Norfolk Southern (NSC) director credited new RSUs from dividend equivalents

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director Lori Ryerkerk reported an automatic award of restricted stock units. On February 20, she acquired 3.055 restricted stock units, valued at $315.715 per unit, credited as dividend equivalent payments under the company’s Long-Term Incentive Plan and ultimately payable in common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ryerkerk Lori

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3.055	$315.715	$964.51

Holdings After Transaction: Restricted Stock Units — 1,339.516 shares (Direct)

Footnotes (1)

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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^*

Ryerkerk Lori

(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)
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)
			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)	02/20/2026		A(1)		3.055(1)		(1)	(1)	Common Stock	3.055	$315.715(1)	1,339.5163	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 Lori Ryerkerk	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.

FAQ

What did Norfolk Southern (NSC) director Lori Ryerkerk report on this Form 4?

Lori Ryerkerk reported an automatic acquisition of 3.055 restricted stock units. These units were credited as dividend equivalent payments under Norfolk Southern’s Long-Term Incentive Plan and will ultimately be settled in shares of the company’s common stock.

How many restricted stock units did Lori Ryerkerk acquire in the latest NSC filing?

She acquired 3.055 restricted stock units. The units reflect dividend equivalents on restricted stock units she already holds, calculated using the market value of Norfolk Southern common stock on the dividend payment date under the Long-Term Incentive Plan.

What is the reported value per restricted stock unit in this Norfolk Southern (NSC) Form 4?

The filing shows a value of $315.715 per restricted stock unit. This value is based on the market price of Norfolk Southern common stock on the dividend payment date used to calculate the dividend equivalent units credited.

How many restricted stock units does Lori Ryerkerk hold in total after this NSC transaction?

After this transaction, she is reported to hold 1,339.5163 restricted stock units. This figure reflects her cumulative restricted stock unit balance under Norfolk Southern’s Long-Term Incentive Plan following the 3.055-unit dividend equivalent credit.

Are the restricted stock units reported by NSC director Lori Ryerkerk settled in cash or stock?

The restricted stock units are ultimately satisfied in Norfolk Southern common stock. The filing notes they were credited as dividend equivalent payments and will be settled in shares rather than cash when the units become payable.

What is the source of the restricted stock units credited to Lori Ryerkerk at Norfolk Southern (NSC)?

The units arise from dividend equivalent payments on existing restricted stock units. When Norfolk Southern pays dividends, equivalent value is credited as additional restricted stock units based on the common stock’s market value on the dividend payment date.