Norfolk Southern (NSC) director updates deferred stock unit holdings

Rhea-AI Filing Summary

Norfolk Southern Corporation director reports dividend-based deferred stock units

A director of Norfolk Southern Corporation recorded an automatic credit of 183.5689 deferred stock units on 12/31/2025 under the company’s Directors’ Deferred Fee Plan. The units were credited as a deemed reinvestment of dividends on existing deferred stock units, using the $288.72 closing market price of Norfolk Southern common stock on the dividend payment date. Following this transaction, the director beneficially holds 2,745.3039 deferred stock units in direct form. These deferred stock units are designed to be settled in cash, not in shares, upon the director’s retirement or at another time allowed under the plan.

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

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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^*

Huffard John C 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)
12/31/2025

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
Deferred Stock Units - Dir. Def. Fee Plan	(1)	12/31/2025		A(1)		183.5689(1)		(1)	(1)	Common Stock	183.5689	$288.72(1)	2,745.3039	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.

	J. Jeremy Ballard via P.O.A. for John C. Huffard, Jr.	01/05/2026
	** 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.

FAQ

What insider transaction did Norfolk Southern (NSC) disclose in this Form 4?

The filing shows a director received 183.5689 deferred stock units on 12/31/2025 under Norfolk Southern’s Directors’ Deferred Fee Plan, tied to a deemed reinvestment of dividends.

What is the total deferred stock unit balance reported by the Norfolk Southern (NSC) director?

After the reported transaction, the director beneficially owns 2,745.3039 deferred stock units, held in direct form in the deferred fee plan.

How was the number of deferred stock units calculated for the Norfolk Southern (NSC) director?

The 183.5689 deferred stock units were credited based on a deemed reinvestment of dividends, using the $288.72 closing market value of Norfolk Southern common stock on the dividend payment date.

Will the Norfolk Southern (NSC) director receive shares or cash for these deferred stock units?

The filing states that the deferred stock units will be satisfied in cash, not in shares of common stock, when the director retires or at another time allowed under the plan.

What is the relationship of the reporting person to Norfolk Southern (NSC)?

The reporting person is identified as a Director of Norfolk Southern Corporation, and the Form 4 is filed for one reporting person.

Does this Norfolk Southern (NSC) Form 4 involve derivative securities?

Yes. The filing reports deferred stock units as derivative securities in Table II, linked to Norfolk Southern common stock and credited under the Directors’ Deferred Fee Plan.