Norfolk Southern (NSC) director DeBiase granted 622 restricted stock units

Rhea-AI Filing Summary

Norfolk Southern Corporation director Francesca A. DeBiase received a grant of 622 Restricted Stock Units on January 30, 2026 under the company’s Long-Term Incentive Plan. Each unit is economically equivalent to one share of common stock and will be settled in common stock.

Following this grant, DeBiase beneficially owns 2,129.3321 derivative securities tied to Norfolk Southern common stock, held directly. The granted units vest in full on the first anniversary of the grant date, aligning director compensation with the company’s share performance over time.

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

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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 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)
01/30/2026

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)	01/30/2026		A(1)		622(1)		(1)	(1)	Common Stock	622	(1)	2,129.3321	D

Explanation of Responses:

1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2026, specified under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units will be settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date.

	J. Jeremy Ballard via P.O.A. for Francesca A. DeBiase	02/03/2026
	** 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) disclose about Francesca DeBiase in this Form 4?

Norfolk Southern reported that director Francesca A. DeBiase received 622 Restricted Stock Units on January 30, 2026. These awards come under the company’s Long-Term Incentive Plan and are tied to the future performance of Norfolk Southern’s common stock.

How many Restricted Stock Units did Francesca DeBiase receive from Norfolk Southern (NSC)?

Francesca DeBiase received 622 Restricted Stock Units from Norfolk Southern. Each unit is the economic equivalent of one share of common stock and represents stock-based compensation granted under the company’s Long-Term Incentive Plan to align director interests with shareholders.

When do Francesca DeBiase’s Norfolk Southern (NSC) Restricted Stock Units vest?

The granted Restricted Stock Units vest in full on the first anniversary of the January 30, 2026 grant date. Once vested, these units will be settled in Norfolk Southern common stock, converting the award into actual share ownership for the director.

How will the Norfolk Southern (NSC) Restricted Stock Units granted to Francesca DeBiase be settled?

The Restricted Stock Units will be settled in Norfolk Southern common stock after vesting. Each unit is the economic equivalent of one share, so settlement delivers actual shares, further tying director compensation to the company’s stock price performance over time.

What is Francesca DeBiase’s total derivative-based holding in Norfolk Southern (NSC) after this grant?

After the January 30, 2026 grant, Francesca DeBiase beneficially owns 2,129.3321 derivative securities linked to Norfolk Southern common stock. This figure includes the newly granted 622 Restricted Stock Units and reflects her direct stock-based incentive position as a director.

Is this Norfolk Southern (NSC) Form 4 transaction a purchase or a grant?

This Form 4 reports a grant of Restricted Stock Units coded as an acquisition (“A”), not an open market purchase. The award was granted at a price of zero under the Norfolk Southern Long-Term Incentive Plan as part of director compensation.