NSC director receives 176.43 deferred units valued at $300.41; cash‑settled

Rhea-AI Filing Summary

John C. Huffard Jr., a director of Norfolk Southern Corporation (NSC), had 176.4256 deferred stock units credited to his account under the company's Directors' Deferred Fee Plan on 09/30/2025. The units reflect a deemed reinvestment of dividends and were calculated using the closing market value per share of $300.41 on the dividend payment date. After this crediting the reporting person beneficially owns 2,549.4526 shares (direct). These deferred stock units will be paid in cash — not common stock — upon retirement or at another time elected under the plan. The Form 4 was signed by a power of attorney on 10/07/2025.

Positive

• Deferred compensation credited: 176.4256 units added under the Directors' Deferred Fee Plan on 09/30/2025
• Clear cash settlement: Units will be paid in cash on retirement or elected distribution, avoiding immediate share dilution
• Total direct beneficial ownership increased to 2,549.4526 shares following the transaction

Negative

• None.

Insights

Corporate Governance Analyst

Director received deferred compensation in stock units that increase cash‑settled ownership.

The entry of 176.4256 deferred stock units under the Directors' Deferred Fee Plan represents routine director compensation paid via dividend reinvestment rather than an open‑market trade. Because the units are cash‑settled, they do not change the count of outstanding shares but increase the reporting person's future cash entitlement tied to the share price.

This arrangement depends on the plan's payout terms and the company's future stock price; investors may monitor aggregate director holdings and any changes in payout elections at or after the reporting person's retirement or other elected distribution date.

Executive Compensation Specialist

Dividend reinvestment converted to deferred units valued at $300.41 each.

The reported units were calculated using the closing market value on the dividend payment date, creating a precise cash‑linked liability for the company when units vest or are distributed. The filing clarifies that settlement will be in cash, which affects the company's future cash flow rather than share count.

Key items to watch include the timing of distribution elections and any aggregate changes in directors' deferred liabilities that could appear in periodic disclosures or the company’s balance sheet when payments become due.

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^*

Huffard John C 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)
09/30/2025

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
Deferred Stock Units - Dir. Def. Fee Plan	(1)	09/30/2025		A(1)		176.4256(1)		(1)	(1)	Common Stock	176.4256	$300.41(1)	2,549.4526	D

Explanation of Responses:

1. Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan in the form of a deemed reinvestment of dividends on deferred stock units held under the plan, calculated on the basis of the closing market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.

	J. Jeremy Ballard via P.O.A. for John C. Huffard, Jr.	10/07/2025
	** 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

Who filed the Form 4 for Norfolk Southern (NSC)?

The Form 4 reports John C. Huffard Jr., a director, with the signature executed by J. Jeremy Ballard via P.O.A. on 10/07/2025.

What was the transaction on the Form 4 for NSC?

The report shows a crediting (acquisition) of 176.4256 deferred stock units under the Directors' Deferred Fee Plan on 09/30/2025.

How were the deferred units valued?

The units were calculated using the closing market value per share on the dividend payment date of $300.41.

Will these deferred units be settled in stock or cash?

The disclosure states the deferred stock units will be satisfied in cash upon the reporting person's retirement or at another elected time.

What is the reporting person's total ownership after the transaction?

Following the crediting, the reporting person beneficially owns 2,549.4526 shares (direct).