Norfolk Southern director granted new RSU dividend units

LAMPHERE GILBERT H reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

LAMPHERE GILBERT H reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director Gilbert H. Lamphere reported a small compensation-related equity award. He received 2.6739 restricted stock units credited to his account under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalent payments, based on the market value of the company’s common stock on the dividend payment date. Following this award, he holds a total of 627.3336 restricted stock units, which will ultimately be settled in common stock rather than cash. This filing reflects routine, non-market compensation activity rather than an open-market stock purchase or sale.

Insider Trade Summary

Grant/Award: 2.6739 shares

Grant/Award 1 txn

Insider LAMPHERE GILBERT H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2.6739	$315.38	$843.29

Holdings After Transaction: Restricted Stock Units — 627.3336 contracts (Direct)

Footnotes (1)

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

RSUs granted: 2.6739 units Reference stock value: $315.3800 per share Total RSUs after award: 627.3336 units +1 more

4 metrics

RSUs granted 2.6739 units Restricted stock units credited as dividend equivalents

Reference stock value $315.3800 per share Market value basis on dividend payment date

Total RSUs after award 627.3336 units Restricted stock units held following the transaction

Exercise price $0.0000 Conversion or exercise price of the RSUs

Key Terms

Restricted Stock Units, dividend equivalent payments, Long-Term Incentive Plan, common stock, +1 more

5 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

"in 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.

will be satisfied in common stock financial

"These units ultimately will be satisfied in common stock"

FAQ

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

What did Norfolk Southern (NSC) director Gilbert H. Lamphere report in this Form 4?

Gilbert H. Lamphere reported receiving 2.6739 restricted stock units as a compensation-related award. These units were credited as dividend equivalents under Norfolk Southern’s Long-Term Incentive Plan and will ultimately be settled in shares of common stock rather than in cash.

Is Gilbert H. Lamphere buying or selling Norfolk Southern (NSC) shares in this filing?

This filing does not show an open-market buy or sell of Norfolk Southern shares. It reports an automatic grant of 2.6739 restricted stock units as dividend equivalents, a routine compensation entry under the company’s Long-Term Incentive Plan for a board director.

How many restricted stock units does Gilbert H. Lamphere hold after this Norfolk Southern (NSC) transaction?

After this transaction, Gilbert H. Lamphere holds 627.3336 restricted stock units. These units represent future rights to receive an equivalent number of Norfolk Southern common shares, reflecting accumulated awards including the newly credited dividend equivalent units.

What is the value basis used for the new restricted stock units reported for Norfolk Southern (NSC)?

The 2.6739 newly credited restricted stock units were calculated using the market value of Norfolk Southern common stock on the dividend payment date. This aligns the dividend equivalent award’s size with the stock’s trading price at that time, as described in the plan.

What is a dividend equivalent payment under Norfolk Southern’s Long-Term Incentive Plan (NSC)?

A dividend equivalent payment credits additional restricted stock units instead of cash when dividends are paid. For Norfolk Southern’s plan, the number of units is based on the market value of the common stock on the dividend date, increasing the director’s future share-based compensation balance.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:26 PM EDT Learn about SEC filing dates

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^*

LAMPHERE GILBERT H

(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)		2.6739(1)		(1)	(1)	Common Stock	2.6739	$315.38(1)	627.3336	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 Gilbert H. Lamphere	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)