Underlying shares 37.2405 common shares Underlying Norfolk Southern common stock for new RSUs

Conversion price $0.0000 Conversion or exercise price for the restricted stock units

Key Terms

Restricted Stock Units, Long-Term Incentive Plan, dividend equivalent payments, underlying security

4 terms

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.

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.

dividend equivalent payments financial

"in the form of dividend equivalent payments on restricted stock units held under the plan"

underlying security financial

"underlying_security_title": "Common Stock""

FAQ

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

What insider transaction did Norfolk Southern (NSC) report for Marcela E. Donadio?

Norfolk Southern reported that director Marcela E. Donadio received 37.2405 restricted stock units. These units were credited as dividend equivalent payments under the Long-Term Incentive Plan and will ultimately be settled in common stock as part of her equity-based compensation.

How many Norfolk Southern restricted stock units does Marcela E. Donadio hold after this Form 4?

After this transaction, Marcela E. Donadio holds 9,359.1831 restricted stock units. This figure reflects her updated balance in the Norfolk Southern Long-Term Incentive Plan following the 37.2405-unit dividend equivalent credit reported in the Form 4 filing.

What is the nature of the 37.2405 Norfolk Southern restricted stock units granted to Marcela E. Donadio?

The 37.2405 restricted stock units are dividend equivalent payments on existing units. They were calculated using the market value of Norfolk Southern common stock on the dividend payment date and will eventually be satisfied in shares of common stock under the Long-Term Incentive Plan.

Was Marcela E. Donadio’s Norfolk Southern Form 4 a stock purchase or sale?

The Form 4 does not report a stock purchase or sale. It shows an acquisition of 37.2405 restricted stock units as a grant or award, specifically dividend equivalent credits in the Long-Term Incentive Plan, not an open-market buy or sell transaction.

How were the new Norfolk Southern restricted stock units for Marcela E. Donadio calculated?

The new restricted stock units were calculated based on the market value of Norfolk Southern common stock on the dividend payment date. The 37.2405 units represent dividend equivalent payments credited on existing restricted stock units under the company’s Long-Term Incentive Plan.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:26 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^*

Donadio Marcela E

(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)
05/20/2026

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
Restricted Stock Units	(1)	05/20/2026		A(1)		37.2405(1)		(1)	(1)	Common Stock	37.2405	$315.38(1)	9,359.1831	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 Marcela E. Donadio	05/22/2026
	** 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)