Norfolk Southern (NSC) director awarded 622 restricted stock units

Rhea-AI Filing Summary

Norfolk Southern Corporation director Marcela E. Donadio reported an award of 622 Restricted Stock Units on January 30, 2026 under the company’s Long-Term Incentive Plan. Each unit is economically equivalent to one share of common stock and will be settled in common shares.

The RSUs vest in full on the first anniversary of the grant date. Following this grant, Donadio beneficially owns 9,284.9 derivative securities related to Norfolk Southern common stock, all held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Donadio Marcela E

Role Director

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

Holdings After Transaction: Restricted Stock Units — 9,284.9 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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 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)	9,284.9	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 Marcela E. Donadio	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) director Marcela Donadio report?

Marcela E. Donadio reported receiving 622 Restricted Stock Units on January 30, 2026. The award was granted under Norfolk Southern’s Long-Term Incentive Plan and is economically equivalent to 622 shares of common stock, to be settled in Norfolk Southern common stock at vesting.

How many Norfolk Southern RSUs did Marcela Donadio receive in this Form 4 filing?

She received 622 Restricted Stock Units in this transaction. Each unit represents the economic equivalent of one Norfolk Southern common share, granted at no stated purchase price, and will ultimately be settled in common stock when the award vests after the specified period.

When do Marcela Donadio’s Norfolk Southern RSUs reported on Form 4 vest?

The RSUs vest in full on the first anniversary of the January 30, 2026 grant date. At that time, the Restricted Stock Units will be settled in Norfolk Southern common stock, converting the units into actual shares for the reporting director’s account.

What is the total Norfolk Southern equity-linked holding reported after this RSU grant?

After the grant, Marcela Donadio beneficially owns 9,284.9 derivative securities linked to Norfolk Southern common stock. This figure includes the newly granted 622 Restricted Stock Units and reflects her direct derivative holdings as disclosed in the Form 4 filing.

What plan governs the RSU grant to Norfolk Southern director Marcela Donadio?

The 622 Restricted Stock Units were granted under the Norfolk Southern Corporation Long-Term Incentive Plan. The footnote explains that the units are exempt under Section 16(b), economically equal to common shares, and will be settled in Norfolk Southern common stock upon vesting.