Norfolk Southern (NSC) director credited dividend-equivalent restricted stock units

Rhea-AI Filing Summary

LAMPHERE GILBERT H reported acquisition or exercise transactions in this Form 4 filing.

Norfolk Southern director Gilbert H. Lamphere reported an automatic award of restricted stock units on February 20, 2026. He was credited with 2.6597 restricted stock units as dividend-equivalent payments, based on a reference price of $315.7150 per share, bringing his total direct restricted stock unit holdings to 624.6597 units. These units are scheduled to 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^*

LAMPHERE GILBERT 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)
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)		2.6597(1)		(1)	(1)	Common Stock	2.6597	$315.715(1)	624.6597	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 Gilbert H. Lamphere	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 did Norfolk Southern (NSC) director Gilbert H. Lamphere report in this Form 4 filing?

Gilbert H. Lamphere reported an acquisition of 2.6597 restricted stock units on February 20, 2026. The units were credited as dividend-equivalent payments under Norfolk Southern’s Long-Term Incentive Plan and increase his direct restricted stock unit holdings.

How many restricted stock units does Gilbert H. Lamphere hold after this NSC transaction?

After this transaction, Gilbert H. Lamphere directly holds 624.6597 restricted stock units. These units were accumulated under Norfolk Southern’s Long-Term Incentive Plan, including the latest 2.6597-unit dividend-equivalent credit reported in the filing.

What is the nature of the restricted stock units acquired by the NSC director?

The restricted stock units represent dividend-equivalent payments credited under Norfolk Southern’s Long-Term Incentive Plan. They are calculated using the market value of Norfolk Southern common stock on the dividend payment date and will ultimately be settled in common stock.

What transaction code was used in Gilbert H. Lamphere’s NSC Form 4?

The transaction used code “A”, which indicates a grant, award, or other acquisition of derivative securities. In this case, it reflects restricted stock units credited as dividend-equivalent payments, not an open-market stock purchase or sale.

Was this NSC Form 4 transaction a market purchase or sale of common stock?

No, the transaction involved restricted stock units, not a market trade in common stock. The units were credited as dividend-equivalent payments under Norfolk Southern’s Long-Term Incentive Plan and are scheduled to be satisfied later in common stock.

How was the number of restricted stock units for the NSC director’s award determined?

The filing states the restricted stock units were calculated based on the market value of Norfolk Southern common stock on the dividend payment date. This method determines how many dividend-equivalent units, in this case 2.6597, are credited to the director’s account.