Norfolk Southern director adds 7.09 dividend RSUs

Q: What was the basis for calculating the new NSC restricted stock units in this Form 4?

The 7.0878 restricted stock units were credited as dividend equivalent payments and were calculated based on the market value of Norfolk Southern common stock on the dividend payment date.

Q: What type of security was involved in the NSC director’s Form 4 transaction?

The transaction involved Restricted Stock Units that are part of Norfolk Southern’s Long-Term Incentive Plan. Each unit represents the right to receive common stock in the future, with these specific units arising from dividend equivalent payments.

Q: Was the NSC Form 4 transaction a market purchase or sale of common stock?

No. The Form 4 reports a grant/award acquisition of restricted stock units as dividend equivalents under a Long-Term Incentive Plan, not an open-market purchase or sale of Norfolk Southern common stock.

NORFOLK SOUTHERN CORP (NSC) reported that a director, as the reporting person, received a grant of restricted stock units as a form of dividend equivalent under the company’s Long-Term Incentive Plan.

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Form Type

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP (NSC) reported that a director, as the reporting person, received a grant of restricted stock units as a form of dividend equivalent under the company’s Long-Term Incentive Plan. On 2026-08-20, the reporting person acquired 7.0878 restricted stock units, credited based on the market value of Norfolk Southern common stock on the dividend payment date, increasing their directly held restricted stock units to 1,833.6607. These units are stated to be ultimately settled in common stock.

Insider Trade Summary

Grant/Award: 7.0878 shares

Grant/Award 1 txn

Insider Clyburn William Jr.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units ^F1	7.0878	$347.905	$2K

Holdings After Transaction: Restricted Stock Units — 1,833.6607 contracts (Direct)

Footnotes (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

Restricted stock units acquired: 7.0878 units Price basis per share: $347.9050 Restricted stock units following transaction: 1,833.6607 units +1 more

4 metrics

Restricted stock units acquired 7.0878 units Dividend equivalent credit on 2026-08-20

Price basis per share $347.9050 Market value of common stock on dividend payment date used to calculate units

Restricted stock units following transaction 1,833.6607 units Total restricted stock units directly held after grant

Underlying common stock shares 7.0878 shares Common stock underlying the new restricted stock units

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"

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.

FAQ

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

What insider transaction did NSC disclose in this Form 4?

The filing reports that a director, as the reporting person, acquired 7.0878 restricted stock units on 2026-08-20 as dividend equivalents under Norfolk Southern’s Long-Term Incentive Plan, which will ultimately be settled in common stock.

How many Norfolk Southern (NSC) restricted stock units does the reporting person hold after this transaction?

Following the transaction, the reporting person directly holds a total of 1,833.6607 restricted stock units, which, according to the disclosure, will ultimately be satisfied in Norfolk Southern common stock.

What was the basis for calculating the new NSC restricted stock units in this Form 4?

The 7.0878 restricted stock units were credited as dividend equivalent payments and were calculated based on the market value of Norfolk Southern common stock on the dividend payment date.

What type of security was involved in the NSC director’s Form 4 transaction?

The transaction involved Restricted Stock Units that are part of Norfolk Southern’s Long-Term Incentive Plan. Each unit represents the right to receive common stock in the future, with these specific units arising from dividend equivalent payments.

Was the NSC Form 4 transaction a market purchase or sale of common stock?

No. The Form 4 reports a grant/award acquisition of restricted stock units as dividend equivalents under a Long-Term Incentive Plan, not an open-market purchase or sale of Norfolk Southern common stock.

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Available on EDGAR 08/24/2026 - 01:08 PM EDT Accepted by SEC EDGAR 08/24/2026 - 01:08 PM EDT

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)
08/20/2026

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)
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⁾	08/20/2026		A⁽¹⁾		7.0878⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	7.0878	$347.905⁽¹⁾	1,833.6607	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.	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR