NSC Insider: 5.5427 Dividend-Equivalent RSUs Credited to Director, To Be Settled in Stock

Rhea-AI Filing Summary

William Clyburn Jr., a director of Norfolk Southern Corporation (NSC), received a small award of restricted stock units (RSUs) as dividend equivalents under the companys Long-Term Incentive Plan. The award represents 5.5427 RSUs, valued at $286.87 per share, and these units will be settled in common stock when paid. After crediting these dividend-equivalent RSUs, the reporting persons beneficial ownership is listed as 1,183.3426 shares on a direct basis. The filing reports this routine equity compensation credit and explains the RSUs stem from dividend equivalents on existing restricted stock units.

Positive

• Director received 5.5427 RSUs credited as dividend equivalents, which increases the reporting person's ownership
• RSUs will be settled in common stock, providing clarity on eventual share issuance
• Direct beneficial ownership is transparently reported as 1,183.3426 shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Minor equity compensation credited as dividend-equivalent RSUs, modestly increasing the directors direct holdings.

The reported transaction is a routine non-cash credit of 5.5427 restricted stock units under Norfolk Southerns Long-Term Incentive Plan, recorded as dividend equivalents on previously granted RSUs and to be settled in common stock. The per-share market reference of $286.87 is used to value the units for reporting; the transaction increases direct beneficial ownership to 1,183.3426 shares. This is a standard compensation mechanics disclosure and does not indicate cash purchase or sale activity.

Corporate Governance Expert

TL;DR: Routine director compensation disclosure; no governance concern evident from the reported credit of RSUs.

The form shows the director received dividend-equivalent RSUs rather than an exercisable option or sale. Disclosure is consistent with governance best practices for reporting equity awards and insider holdings. The nature of the units (to be settled in common stock) and the direct ownership designation are clearly stated, providing transparency about potential future dilution and the insiders stake. No unusual terms or material governance actions are disclosed.

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
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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^*

Clyburn William 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)
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)
			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)	08/20/2025		A(1)		5.5427(1)		(1)	(1)	Common Stock	5.5427	$286.87(1)	1,183.3426	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 William Clyburn, 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.

FAQ

What did Norfolk Southern director William Clyburn Jr. receive as reported on the Form 4?

The Form 4 reports a credit of 5.5427 restricted stock units (RSUs) issued as dividend equivalents under the company's Long-Term Incentive Plan.

How are the credited RSUs valued in the filing?

The RSUs are reported with a reference market value of $286.87 per share for purposes of the transaction disclosure.

Will the RSUs be converted into common stock?

Yes, the filing states these dividend-equivalent RSUs ultimately will be satisfied in common stock when paid.

How did the transaction affect the director's holdings?

After the credited RSUs, the director's direct beneficial ownership is listed as 1,183.3426 shares.

Does the Form 4 report a cash purchase or sale by the director?

No. The Form 4 reports a non-cash credit of RSUs as dividend equivalents, not a cash purchase or sale.