NSC Form 4 shows director now holding 1,877.1633 RSUs

Rhea-AI Filing Summary

Norfolk Southern Corp. (NSC) director reports automatic stock-based award activity. On 11/20/2025, the reporting person received 9.0001 restricted stock units under the Norfolk Southern Corporation Long-Term Incentive Plan. The units were credited as dividend equivalent payments on existing restricted stock units, based on the market value of Norfolk Southern common stock of $282.86 on the dividend payment date.

After this transaction, the reporting person beneficially owned 1,877.1633 restricted stock units, held in direct ownership. These restricted stock units are scheduled to be settled in shares of Norfolk Southern common stock in the future, aligning the director’s economic interest with shareholders over time.

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^*

Davidson Phillip S

(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)		9.0001(1)		(1)	(1)	Common Stock	9.0001	$282.86(1)	1,877.1633	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	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 on this Form 4?

The filing reports that a director of Norfolk Southern received 9.0001 restricted stock units as part of the company’s long-term incentive plan.

How were the new restricted stock units for NSC’s director calculated?

The 9.0001 restricted stock units were credited as dividend equivalent payments on existing restricted stock units, based on the market value of Norfolk Southern common stock of $282.86 on the dividend payment date.

How many restricted stock units does the NSC director own after this transaction?

Following the reported transaction, the director beneficially owns 1,877.1633 restricted stock units, held in direct ownership.

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

The units are credited under the Norfolk Southern Corporation Long-Term Incentive Plan, which awards restricted stock units and related dividend equivalents.

Will the Norfolk Southern director receive common stock for these restricted stock units?

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

Is the NSC director’s ownership reported as direct or indirect?

The Form 4 shows the ownership form as Direct (D) for the 1,877.1633 restricted stock units held after the transaction.