Norfolk Southern (NSC) director receives dividend-based restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Heitkamp Mary Kathryn reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director Mary Kathryn Heitkamp reported a small, routine compensation-related transaction. She received 7.7854 restricted stock units as a grant tied to dividend equivalent payments under the company’s Long-Term Incentive Plan, based on the market value of the common stock on the dividend date. These units will ultimately be settled in common stock, bringing her total restricted stock unit balance to 1,826.5729 units held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Heitkamp Mary Kathryn

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	7.785	$315.38	$2K

Holdings After Transaction: Restricted Stock Units — 1,826.573 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

RSU grant: 7.7854 units Reference stock value: $315.3800 per share Total RSUs after transaction: 1,826.5729 units

3 metrics

RSU grant 7.7854 units Dividend equivalent RSUs granted on common stock

Reference stock value $315.3800 per share Market value used to calculate dividend equivalent RSUs

Total RSUs after transaction 1,826.5729 units Restricted stock units held following grant

Key Terms

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

3 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.

dividend equivalent payments financial

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

Long-Term Incentive Plan financial

"the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments"

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.

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 04:26 PM

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^*

Heitkamp Mary Kathryn

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/20/2026		A⁽¹⁾		7.7854⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	7.7854	$315.38⁽¹⁾	1,826.5729	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 Mary Kathryn Heitkamp	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Norfolk Southern (NSC) disclose for Mary Kathryn Heitkamp?

Norfolk Southern director Mary Kathryn Heitkamp received 7.7854 restricted stock units as a grant. The award reflects dividend equivalent payments under the Long-Term Incentive Plan and will ultimately be settled in Norfolk Southern common stock, increasing her deferred equity-based holdings.

Was Mary Kathryn Heitkamp’s Form 4 transaction in NSC stock a market buy or sell?

The Form 4 shows no open-market buy or sell by Mary Kathryn Heitkamp. Instead, she was granted 7.7854 restricted stock units as compensation via dividend equivalents, a routine, non-market transaction credited to her incentive plan account.

How many restricted stock units does Mary Kathryn Heitkamp hold after this NSC transaction?

After the reported grant, Mary Kathryn Heitkamp holds a total of 1,826.5729 restricted stock units. These units are credited under Norfolk Southern’s Long-Term Incentive Plan and are designed to be satisfied in shares of common stock at settlement.

What is the basis for the 7.7854 RSU grant reported by Norfolk Southern (NSC)?

The 7.7854 restricted stock units represent dividend equivalent payments on existing restricted stock units. They were calculated using the market value of Norfolk Southern common stock on the dividend payment date, mirroring cash dividends but delivered in additional RSUs.

How will the new restricted stock units for Norfolk Southern (NSC) director Heitkamp be settled?

The newly credited 7.7854 restricted stock units will ultimately be settled in Norfolk Southern common stock. They are part of the company’s Long-Term Incentive Plan and function as deferred equity compensation rather than cash dividends or immediate share issuances.