NSC insider reports RSU settlements and tax withholdings at $282.5

Rhea-AI Filing Summary

Norfolk Southern (NSC) executive Anil Bhatt (EVP & CIDO) filed a Form 4 for transactions on 10/24/2025. Two restricted stock unit settlements converted into common stock: 3,259 shares and 220 shares (both at $0), reflecting distributions under the company’s Long-Term Incentive Plan tied to October 24, 2024 grants. To cover taxes, the filing shows share withholdings of 60 and 1,106 shares at $282.5 per share. Following these transactions, Bhatt directly owns 2,313 shares.

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

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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^*

Bhatt Anil

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CIDO

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

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
Common Stock	10/24/2025		M		3,259	A	$0(1)	3,259	D
Common Stock	10/24/2025		M		220	A	$0(2)	3,479	D
Common Stock	10/24/2025		F		60	D	$282.5	3,419	D
Common Stock	10/24/2025		F		1,106	D	$282.5	2,313	D

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	(2)	10/24/2025		M(2)			220	(2)	(2)	Common Stock	220	(2)	12,364	D
Restricted Stock Units	(1)	10/24/2025		M(1)			3,259	(1)	(1)	Common Stock	3,259	(1)	9,105	D

Explanation of Responses:

1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on October 24, 2024, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock. This distribution represents the first settlement of three installments.

2. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on October 24, 2024, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock. This distribution represents the first settlement of four installments.

	J. Jeremy Ballard via P.O.A. for Anil Bhatt	10/27/2025
	** 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).
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FAQ

What did Norfolk Southern (NSC) report in this Form 4?

EVP & CIDO Anil Bhatt reported RSU settlements into common stock and tax-related share withholdings on 10/24/2025.

How many RSUs were settled into common stock for NSC?

Two settlements converted into common stock: 3,259 shares and 220 shares, each recorded at $0.

What tax withholdings were recorded and at what price?

The filing shows tax withholdings of 60 shares and 1,106 shares at $282.5 per share.

How many NSC shares does the reporting person own after the transactions?

Direct ownership is 2,313 shares following the reported transactions.

What plan were the RSUs granted under and when?

They were granted under the Norfolk Southern Corporation Long‑Term Incentive Plan on October 24, 2024.

Do the RSU settlements represent installment distributions?

Yes. One represents the first of three installments; the other is the first of four installments, per the explanations provided.