NSC Form 4: Director awarded dividend-equivalent restricted stock units

Rhea-AI Filing Summary

Norfolk Southern Corporation (NSC) director transaction: A company director reported receiving 5.7009 restricted stock units on 11/20/2025 under the Norfolk Southern Corporation Long-Term Incentive Plan. These units were credited as dividend equivalent payments based on the market value of Norfolk Southern common stock on the dividend payment date, at a reference price of $282.86 per share.

Following this transaction, the director beneficially owns a total of 1,189.0435 derivative securities in the form of restricted stock units, held directly. The units will ultimately be settled in Norfolk Southern common stock, aligning the director’s interests with those of shareholders through equity-based compensation.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clyburn William Jr.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5.701	$282.86	$2K

Holdings After Transaction: Restricted Stock Units — 1,189.044 shares (Direct)

Footnotes (1)

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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^*

Clyburn William Jr.

(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)
11/20/2025

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)	11/20/2025		A(1)		5.7009(1)		(1)	(1)	Common Stock	5.7009	$282.86(1)	1,189.0435	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 William Clyburn, Jr.	11/24/2025
	** 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 insider transaction did Norfolk Southern (NSC) report in this Form 4?

A Norfolk Southern director reported receiving 5.7009 restricted stock units on 11/20/2025 as part of the company’s long-term incentive plan.

How were the new Norfolk Southern (NSC) restricted stock units calculated?

The 5.7009 restricted stock units were credited as dividend equivalent payments, calculated using the market value of Norfolk Southern common stock on the dividend payment date at $282.86 per share.

How many Norfolk Southern (NSC) restricted stock units does the director now beneficially own?

After the reported transaction, the director beneficially owns 1,189.0435 restricted stock units, held in the company’s long-term incentive plan.

Will the reported Norfolk Southern (NSC) restricted stock units be paid in cash or stock?

The filing states that these restricted stock units will ultimately be satisfied in common stock of Norfolk Southern.

Is this Norfolk Southern (NSC) Form 4 filed for one reporting person or a group?

The Form 4 is indicated as filed by one reporting person, who serves as a director of Norfolk Southern.

What plan granted the restricted stock units reported for Norfolk Southern (NSC)?

The units were credited under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalents on existing restricted stock units.