Norfolk Southern director credited 7.0878 RSUs

NORFOLK SOUTHERN CORP (NSC) reported that director Sameh Fahmy acquired additional derivative-based equity through the company’s Long-Term Incentive Plan.

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP (NSC) reported that director Sameh Fahmy acquired additional derivative-based equity through the company’s Long-Term Incentive Plan. On 2026-08-20, he received 7.0878 Restricted Stock Units as dividend equivalent payments on RSUs already held, valued at $347.9050 per unit. These RSUs will ultimately be settled in common stock, bringing his directly held RSU balance to 1,833.6607 units.

Insider Trade Summary

Grant/Award: 7.0878 shares

Grant/Award 1 txn

Insider Fahmy Sameh

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1	7.0878	$347.905	$2K

Holdings After Transaction: Restricted Stock Units — 1,833.6607 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: 7.0878 units Per-unit value of RSUs: $347.9050 per unit RSUs held after transaction: 1,833.6607 units +1 more

4 metrics

Restricted Stock Units acquired 7.0878 units Dividend equivalent RSUs credited on 2026-08-20

Per-unit value of RSUs $347.9050 per unit Calculated based on NSC common stock market value on dividend payment date

RSUs held after transaction 1,833.6607 units Directly held Restricted Stock Units under Long-Term Incentive Plan after acquisition

Derivative transactions reported 1 transaction Single derivative-type acquisition (code A) reported in this Form 4

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

"in the Norfolk Southern Corporation Long-Term Incentive Plan in the form"

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 Sameh Fahmy report?

He reported an acquisition of 7.0878 Restricted Stock Units on 2026-08-20, credited as dividend equivalent payments under Norfolk Southern’s Long-Term Incentive Plan and ultimately payable in common stock.

At what value were the new RSUs for NSC credited to Sameh Fahmy?

The 7.0878 RSUs were credited at a value of $347.9050 per unit, calculated based on the market value of Norfolk Southern common stock on the dividend payment date.

How many RSUs does Sameh Fahmy hold in NSC after this transaction?

Following the transaction, Sameh Fahmy directly holds 1,833.6607 Restricted Stock Units under Norfolk Southern’s Long-Term Incentive Plan, which will ultimately be settled in common stock.

What is the nature of the RSU grant reported for NSC?

The reported 7.0878 RSUs are not a new award grant but dividend equivalent payments credited on existing restricted stock units, based on the market value of Norfolk Southern common stock on the dividend payment date.

Will Norfolk Southern’s reported RSUs to Sameh Fahmy be paid in cash or stock?

The filing states that these restricted stock units ultimately will be satisfied in common stock of Norfolk Southern, meaning settlement will occur in shares rather than cash.

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

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Available on EDGAR 08/24/2026 - 01:08 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^*

Fahmy Sameh

(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)		7.0878(1)		(1)	(1)	Common Stock	7.0878	$347.905(1)	1,833.6607	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 Sameh Fahmy	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)