Norfolk Southern Director Receives 40.3818 RSUs as Dividend Equivalents

Rhea-AI Filing Summary

Insider equity award reported: Norfolk Southern director Marcela E. Donadio was credited with 40.3818 restricted stock units (RSUs) as dividend equivalents under the company’s Long-Term Incentive Plan, which will settle in common stock. The transaction was recorded with an effective date of 08/20/2025 and uses a per-share valuation of $286.87, increasing her beneficial ownership to 8,621.3653 shares on a direct basis. The filing notes these RSUs are calculated from dividend equivalents and ultimately convert into common shares.

Positive

• Director ownership increased via 40.3818 RSUs, raising direct beneficial holdings to 8,621.3653 shares
• Compensation aligned with shareholders through dividend-equivalent RSUs that will settle in common stock

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent RSU grant increased a director’s direct stake modestly; no cash purchase or sale occurred.

This Form 4 reports a non-cash compensation credit of 40.3818 RSUs to a director under the Long-Term Incentive Plan. Because these are dividend equivalents that will be settled in common stock, the transaction dilutes existing holders only when shares are issued upon settlement; the filing shows the reporting person holds 8,621.3653 shares direct post-credit. The event is operationally standard for executive/director compensation and carries limited immediate market impact.

Corporate Governance Expert

TL;DR: Governance-standard compensation disclosure; reflects routine equity-based pay alignment between director and shareholders.

The disclosure indicates compensation alignment via equity-linked remuneration: dividend equivalents on existing RSUs were converted into additional RSUs. This practice is common to preserve economic parity with cash dividends and to retain directors. There is no indication of trading, policy deviation, or unusual timing in the filing. For governance review, the material fact is that the award increases direct beneficial ownership and will be settled in 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^*

Donadio Marcela E

(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)		40.3818(1)		(1)	(1)	Common Stock	40.3818	$286.87(1)	8,621.3653	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 Marcela E. Donadio	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 transaction did Marcela E. Donadio report on Form 4 for NSC?

The Form 4 reports receipt of 40.3818 restricted stock units (RSUs) credited as dividend equivalents under Norfolk Southern's Long-Term Incentive Plan.

How many shares does Marcela E. Donadio beneficially own after the reported transaction?

After the reported credit, she beneficially owns 8,621.3653 shares on a direct basis.

When was the transaction recorded and what valuation was used?

The transaction date is reported as 08/20/2025 and the filing shows a per-share valuation of $286.87 for reporting purposes.

Will the RSUs be settled in stock or cash for NSC?

The filing states these are dividend-equivalent RSUs that ultimately will be satisfied in common stock.

Does this Form 4 indicate any sale or purchase of stock?

No. The Form 4 shows an equity award credited (non-cash); there is no reported sale or cash purchase of shares.