Director Lori Ryerkerk receives 622 RSUs at Norfolk Southern (NSC)

Rhea-AI Filing Summary

Norfolk Southern Corporation director Lori Ryerkerk received a grant of restricted stock units. On January 30, 2026, she was credited with 622 Restricted Stock Units under the Norfolk Southern Corporation Long-Term Incentive Plan. Each unit is the economic equivalent of one share of common stock and will be settled in common stock.

These units vest in full on the first anniversary of the grant date. Following this grant, Ryerkerk beneficially owns 1,336.4613 derivative securities in the form of Restricted Stock Units, held directly.

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^*

Ryerkerk Lori

(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)
01/30/2026

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)	01/30/2026		A(1)		622(1)		(1)	(1)	Common Stock	622	(1)	1,336.4613	D

Explanation of Responses:

1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2026, specified under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units will be settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date.

	J. Jeremy Ballard via P.O.A. for Lori Ryerkerk	02/03/2026
	** 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 NSC director Lori Ryerkerk report on this Form 4?

Lori Ryerkerk reported receiving 622 Restricted Stock Units on January 30, 2026. These units were granted under the Norfolk Southern Corporation Long-Term Incentive Plan and are the economic equivalent of common stock shares, to be settled in Norfolk Southern common stock.

How many Norfolk Southern (NSC) restricted stock units did Lori Ryerkerk receive?

She received 622 Restricted Stock Units in the reported transaction. The filing notes these units are exempt under Section 16(b) and were credited to her account on January 30, 2026, as part of the Norfolk Southern Corporation Long-Term Incentive Plan.

When do Lori Ryerkerk’s newly granted NSC restricted stock units vest?

The restricted stock units vest in full on the first anniversary of the January 30, 2026 grant date. At that time, the units will be settled in Norfolk Southern Corporation common stock, aligning her compensation more closely with shareholder interests over that period.

What is each Norfolk Southern restricted stock unit economically equivalent to in this Form 4?

Each Restricted Stock Unit is the economic equivalent of one share of Norfolk Southern Corporation common stock. According to the filing, these units will ultimately be settled in common stock upon vesting, which occurs on the first anniversary of the grant date.

How many NSC derivative securities does Lori Ryerkerk own after this transaction?

After the January 30, 2026 grant, Lori Ryerkerk beneficially owns 1,336.4613 derivative securities. The filing identifies these as Restricted Stock Units related to Norfolk Southern Corporation common stock, held directly in her account following the reported award.

Under what plan were the NSC restricted stock units granted to Lori Ryerkerk?

The units were granted under the Norfolk Southern Corporation Long-Term Incentive Plan. The filing explains that the 622 Restricted Stock Units are exempt under Section 16(b) and are credited to the reporting person’s account in accordance with that incentive plan’s terms.