[Form 4] Norfolk Southern Corp. Insider Trading Activity

Rhea-AI Filing Summary

Mary Kathryn Heitkamp, a director of Norfolk Southern Corporation (NSC), was credited with 1,183.3426 restricted stock units (RSUs) on 08/20/2025 as dividend equivalent payments under the company’s Long-Term Incentive Plan. These RSUs were recorded at a per-share market value of $286.87, and the units ultimately will be settled in common stock. The Form 4 was executed via power of attorney by J. Jeremy Ballard on 08/22/2025. The filing reports a routine, non-derivative acquisition of equity-linked compensation units rather than a cash purchase or sale.

Positive

• Credited RSUs will be settled in common stock, increasing alignment between the director and shareholders
• Clear disclosure of dividend-equivalent crediting under the Long-Term Incentive Plan, with transaction and reporting dates provided

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider crediting of dividend-equivalent RSUs totaling 1,183.3426 units, recorded at $286.87 per share.

The Form 4 documents a non-derivative acquisition event where restricted stock units were credited as dividend equivalents under Norfolk Southern’s Long-Term Incentive Plan. This is a compensation-related equity accrual rather than an open-market trade, and the units are to be satisfied in common stock. The transaction date is 08/20/2025 and the reporting was completed via power of attorney on 08/22/2025. For investors, this is a standard insider holding adjustment with no immediate cash flow impact on the issuer.

Corporate Governance Expert

TL;DR: Compensation-plan mechanics recorded; disclosure aligns with Section 16 reporting requirements.

The filing clarifies that the RSUs represent dividend equivalents credited to the director’s account and will convert to common shares when settled. The Form 4 indicates proper reporting of director compensation-related equity movements. There is no indication of other related-party transactions or changes in control; the disclosure appears routine and compliant with reporting rules.

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
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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^*

Heitkamp Mary Kathryn

(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)
08/20/2025

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)	08/20/2025		A(1)		5.5427(1)		(1)	(1)	Common Stock	5.5427	$286.87(1)	1,183.3426	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 Mary Kathryn Heitkamp	08/22/2025
	** 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 did Mary Kathryn Heitkamp report on Form 4 for NSC?

She reported being credited with 1,183.3426 restricted stock units as dividend equivalents under Norfolk Southern’s Long-Term Incentive Plan, with a transaction date of 08/20/2025.

Were the reported RSUs purchased or granted as compensation?

The RSUs were credited as dividend equivalent payments on restricted stock units held under the plan and ultimately will be satisfied in common stock.

What per-share value is shown on the Form 4 for the credited units?

$286.87 per share is the market value used in the filing for the credited restricted stock units.

Who signed or executed the Form 4 filing for Mary Kathryn Heitkamp?

J. Jeremy Ballard executed the form via power of attorney on 08/22/2025.

What is the filer’s relationship to Norfolk Southern (NSC)?

Mary Kathryn Heitkamp is listed as a director of Norfolk Southern Corporation.