Norfolk Southern director awarded stock units

ANDERSON RICHARD H reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

ANDERSON RICHARD H reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director Richard H. Anderson reported routine compensation-related awards, not open-market trades. He received 10.1408 restricted stock units as dividend equivalents under the Long-Term Incentive Plan, based on the market value of Norfolk Southern common stock on the dividend payment date. These restricted stock units will ultimately be settled in common stock and increased his restricted stock unit balance to 2,379.1805 units.

He also received 6.5216 deferred stock units under the Directors' Deferred Fee Plan from a deemed reinvestment of dividends on existing deferred units, calculated using the closing market value of the common stock on the dividend payment date. These deferred stock units, which brought his deferred unit balance to 1,512.9695 units, will be satisfied in cash following retirement or another time elected under the plan.

Insider Trade Summary

Grant/Award: 16.6624 shares

Grant/Award 2 txns

Insider ANDERSON RICHARD H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units - Dir. Def. Fee Plan	6.5216	$311.84	$2K
Grant/Award	Restricted Stock Units	10.1408	$315.38	$3K

Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 1,512.9695 contracts (Direct); Restricted Stock Units — 2,379.1805 contracts (Direct)

Footnotes (2)

F1. 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.
F2. 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.

Key Figures

Restricted stock units granted: 10.1408 units RSU reference price: $315.3800 per unit RSU balance after grant: 2,379.1805 units +3 more

6 metrics

Restricted stock units granted 10.1408 units Dividend-equivalent RSUs credited on May 20, 2026

RSU reference price $315.3800 per unit Market value basis for restricted stock unit dividend equivalents

RSU balance after grant 2,379.1805 units Total restricted stock units held following the transaction

Deferred stock units credited 6.5216 units Dividend-based credits under Directors' Deferred Fee Plan

Deferred unit reference price $311.8400 per unit Closing market value used for deferred stock unit credits

Deferred units after credit 1,512.9695 units Total deferred stock units held following the transaction

Key Terms

Restricted Stock Units, Deferred Stock Units - Dir. Def. Fee Plan, deemed reinvestment of dividends, dividend equivalent payments, +1 more

5 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.

Deferred Stock Units - Dir. Def. Fee Plan financial

"Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan"

deemed reinvestment of dividends financial

"in the form of a deemed reinvestment of dividends on deferred stock units held under the plan"

dividend equivalent payments financial

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

Long-Term Incentive Plan financial

"in 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.

FAQ

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What did Norfolk Southern (NSC) director Richard H. Anderson report on this Form 4?

Director Richard H. Anderson reported awards of additional stock-based units, not any stock purchases or sales. He received restricted stock units and deferred stock units as dividend-equivalent credits under existing company compensation and director fee plans tied to Norfolk Southern common stock.

How many restricted stock units did the Norfolk Southern (NSC) director receive?

He received 10.1408 restricted stock units as a grant tied to dividend equivalent payments. These units were credited under the Long-Term Incentive Plan based on the market value of Norfolk Southern common stock on the dividend payment date and will be settled in common stock.

What are the deferred stock units reported by the Norfolk Southern (NSC) director?

The filing shows 6.5216 deferred stock units credited under the Directors' Deferred Fee Plan from a deemed reinvestment of dividends. These units track Norfolk Southern stock value but will ultimately be settled in cash upon retirement or another time the director elected under the plan.

Did the Norfolk Southern (NSC) director buy or sell common shares in the market?

No open-market purchases or sales were reported. The Form 4 only shows acquisitions coded as grants or awards of restricted stock units and deferred stock units, both arising from dividend-related credits under company plans, rather than discretionary trading in Norfolk Southern common stock.

How many restricted stock units does the Norfolk Southern (NSC) director hold after this filing?

After the reported award, the director holds 2,379.1805 restricted stock units. These units were accumulated through the company’s Long-Term Incentive Plan and dividend-equivalent credits and are designed to be settled in Norfolk Southern common stock at the appropriate time under plan terms.

How will the Norfolk Southern (NSC) director’s deferred stock units be settled?

The deferred stock units will be paid in cash, not shares. They represent amounts credited under the Directors’ Deferred Fee Plan from dividend-based calculations on existing units, and will be paid upon the director’s retirement or another elected time allowed by the plan.

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Accepted by SEC EDGAR 05/22/2026 - 04:26 PM EDT

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^*

ANDERSON RICHARD H

(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)
Deferred Stock Units - Dir. Def. Fee Plan	⁽¹⁾	05/20/2026		A⁽¹⁾		6.5216⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	6.5216	$311.84⁽¹⁾	1,512.9695	D
Restricted Stock Units	⁽²⁾	05/20/2026		A⁽²⁾		10.1408⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	10.1408	$315.38⁽²⁾	2,379.1805	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 Richard H. Anderson	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