Norfolk Southern (NSC) director granted cash-settled deferred stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ANDERSON RICHARD H reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director Richard H. Anderson received a grant of 251.2031 deferred stock units under the company’s Directors' Deferred Fee Plan, based on a reference price of $314.59 per unit. Following this award, his account holds 1,764.1726 deferred stock units.

These units track the value of Norfolk Southern common stock but will be settled in cash, not shares, after his retirement or at another time allowed by the plan. This is a routine compensation-related award, not an open-market purchase or sale of stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ANDERSON RICHARD H

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units - Dir. Def. Fee Plan	251.203	$314.59	$79K

Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 1,764.173 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

Deferred stock units granted: 251.2031 units Reference price per unit: $314.59 per unit Deferred units after grant: 1,764.1726 units +1 more

4 metrics

Deferred stock units granted 251.2031 units Director award under Directors' Deferred Fee Plan

Reference price per unit <money>$314.59</money> per unit Basis for quarterly fee deferral calculation

Deferred units after grant 1,764.1726 units Total director balance following this transaction

Exercise price <money>$0.00</money> Deferred stock units credited at no exercise cost

Key Terms

Deferred Stock Units, Directors' Deferred Fee Plan, closing market value, settled in cash

4 terms

Deferred Stock Units financial

"Reports the number of deferred stock units credited to the reporting person's account"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Directors' Deferred Fee Plan financial

"credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan"

closing market value financial

"calculated on the basis of the closing market value of the company's common stock"

settled in cash financial

"These units ultimately will be satisfied in cash, not in shares of common stock"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 02:30 PM Accepted by SEC EDGAR 07/01/2026 - 02:29 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^*

ANDERSON RICHARD 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)
06/30/2026

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)
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)
Deferred Stock Units - Dir. Def. Fee Plan	⁽¹⁾	06/30/2026		A⁽¹⁾		251.2031⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	251.2031	$314.59⁽¹⁾	1,764.1726	D

Explanation of Responses:

1. Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan for deferral of quarterly fees, calculated on the basis of the closing market value of the company's common stock on the last trading day of each quarter. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.

	J. Jeremy Ballard via P.O.A. for Richard H. Anderson	07/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Norfolk Southern (NSC) director Richard H. Anderson report in this Form 4?

Richard H. Anderson reported receiving 251.2031 deferred stock units as director compensation. These units are credited under Norfolk Southern’s Directors' Deferred Fee Plan and are tied to the company’s stock price but will eventually be paid out in cash, not shares.

Were any Norfolk Southern (NSC) shares bought or sold in this Form 4?

No, this filing does not show any open-market buy or sell of Norfolk Southern common stock. It reports a grant of deferred stock units, which are bookkeeping entries for compensation and will be settled in cash under the plan’s terms.

How many deferred stock units does the Norfolk Southern (NSC) director now hold?

After this grant, Richard H. Anderson’s account under the Directors' Deferred Fee Plan holds 1,764.1726 deferred stock units. These units reflect deferred quarterly fees and track the value of Norfolk Southern’s common stock over time until cash settlement.

How is the number of deferred stock units calculated for Norfolk Southern (NSC) directors?

The number of deferred stock units is calculated using the closing market value of Norfolk Southern common stock on the last trading day of each quarter. Quarterly fees are converted into units at that price and credited to the director’s deferred fee account.

Will Norfolk Southern (NSC) deferred stock units convert into common shares?

No, the deferred stock units reported here will not convert into common shares. The plan specifies that they will ultimately be satisfied in cash, based on the value of Norfolk Southern stock, at retirement or another time elected under the plan.