[Form 4] Norfolk Southern Corp. Insider Trading Activity

Rhea-AI Filing Summary

Philip S. Davidson, a director of Norfolk Southern Corporation (NSC), was credited with restricted stock unit dividend equivalents under the companys Long-Term Incentive Plan on 08/20/2025. The Form 4 shows 1,868.1632 common stock equivalents reported as beneficially owned following the transaction. The filing records these units as dividend-equivalent Restricted Stock Units that will ultimately be settled in common stock and reports a per-share market reference of $286.87 on the dividend payment date. The form was filed by one reporting person and signed via power of attorney on 08/22/2025.

Insights

Financial Analyst

TL;DR: Routine insider crediting of dividend-equivalent RSUs to a director; immaterial to near-term valuation.

The filing documents a non-cash credit of dividend-equivalent restricted stock units to a director under the LTIP, increasing reported beneficial ownership to 1,868.1632 shares. This is a compensation-related, equity-settlement event rather than an open-market purchase or sale, so it does not signal a change in insider confidence through trading. The per-share reference value shown is $286.87, which is the market basis for the dividend-equivalent calculation. For investors, this is a governance/compensation disclosure with limited direct impact on capital structure or liquidity.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard SEC requirements for director compensation; no governance red flags.

The Form 4 properly reports the crediting of restricted stock units as dividend equivalents and identifies the reporting person as a director. The explanation states these units will be settled in common stock under the LTIP, which is consistent with typical equity compensation practices. The filing was completed by a single reporting person and signed by a power of attorney, which is a common administrative procedure. There are no indications of unusual timing, related-party transactions, or departures from disclosure norms in this submission.

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^*

Davidson Phillip S

(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)		8.7503(1)		(1)	(1)	Common Stock	8.7503	$286.87(1)	1,868.1632	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 Philip S. Davidson	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 Philip S. Davidson report on the Form 4 for NSC?

The Form 4 reports that Philip S. Davidson was credited with 1,868.1632 restricted stock unit equivalents as dividend equivalents under the Norfolk Southern LTIP on 08/20/2025.

Will the restricted stock units be settled in shares for NSC (ticker NSC)?

Yes. The filing states these dividend-equivalent units "ultimately will be satisfied in common stock" under the companys Long-Term Incentive Plan.

What dollar basis is disclosed for the RSU dividend equivalents in the NSC Form 4?

The Form 4 references a per-share market value of $286.87 used to calculate the dividend-equivalent payments credited as RSUs.

When was the transaction dated and when was the Form 4 signed?

The transaction date is 08/20/2025 and the Form 4 was signed via power of attorney on 08/22/2025.

What is the reporting persons relationship to Norfolk Southern in this filing?

The filing identifies Philip S. Davidson as a Director of Norfolk Southern Corporation and the Form was filed by one reporting person.