Norfolk Southern (NSC) director adds RSU dividend equivalents under incentive plan

Rhea-AI Filing Summary

Fahmy Sameh reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director Sameh Fahmy received additional restricted stock units as compensation. On 2026-05-20, his account under the Norfolk Southern Corporation Long-Term Incentive Plan was credited with 7.7854 restricted stock units. These units were granted as dividend equivalent payments, based on the market value of the company’s common stock on the dividend payment date.

Each unit represents the right to receive one share of common stock in the future, so this award modestly increases his future equity stake. Following this credit, Fahmy holds a total of 1,826.5729 restricted stock units directly under the plan.

Insights

Equity compensation analyst

Director received a small routine RSU credit tied to dividends.

Director Sameh Fahmy was credited with 7.7854 restricted stock units under Norfolk Southern’s Long-Term Incentive Plan. The units arise from dividend equivalent payments, meaning cash dividends on existing awards are mirrored in additional RSUs rather than cash.

This is compensation-related, not an open-market purchase or sale, and therefore carries weak signaling value about the director’s view of the stock. The filing notes these units will ultimately be settled in common stock, incrementally increasing Fahmy’s equity exposure as they convert over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fahmy Sameh

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	7.785	$315.38	$2K

Holdings After Transaction: Restricted Stock Units — 1,826.573 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 7.7854 units Reference stock price: $315.38 per share Total RSUs after transaction: 1,826.5729 units +1 more

4 metrics

RSUs granted 7.7854 units Restricted stock units credited on 2026-05-20

Reference stock price $315.38 per share Market value used for dividend equivalent calculation

Total RSUs after transaction 1,826.5729 units Director’s restricted stock unit balance following credit

Conversion price $0.00 exercise price RSUs settle in common stock with no exercise cost

Key Terms

Restricted Stock Units, dividend equivalent payments, Long-Term Incentive Plan, common stock

4 terms

Restricted Stock Units financial

"Reports the number of restricted stock units credited to the reporting person's account"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent payments financial

"in the form of dividend equivalent payments on restricted stock units held under the plan"

Long-Term Incentive Plan financial

"the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

common stock financial

"calculated on the basis of the market value of the corporation's common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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^*

Fahmy Sameh

(Last) (First) (Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA GEORGIA 30308

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	05/20/2026		A(1)		7.7854(1)		(1)	(1)	Common Stock	7.7854	$315.38(1)	1,826.5729	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	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Norfolk Southern (NSC) director Sameh Fahmy report on this Form 4?

He reported receiving 7.7854 restricted stock units as a compensation-related credit. These RSUs were added to his Long-Term Incentive Plan account as dividend equivalent payments and will ultimately be settled in Norfolk Southern common stock, modestly increasing his future equity stake.

How many restricted stock units does Sameh Fahmy hold after this NSC transaction?

After this transaction, Sameh Fahmy holds a total of 1,826.5729 restricted stock units. All of these units are credited under the Norfolk Southern Long-Term Incentive Plan and are expected to be satisfied in common stock, representing deferred equity-based compensation rather than cash.

Was the Norfolk Southern (NSC) Form 4 an open-market buy or sell?

No, it was not an open-market trade. The filing shows a grant of 7.7854 restricted stock units classified as a compensation-related acquisition, created by dividend equivalent payments on existing RSUs, rather than Fahmy buying or selling NSC shares in the market.

What are dividend equivalent payments in Norfolk Southern’s Long-Term Incentive Plan?

Dividend equivalent payments credit additional restricted stock units instead of cash when dividends are paid. For NSC, the number of RSUs is calculated using the market value of the common stock on the dividend payment date, increasing participants’ future stock-based compensation over time.

How is the transaction price per NSC restricted stock unit determined in this Form 4?

The transaction shows a reference price of $315.38 per unit, based on the market value of Norfolk Southern common stock on the dividend payment date. This price is used to calculate how many dividend-equivalent restricted stock units are credited to the reporting person’s incentive plan account.