Norfolk Southern (NYSE: NSC) director Lori Ryerkerk receives dividend-based RSUs

Rhea-AI Filing Summary

Ryerkerk Lori reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director Lori Ryerkerk received additional restricted stock units as part of her compensation. She was credited with 3.0714 restricted stock units on the basis of the market value of the company’s common stock of $315.3800 per share on the dividend payment date.

These units were granted as dividend equivalent payments under the Norfolk Southern Corporation Long-Term Incentive Plan and will ultimately be settled in common stock. Following this award, Ryerkerk holds a total of 1,342.5877 restricted stock units directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ryerkerk Lori

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3.071	$315.38	$968.66

Holdings After Transaction: Restricted Stock Units — 1,342.588 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 3.0714 units Market value per share: $315.3800 per share Total RSUs after transaction: 1,342.5877 units

3 metrics

RSUs granted 3.0714 units Restricted stock units credited as dividend equivalents on 2026-05-20

Market value per share $315.3800 per share Basis for calculating dividend equivalent restricted stock units

Total RSUs after transaction 1,342.5877 units Restricted stock units held by Lori Ryerkerk following the award

Key Terms

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

3 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

"in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments"

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.

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 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)		3.0714(1)		(1)	(1)	Common Stock	3.0714	$315.38(1)	1,342.5877	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	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)

FAQ

What insider transaction did NSC director Lori Ryerkerk report?

Lori Ryerkerk reported receiving 3.0714 restricted stock units as a compensation-related award. These units were credited as dividend equivalent payments and will ultimately be settled in Norfolk Southern common stock under the company’s Long-Term Incentive Plan.

How many restricted stock units does Lori Ryerkerk hold at Norfolk Southern (NSC) after this filing?

After the reported award, Lori Ryerkerk holds 1,342.5877 restricted stock units. This total reflects her cumulative restricted stock unit balance in the Norfolk Southern Long-Term Incentive Plan, including the 3.0714 units credited as dividend equivalents on the dividend payment date.

Was the NSC transaction by Lori Ryerkerk a stock purchase or sale?

The transaction was neither an open-market purchase nor a sale. It was a grant of 3.0714 restricted stock units as dividend equivalent payments, recorded as an acquisition under the Long-Term Incentive Plan rather than a discretionary market trade.

How was the number of restricted stock units determined for Lori Ryerkerk at NSC?

The 3.0714 restricted stock units were calculated based on the market value of Norfolk Southern common stock, $315.3800 per share, on the dividend payment date. This converts cash dividend equivalents into additional restricted stock units under the Long-Term Incentive Plan.

Will the restricted stock units granted to Lori Ryerkerk at NSC convert into common shares?

Yes, the restricted stock units ultimately will be satisfied in Norfolk Southern common stock. The filing specifies that these 3.0714 units, like her other restricted stock units, are credited under the Long-Term Incentive Plan and are intended to convert into shares later.