Norfolk Southern director granted dividend RSUs

Q: How many Restricted Stock Units does the NSC director hold after this transaction?

After the reported transaction, Phillip S. Davidson holds 2,530.3740 Restricted Stock Units directly. These units are part of Norfolk Southern Corporation’s Long-Term Incentive Plan and will ultimately be satisfied in shares of the company’s common stock.

Q: What was the reference price for the NSC Restricted Stock Unit dividend equivalents?

The 9.7808 Restricted Stock Units were credited at a value of $347.9050 per unit, calculated on the basis of the market value of Norfolk Southern Corporation’s common stock on the dividend payment date, as described in the plan footnote.

Q: What is the nature of the equity award reported for NSC’s director?

The award is Restricted Stock Units credited as dividend equivalent payments on RSUs already held under Norfolk Southern Corporation’s Long-Term Incentive Plan. The filing states these units will ultimately be settled in common stock of the company.

Q: Is the NSC Form 4 transaction a purchase or a grant?

The Form 4 characterizes the transaction as a grant/award acquisition (transaction code A) of 9.7808 Restricted Stock Units, not an open-market purchase. The RSUs were credited as dividend equivalents under the company’s Long-Term Incentive Plan.

NORFOLK SOUTHERN CORP (NSC) reported that director Phillip S. Davidson received an acquisition of 9.7808 Restricted Stock Units on August 20, 2026 as a grant/award under the Norfolk Southern Corporation Long-Term Incentive Plan.

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Form Type

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP (NSC) reported that director Phillip S. Davidson received an acquisition of 9.7808 Restricted Stock Units on August 20, 2026 as a grant/award under the Norfolk Southern Corporation Long-Term Incentive Plan. These RSUs were credited as dividend equivalent payments based on the market value of the common stock on the dividend payment date and will ultimately be settled in common stock. Following this award, Davidson holds a total of 2,530.3740 Restricted Stock Units directly.

Insider Trade Summary

Grant/Award: 9.7808 shares

Grant/Award 1 txn

Insider Davidson Phillip S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units ^F1	9.7808	$347.905	$3K

Holdings After Transaction: Restricted Stock Units — 2,530.374 contracts (Direct)

Footnotes (1)

F1. 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.

Key Figures

Restricted Stock Units acquired: 9.7808 units Reference value per Restricted Stock Unit: $347.9050 per unit Restricted Stock Units held after transaction: 2,530.3740 units +1 more

4 metrics

Restricted Stock Units acquired 9.7808 units Grant/award acquisition on August 20, 2026 as dividend equivalent payments

Reference value per Restricted Stock Unit $347.9050 per unit Calculated based on the market value of common stock on the dividend payment date

Restricted Stock Units held after transaction 2,530.3740 units Total direct RSU holdings of Phillip S. Davidson following the award

Underlying common stock shares per RSU 9.7808 shares Underlying common stock corresponding to the 9.7808 RSUs acquired

Key Terms

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

3 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

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

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction was reported at NSC in this Form 4?

The filing reports that director Phillip S. Davidson acquired 9.7808 Restricted Stock Units as a grant/award under Norfolk Southern Corporation’s Long-Term Incentive Plan on August 20, 2026, credited as dividend equivalent payments and ultimately payable in common stock.

How many Restricted Stock Units does the NSC director hold after this transaction?

After the reported transaction, Phillip S. Davidson holds 2,530.3740 Restricted Stock Units directly. These units are part of Norfolk Southern Corporation’s Long-Term Incentive Plan and will ultimately be satisfied in shares of the company’s common stock.

What was the reference price for the NSC Restricted Stock Unit dividend equivalents?

The 9.7808 Restricted Stock Units were credited at a value of $347.9050 per unit, calculated on the basis of the market value of Norfolk Southern Corporation’s common stock on the dividend payment date, as described in the plan footnote.

What is the nature of the equity award reported for NSC’s director?

The award is Restricted Stock Units credited as dividend equivalent payments on RSUs already held under Norfolk Southern Corporation’s Long-Term Incentive Plan. The filing states these units will ultimately be settled in common stock of the company.

Is the NSC Form 4 transaction a purchase or a grant?

The Form 4 characterizes the transaction as a grant/award acquisition (transaction code A) of 9.7808 Restricted Stock Units, not an open-market purchase. The RSUs were credited as dividend equivalents under the company’s Long-Term Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 01:08 PM EDT Accepted by SEC EDGAR 08/24/2026 - 01:08 PM EDT

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^*

Davidson Phillip S

(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)
08/20/2026

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)
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⁾	08/20/2026		A⁽¹⁾		9.7808⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	9.7808	$347.905⁽¹⁾	2,530.374	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 Philip S. Davidson	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR