Norfolk Southern director adds dividend RSUs

For NORFOLK SOUTHERN CORP (NSC), director Gilbert H. Lamphere reported an acquisition of 2.4343 Restricted Stock Units on 2026-08-20.

Rhea-AI Filing Summary

For NORFOLK SOUTHERN CORP (NSC), director Gilbert H. Lamphere reported an acquisition of 2.4343 Restricted Stock Units on 2026-08-20. These units were credited as dividend equivalent payments under the Norfolk Southern Corporation Long-Term Incentive Plan and will ultimately be satisfied in common stock, bringing his directly held restricted stock units to 629.7679.

Insider Trade Summary

Grant/Award: 2.4343 shares

Grant/Award 1 txn

Insider LAMPHERE GILBERT H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1	2.4343	$347.905	$846.91

Holdings After Transaction: Restricted Stock Units — 629.7679 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

Restricted Stock Units acquired: 2.4343 units Price basis per unit: $347.9050 per unit Restricted Stock Units after transaction: 629.7679 units

3 metrics

Restricted Stock Units acquired 2.4343 units Credited on 2026-08-20 as dividend equivalent payments

Price basis per unit $347.9050 per unit Based on market value of common stock on dividend payment date

Restricted Stock Units after transaction 629.7679 units Total directly held Restricted Stock Units following the award

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"

Long-Term Incentive Plan financial

"credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan"

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 did NSC director Gilbert H. Lamphere report on this Form 4?

Gilbert H. Lamphere reported an acquisition of 2.4343 Restricted Stock Units on 2026-08-20. The units were credited as dividend equivalent payments under the company’s Long-Term Incentive Plan and will ultimately be settled in common stock.

How many Restricted Stock Units does Gilbert H. Lamphere hold in NSC after this transaction?

Following the reported transaction, Gilbert H. Lamphere holds 629.7679 Restricted Stock Units directly. These units are scheduled to be ultimately satisfied in Norfolk Southern common stock under the Long-Term Incentive Plan.

Was the NSC insider transaction a purchase or a grant of equity?

The transaction was reported as a grant/award acquisition of Restricted Stock Units, not an open-market purchase. The 2.4343 units were credited as dividend equivalent payments tied to existing restricted stock units.

How were the new NSC Restricted Stock Units for Gilbert H. Lamphere calculated?

The 2.4343 Restricted Stock Units were calculated as dividend equivalent payments on restricted stock units held under the Norfolk Southern Corporation Long-Term Incentive Plan, based on the market value of the company’s common stock on the dividend payment date.

Does this NSC Form 4 indicate any stock sales by Gilbert H. Lamphere?

No. The Form 4 reports only an acquisition of 2.4343 Restricted Stock Units as dividend equivalent payments. There are no sales or dispositions reported in this filing.

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

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Available on EDGAR 08/24/2026 - 01:09 PM EDT Accepted by SEC EDGAR 08/24/2026 - 01:08 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)
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)
			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)	08/20/2026		A(1)		2.4343(1)		(1)	(1)	Common Stock	2.4343	$347.905(1)	629.7679	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	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)