Norfolk Southern (NSC) director credited dividend-based restricted stock units

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Form Type

Rhea-AI Filing Summary

Norfolk Southern Corporation director Christopher T. Jones received an automatic dividend-related equity award. He acquired 22.3616 restricted stock units on the long-term incentive plan’s dividend payment date, valued at $315.7150 per unit. After this grant, his direct holdings under the plan total 5,251.9063 restricted stock units, which will ultimately be settled in common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jones Christopher T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	22.362	$315.715	$7K

Holdings After Transaction: Restricted Stock Units — 5,251.906 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 06:18 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^*

Jones Christopher T

(Last)

(First)

(Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA

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)
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)
Restricted Stock Units	⁽¹⁾	02/20/2026		A⁽¹⁾		22.3616⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	22.3616	$315.715⁽¹⁾	5,251.9063	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 Christopher T. Jones	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Norfolk Southern (NSC) report for Christopher T. Jones?

Norfolk Southern reported that director Christopher T. Jones acquired 22.3616 restricted stock units. These units were credited as dividend equivalent payments under the long-term incentive plan and will ultimately be settled in Norfolk Southern common stock, increasing his equity-based compensation holdings.

How many Norfolk Southern (NSC) restricted stock units does Christopher T. Jones hold after this Form 4?

After this transaction, Christopher T. Jones directly holds 5,251.9063 restricted stock units. These units reflect his accumulated equity-based awards under the long-term incentive plan and are designed to be satisfied in Norfolk Southern common stock at settlement, aligning director compensation with shareholders.

What is the value per unit of the restricted stock units granted to the Norfolk Southern (NSC) director?

Each restricted stock unit credited to Christopher T. Jones is valued at $315.7150. This value is based on the market price of Norfolk Southern’s common stock on the dividend payment date, when the dividend equivalent payment was converted into additional restricted stock units in his plan account.

Why did Christopher T. Jones receive additional restricted stock units from Norfolk Southern (NSC)?

He received additional restricted stock units as dividend equivalent payments on existing units. Under Norfolk Southern’s long-term incentive plan, cash dividends on common stock are reflected as additional restricted stock units, credited at the stock’s market value on the dividend payment date for plan participants.

Will the Norfolk Southern (NSC) restricted stock units reported for Christopher T. Jones convert into common shares?

Yes. The filing states these restricted stock units will ultimately be satisfied in Norfolk Southern common stock. This means that, at settlement in accordance with the plan’s terms, the units will convert into an equivalent number of NSC common shares for the director’s benefit.