Norfolk Southern (NSC) director credited dividend-equivalent RSUs under incentive plan

Rhea-AI Filing Summary

DeBiase Francesca A. reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director Francesca A. DeBiase received a small grant of dividend-equivalent restricted stock units. On the reported date, 9.1537 restricted stock units tied to common stock were credited to her account under the company’s Long-Term Incentive Plan, bringing her total restricted stock units to 2147.5908.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DeBiase Francesca A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	9.154	$315.38	$3K

Holdings After Transaction: Restricted Stock Units — 2,147.591 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 9.1537 restricted stock units RSU balance after transaction: 2147.5908 restricted stock units Reference share price: $315.3800 per share +1 more

4 metrics

RSUs granted 9.1537 restricted stock units Dividend-equivalent credit on restricted stock units

RSU balance after transaction 2147.5908 restricted stock units Total RSUs following the grant

Reference share price $315.3800 per share Price used per unit in the RSU transaction record

Underlying shares 9.1537 common shares Common stock underlying the new RSUs

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 under the plan"

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

DeBiase Francesca A.

(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)
05/20/2026

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)	05/20/2026		A(1)		9.1537(1)		(1)	(1)	Common Stock	9.1537	$315.38(1)	2,147.5908	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 Francesca A. DeBiase	05/22/2026
	** 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)

FAQ

What insider transaction did Norfolk Southern (NSC) report for Francesca A. DeBiase?

Norfolk Southern reported that director Francesca A. DeBiase received a grant of 9.1537 restricted stock units. These units were credited as dividend-equivalent payments under the company’s Long-Term Incentive Plan and will ultimately be settled in shares of common stock.

What type of securities did Francesca A. DeBiase acquire in the latest NSC Form 4?

Francesca A. DeBiase acquired restricted stock units (RSUs) linked to Norfolk Southern common stock. The grant reflects dividend-equivalent payments under the company’s Long-Term Incentive Plan, meaning cash dividends are mirrored as additional RSUs instead of cash.

How many restricted stock units were granted to Francesca A. DeBiase in this NSC filing?

The Form 4 shows that 9.1537 restricted stock units were credited to Francesca A. DeBiase’s account. These RSUs correspond to dividend-equivalent payments and increase her total restricted stock unit holdings reported in the plan.

What is Francesca A. DeBiase’s total restricted stock unit balance after this NSC transaction?

After this transaction, Francesca A. DeBiase holds a total of 2147.5908 restricted stock units. This figure reflects her cumulative RSU position in Norfolk Southern’s Long-Term Incentive Plan following the 9.1537-unit dividend-equivalent credit.

How were the new restricted stock units for Norfolk Southern (NSC) director DeBiase calculated?

The additional 9.1537 restricted stock units were calculated based on the market value of Norfolk Southern common stock on the dividend payment date, according to the Long-Term Incentive Plan’s dividend-equivalent provisions.

Will Francesca A. DeBiase’s Norfolk Southern RSUs be paid in cash or stock?

The filing states that these restricted stock units will ultimately be satisfied in Norfolk Southern common stock. The RSUs represent stock-settled awards rather than cash payments, tied to the company’s Long-Term Incentive Plan.