Norfolk Southern (NYSE: NSC) director receives deferred stock unit grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director Richard H. Anderson acquired deferred stock units as part of his director compensation. He received 233.4495 deferred stock units on the basis of the closing market value of the company’s common stock of $287.0000 on the last trading day of the quarter.

Following this grant, his account under the Norfolk Southern Corporation Directors' Deferred Fee Plan reflects a total of 1,506.4479 deferred stock units. These units are bookkeeping entries that will ultimately be settled in cash, not in shares of common stock, upon his retirement or at another time elected under the plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ANDERSON RICHARD H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units - Dir. Def. Fee Plan	233.45	$287.00	$67K

Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 1,506.448 shares (Direct)

Footnotes (1)

[object Object]

Key Figures

Deferred stock units granted: 233.4495 units Reference stock price: $287.0000 per share Total deferred units after grant: 1,506.4479 units +1 more

4 metrics

Deferred stock units granted 233.4495 units Credited for deferral of quarterly fees on 2026-03-31

Reference stock price $287.0000 per share Closing market value on last trading day of quarter

Total deferred units after grant 1,506.4479 units Balance in director’s deferred fee plan account after transaction

Settlement form Cash settlement Deferred stock units paid in cash, not shares, at retirement or elected time

Key Terms

Deferred Stock Units, Directors' Deferred Fee Plan, closing market value, retirement

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"

retirement financial

"These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 02:37 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)
03/31/2026

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⁾	03/31/2026		A⁽¹⁾		233.4495⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	233.4495	$287⁽¹⁾	1,506.4479	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	04/02/2026
	** 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 on this Form 4?

Director Richard H. Anderson reported an acquisition of 233.4495 deferred stock units under Norfolk Southern’s Directors' Deferred Fee Plan. The units were credited based on the closing market value of the common stock at $287.0000 on the last trading day of the quarter.

How many deferred stock units does the Norfolk Southern (NSC) director hold after this transaction?

After this transaction, Richard H. Anderson holds 1,506.4479 deferred stock units in his Norfolk Southern Directors' Deferred Fee Plan account. This total reflects the newly credited 233.4495 units plus prior balances already accumulated under the same deferred compensation arrangement.

How were the Norfolk Southern (NSC) deferred stock units valued for this grant?

The 233.4495 deferred stock units were calculated using the closing market value of Norfolk Southern common stock of $287.0000. This price was the closing value on the last trading day of the quarter, as specified by the Directors' Deferred Fee Plan rules.

Will the Norfolk Southern (NSC) deferred stock units be paid in shares or cash?

The deferred stock units will ultimately be satisfied in cash, not in shares of common stock. Payment occurs upon the director’s retirement or at another time elected under the terms of Norfolk Southern’s Directors' Deferred Fee Plan for deferral of quarterly fees.

What is the purpose of the Norfolk Southern (NSC) Directors' Deferred Fee Plan?

The Directors' Deferred Fee Plan allows directors to defer quarterly fees into deferred stock units tied to Norfolk Southern’s common stock value. These units accumulate over time and are later settled in cash, providing a deferred, stock-linked form of director compensation at elected payout dates.