Norfolk Southern (NSC): Director Credited RSUs Valued $286.87 Each

Rhea-AI Filing Summary

Lori Ryerkerk, a director of Norfolk Southern Corporation (NSC), received restricted stock units as dividend equivalents on 08/20/2025 that will be settled in common stock. The Form 4 reports an award of 3.3304 restricted stock units credited at a market value of $286.87 per share, resulting in 711.0358 shares beneficially owned following the transaction. The units were credited under the company’s Long-Term Incentive Plan and represent dividend-equivalent payments on existing restricted stock units; they will ultimately be converted into common stock. The filing was executed by J. Jeremy Ballard via power of attorney and dated 08/22/2025.

Positive

• Director compensation documented transparently: the Form 4 discloses the RSU credit and resulting beneficial ownership.
• Units to be settled in common stock: the filing specifies the RSUs are dividend equivalents that will be satisfied in common stock under the Long-Term Incentive Plan.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received dividend-equivalent RSUs increasing beneficial ownership to 711.0358 shares; transaction is compensatory, not a sale.

The Form 4 shows a compensatory issuance rather than a market purchase or sale: 3.3304 restricted stock units credited as dividend equivalents at a reported value of $286.87 per share. These units are recorded under the Long-Term Incentive Plan and are to be satisfied in common stock, increasing reported beneficial ownership to 711.0358 shares. For investors, this is a routine compensation accounting event and does not reflect a change in confidence through trading activity by the director.

Corporate Governance Expert

TL;DR: This filing documents routine director compensation via dividend-equivalent RSUs; governance implications are standard and non-material.

The disclosure clarifies that the credited units are dividend equivalents on previously granted restricted stock units and will convert to common stock under the Long-Term Incentive Plan. The Form 4 was signed via power of attorney, which is common for administrative filings. There is no indication of any extraordinary governance action, acceleration, or waiver tied to this entry in the filing.

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^*

Ryerkerk Lori

(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)		3.3304		(1)	(1)	Common Stock	3.3304	$286.87(1)	711.0358	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 Lori Ryerkerk	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 Lori Ryerkerk report on Form 4 for NSC?

The Form 4 reports receipt of 3.3304 restricted stock units credited as dividend equivalents, resulting in 711.0358 shares beneficially owned following the transaction.

When was the NSC transaction dated and filed?

The transaction date was 08/20/2025 and the Form 4 shows an execution/filing date of 08/22/2025 via power of attorney.

What value per share is reported for the RSUs on the Form 4?

The Form 4 lists a value of $286.87 per share for the restricted stock units credited as dividend equivalents.

Will these restricted stock units be converted to NSC common stock?

Yes. The filing states the dividend-equivalent units will ultimately be satisfied in common stock under Norfolk Southern’s Long-Term Incentive Plan.

Who signed the Form 4 for Lori Ryerkerk?

J. Jeremy Ballard signed the Form 4 via power of attorney on behalf of Lori Ryerkerk.