Norfolk Southern (NSC) director gains 7.744 dividend-equivalent RSUs

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director Sameh Fahmy reported an acquisition of 7.744 restricted stock units. The transaction occurred on February 20, 2026 and reflects dividend-equivalent credits under the Norfolk Southern Long-Term Incentive Plan, based on the market value of the company’s common stock on the dividend payment date.

After this award, Fahmy holds a total of 1,818.7875 restricted stock units directly. According to the footnote, these units are credited to the plan account as dividend equivalents on existing units and will ultimately be settled in Norfolk Southern common stock.

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^*

Fahmy Sameh

(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)
02/20/2026

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)
			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)	02/20/2026		A(1)		7.744(1)		(1)	(1)	Common Stock	7.744	$315.715(1)	1,818.7875	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 Sameh Fahmy	02/24/2026
	** 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) director Sameh Fahmy report?

Director Sameh Fahmy reported acquiring 7.744 restricted stock units. These units were credited as dividend-equivalent payments under the Norfolk Southern Long-Term Incentive Plan and will ultimately be settled in company common stock, increasing his direct restricted stock unit holdings.

When did the reported Norfolk Southern (NSC) restricted stock unit transaction occur?

The restricted stock unit transaction occurred on February 20, 2026. On that date, 7.744 units were credited to Sameh Fahmy’s account as dividend equivalents under the company’s Long-Term Incentive Plan, based on the market value of Norfolk Southern common stock.

How many Norfolk Southern (NSC) restricted stock units does Sameh Fahmy hold after this Form 4?

After this transaction, Sameh Fahmy beneficially owns 1,818.7875 restricted stock units directly. This total includes the 7.744 units newly credited as dividend-equivalent payments under Norfolk Southern’s Long-Term Incentive Plan and represents units that will ultimately be satisfied in common stock.

What is the nature of the 7.744 restricted stock units reported for Norfolk Southern (NSC)?

The 7.744 restricted stock units are dividend-equivalent credits. They were added to Sameh Fahmy’s Long-Term Incentive Plan account based on the market value of Norfolk Southern common stock on the dividend payment date and will later be settled in common shares.

Was the Norfolk Southern (NSC) Form 4 transaction a market purchase or sale?

The Form 4 reports a grant or other acquisition, not an open-market trade. The transaction reflects dividend-equivalent restricted stock units credited under Norfolk Southern’s Long-Term Incentive Plan, rather than a buy or sell of common shares in the market.

How was the 7.744 figure for Norfolk Southern (NSC) restricted stock units calculated?

The 7.744 restricted stock units were calculated as dividend equivalents. They are based on dividend payments applied to previously held restricted stock units, using the market value of Norfolk Southern common stock on the dividend payment date, as described in the filing footnote.