Norfolk Southern director receives RSU dividend equivalents

Clyburn William Jr. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Clyburn William Jr. reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director William Clyburn Jr. received additional equity-based compensation through dividend equivalents on existing awards. On this Form 4, he was granted 7.7854 Restricted Stock Units (RSUs) on 2026-05-20, valued at $315.38 per underlying share. These RSUs were credited under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalent payments on RSUs he already held. Following this grant, his total RSU balance reported in this filing is 1,826.5729 units, which will ultimately be settled in common stock rather than cash. No open-market stock purchases or sales were reported.

Insider Trade Summary

Grant/Award: 7.7854 shares

Grant/Award 1 txn

Insider Clyburn William Jr.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	7.7854	$315.38	$2K

Holdings After Transaction: Restricted Stock Units — 1,826.5729 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

RSUs granted: 7.7854 units Per-share value basis: $315.38 per share Total RSUs after grant: 1,826.5729 units +1 more

4 metrics

RSUs granted 7.7854 units Restricted Stock Units credited on May 20, 2026

Per-share value basis $315.38 per share Market value used to calculate dividend equivalent RSUs

Total RSUs after grant 1,826.5729 units RSU balance following the reported transaction

Underlying shares 7.7854 shares Common stock underlying the new RSUs

Key Terms

Restricted Stock Units, dividend equivalent payments, Long-Term Incentive Plan, common stock

4 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.

common stock financial

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

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Norfolk Southern (NSC) report for William Clyburn Jr.?

Norfolk Southern reported that director William Clyburn Jr. received 7.7854 Restricted Stock Units as a grant on May 20, 2026. These units arose from dividend equivalent payments on RSUs he already held and will ultimately be settled in Norfolk Southern common stock.

Was the Norfolk Southern (NSC) Form 4 a stock buy or sell by the director?

The Form 4 for Norfolk Southern shows no open-market stock buy or sell by the director. It reports an acquisition of 7.7854 Restricted Stock Units as a compensation-related grant, credited as dividend equivalents under the company’s Long-Term Incentive Plan.

How many Restricted Stock Units does the Norfolk Southern (NSC) director hold after this transaction?

After the latest grant, director William Clyburn Jr. is shown holding 1,826.5729 Restricted Stock Units. This total reflects his RSU position reported in the filing, including the 7.7854 units credited as dividend equivalent payments tied to Norfolk Southern common stock.

What is the value basis used for the new RSUs in the Norfolk Southern (NSC) Form 4?

The newly credited 7.7854 Restricted Stock Units were calculated using a per-share value of $315.38. The filing states these RSUs represent dividend equivalent payments, based on the market value of Norfolk Southern’s common stock on the dividend payment date within the incentive plan.

How will the director’s Restricted Stock Units from Norfolk Southern (NSC) ultimately be settled?

According to the filing footnote, the director’s Restricted Stock Units, including the 7.7854 new units, will ultimately be satisfied in Norfolk Southern common stock. They are credited under the Long-Term Incentive Plan as dividend equivalents rather than being paid out in cash.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:26 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^*

Clyburn William Jr.

(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)		7.7854(1)		(1)	(1)	Common Stock	7.7854	$315.38(1)	1,826.5729	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 William Clyburn, Jr.	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)