Norfolk Southern (NSC) awards director 968 restricted stock units

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Norfolk Southern Corporation director Richard H. Anderson received a grant of 968 restricted stock units (RSUs) on January 30, 2026 under the company’s Long-Term Incentive Plan. Each unit is economically equivalent to one share of common stock and will be settled in stock.

The RSUs vest in full on the first anniversary of the grant date. Following this award, Anderson beneficially owns 2,358.9528 RSUs directly, aligning a portion of his compensation with Norfolk Southern’s future share performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ANDERSON RICHARD H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	968	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,358.953 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 05:32 PM

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
Estimated average burden
hours per response:			0.5

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

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)
01/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/30/2026		A⁽¹⁾		968⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	968	⁽¹⁾	2,358.9528	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 January 30, 2026, specified 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 will be settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date.

	J. Jeremy Ballard via P.O.A. for Richard H. Anderson	02/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Norfolk Southern (NSC) report for Richard H. Anderson?

Norfolk Southern reported a grant of 968 restricted stock units to director Richard H. Anderson. The award is part of the company’s Long-Term Incentive Plan and is structured to mirror the value of Norfolk Southern common stock over time.

How many Norfolk Southern (NSC) RSUs does Richard H. Anderson now beneficially own?

After the January 30, 2026 grant, Richard H. Anderson beneficially owns 2,358.9528 restricted stock units. These units represent a deferred form of equity compensation that tracks Norfolk Southern’s common stock and is designed to align director incentives with shareholder interests.

When do Richard H. Anderson’s newly granted Norfolk Southern (NSC) RSUs vest?

The 968 restricted stock units granted to Richard H. Anderson vest in full on the first anniversary of the January 30, 2026 grant date. Once vested, they will be settled in Norfolk Southern common stock, delivering shares rather than cash to the director.

What is the economic value structure of the Norfolk Southern (NSC) RSUs granted to Richard H. Anderson?

Each restricted stock unit granted to Richard H. Anderson is the economic equivalent of one share of Norfolk Southern common stock. Although reported with a zero purchase price, the units deliver value based on the company’s share price when they are ultimately settled.

Under which plan were the Norfolk Southern (NSC) RSUs granted to Richard H. Anderson?

The 968 restricted stock units were granted under the Norfolk Southern Corporation Long-Term Incentive Plan. This plan provides equity-based awards, such as RSUs, to directors and executives to encourage long-term alignment with company performance and shareholder value.