Norfolk Southern (NSC) director awarded 7.744 RSU dividend units

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Form Type

Rhea-AI Filing Summary

Norfolk Southern Corp director Mary Kathryn Heitkamp acquired 7.744 restricted stock units. The units were credited to her account on February 20, 2026 under the Norfolk Southern Long-Term Incentive Plan as dividend-equivalent payments based on the market value of the company’s common stock on the dividend date.

After this grant, her direct holdings of restricted stock units increased to 1,818.7875 units, which will ultimately be settled in Norfolk Southern common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Heitkamp Mary Kathryn

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	7.744	$315.715	$2K

Holdings After Transaction: Restricted Stock Units — 1,818.788 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 06:18 PM

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^*

Heitkamp Mary Kathryn

(Last)

(First)

(Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA

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)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/20/2026		A⁽¹⁾		7.744⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	7.744	$315.715⁽¹⁾	1,818.7875	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	02/24/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Norfolk Southern (NSC) director Mary Kathryn Heitkamp report on this Form 4?

Mary Kathryn Heitkamp reported acquiring 7.744 restricted stock units. These units were credited under Norfolk Southern’s Long-Term Incentive Plan as dividend-equivalent payments and increase her direct restricted stock unit holdings that will ultimately be settled in the company’s common stock.

How many restricted stock units did NSC director Mary Kathryn Heitkamp receive?

She received 7.744 restricted stock units. The units represent dividend-equivalent credits on restricted stock units she already held, calculated using the market value of Norfolk Southern common stock on the dividend payment date within the Long-Term Incentive Plan.

Was Mary Kathryn Heitkamp’s NSC transaction a stock purchase on the open market?

No, it was not an open-market stock purchase. The Form 4 shows a grant or award acquisition of restricted stock units as dividend-equivalent credits under Norfolk Southern’s Long-Term Incentive Plan, rather than buying or selling common shares in the market.

How were the new Norfolk Southern (NSC) restricted stock units for Mary Kathryn Heitkamp calculated?

The 7.744 restricted stock units were calculated as dividend-equivalent payments. They were based on the market value of Norfolk Southern’s common stock on the dividend payment date, applied to restricted stock units already held under the Long-Term Incentive Plan.

What will Mary Kathryn Heitkamp’s Norfolk Southern restricted stock units ultimately convert into?

The restricted stock units will ultimately be satisfied in Norfolk Southern common stock. This means that, in accordance with the Long-Term Incentive Plan terms, the credited units will convert into shares of the company’s common stock at settlement rather than remaining as units.

What is Mary Kathryn Heitkamp’s NSC restricted stock unit balance after this Form 4 transaction?

After this transaction, her direct restricted stock unit holdings increased to 1,818.7875 units. This total includes the 7.744 units credited as dividend-equivalent payments and represents the balance that will ultimately be settled in Norfolk Southern common stock.