Norfolk Southern Insider Filing: Dividend-Equivalent RSUs and Deferred Units

Q: What did Norfolk Southern director John C. Huffard Jr. report on Form 4 (NSC)?

The Form 4 reports 11.1686 deferred stock units credited under the Directors' Deferred Fee Plan and 21.4779 restricted stock units credited under the Long-Term Incentive Plan on 08/20/2025.

Q: Are the deferred stock units reported on the Form 4 settled in cash or stock?

The deferred stock units are described as cash-settled upon the director's retirement or elected payment date.

Q: Do these Form 4 entries indicate the director sold or purchased Norfolk Southern shares?

No. The filing shows accruals of units as dividend equivalents (non-derivative credits), not open-market purchases or sales.

Q: What values per unit are shown for the credited units on the Form 4?

The filing lists values of $285.49 per deferred stock unit and $286.87 per restricted stock unit used to calculate credited amounts.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Norfolk Southern director John C. Huffard Jr. received additional equity units as dividend equivalents on August 20, 2025. The Form 4 reports 11.1686 deferred stock units credited under the Directors' Deferred Fee Plan (valued at $285.49 each) that will be paid in cash when the director retires or elects payment. It also shows 21.4779 restricted stock units credited under the Long-Term Incentive Plan (valued at $286.87 each) that will be settled in common stock. These entries reflect routine, non-sale accruals of compensation tied to dividend reinvestment and dividend equivalents.

Positive

Transparent reporting of dividend-equivalent credits to deferred stock units and restricted stock units
Deferred units are cash-settled, reducing immediate share dilution risk
Restricted stock units will be settled in common stock, aligning director compensation with shareholder outcomes

Negative

None.

Insights

TL;DR: Routine insider compensation accruals; no disposals or purchases affecting outstanding shares.

These transactions are non-cash accruals: deferred stock units credited and restricted stock units credited as dividend equivalents. The deferred units are cash-settled, while the RSUs convert to shares at settlement, modestly increasing potential future share count but not an immediate dilution event. This Form 4 does not show sales or purchases that would signal liquidity moves by the director.

TL;DR: Compensation mechanics functioning as designed; disclosures meet Section 16 reporting of awarded units.

The filing documents standard plan mechanics: dividend reinvestment on deferred units and dividend equivalents on RSUs. The explanation clarifies settlement method differences (cash for deferred units, stock for RSUs), which is important for governance transparency. No governance red flags such as accelerated vesting or related-party transfers are disclosed.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Huffard John C Jr

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units - Dir. Def. Fee Plan	11.169	$285.49	$3K
Grant/Award	Restricted Stock Units	21.478	$286.87	$6K

Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 2,373.027 shares (Direct); Restricted Stock Units — 4,585.454 shares (Direct)

Footnotes (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. 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.

Form 4 Insider Transactions: What Each Field Means →

08/22/2025 - 10:17 AM

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

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)
08/20/2025

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)
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)
Deferred Stock Units - Dir. Def. Fee Plan	⁽¹⁾	08/20/2025		A⁽¹⁾		11.1686⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	11.1686	$285.49⁽¹⁾	2,373.027	D
Restricted Stock Units	⁽²⁾	08/20/2025		A⁽²⁾		21.4779⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	21.4779	$286.87⁽²⁾	4,585.4536	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.

2. 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 John C. Huffard, Jr.	08/22/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Norfolk Southern director John C. Huffard Jr. report on Form 4 (NSC)?

The Form 4 reports 11.1686 deferred stock units credited under the Directors' Deferred Fee Plan and 21.4779 restricted stock units credited under the Long-Term Incentive Plan on 08/20/2025.

Are the deferred stock units reported on the Form 4 settled in cash or stock?

The deferred stock units are described as cash-settled upon the director's retirement or elected payment date.

Will the restricted stock units reported convert into Norfolk Southern common shares?

Yes. The restricted stock units are credited as dividend equivalents and are stated to be ultimately satisfied in common stock.

Do these Form 4 entries indicate the director sold or purchased Norfolk Southern shares?

No. The filing shows accruals of units as dividend equivalents (non-derivative credits), not open-market purchases or sales.

What values per unit are shown for the credited units on the Form 4?

The filing lists values of $285.49 per deferred stock unit and $286.87 per restricted stock unit used to calculate credited amounts.