NSC Form 4 details dividend-equivalent DSUs and RSUs

Rhea-AI Filing Summary

Norfolk Southern Corporation (NSC) director Richard H. Anderson reported automatic equity-related credits tied to dividend payments. On 11/20/2025, his account received 4.6949 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value of Norfolk Southern common stock on the dividend payment date. These deferred stock units will ultimately be settled in cash upon retirement or another time allowed by the plan. He also received 6.669 restricted stock units under the Long-Term Incentive Plan as dividend equivalent payments, calculated from the market value of the common stock on the dividend date, and these units will ultimately be settled in common stock. Following these transactions, he directly beneficially owned 1,035.2583 deferred stock units and 1,390.9528 restricted stock units.

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^*

ANDERSON RICHARD H

(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)
11/20/2025

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
Deferred Stock Units - Dir. Def. Fee Plan	(1)	11/20/2025		A(1)		4.6949(1)		(1)	(1)	Common Stock	4.6949	$280.22(1)	1,035.2583	D
Restricted Stock Units	(2)	11/20/2025		A(2)		6.669(2)		(2)	(2)	Common Stock	6.669	$282.86(2)	1,390.9528	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	11/24/2025
	** 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.
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FAQ

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

The filing reports that director Richard H. Anderson received additional deferred stock units and restricted stock units on 11/20/2025 as automatic dividend-related credits under company equity plans.

How many deferred stock units did the NSC director receive and under which plan?

The director received 4.6949 deferred stock units under the Norfolk Southern Corporation Directors' Deferred Fee Plan, credited as a deemed reinvestment of dividends based on the closing market value on the dividend payment date.

How many restricted stock units were credited to the NSC director in this Form 4?

The filing shows that 6.669 restricted stock units were credited to the director's account under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalent payments on existing restricted stock units.

How will the deferred stock units and restricted stock units reported by NSC be settled?

The deferred stock units under the Directors' Deferred Fee Plan will be satisfied in cash upon retirement or another elected time. The restricted stock units under the Long-Term Incentive Plan will be satisfied in common stock.

What are the director's total holdings after these transactions according to the NSC Form 4?

After the reported transactions, the director beneficially owned 1,035.2583 deferred stock units and 1,390.9528 restricted stock units, all reported as direct ownership.

Did the NSC Form 4 involve any open market purchases or sales of common stock?

No. The reported activity reflects automatic credits of stock units as dividend equivalents under company plans, not open market purchases or sales of Norfolk Southern common stock.