Director at Norfolk Southern (NYSE: NSC) receives 622 RSUs grant

Rhea-AI Filing Summary

Norfolk Southern Corporation director John C. Huffard Jr. 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 shares.

The RSUs vest in full on the first anniversary of the grant date, tying compensation to the company’s future performance. Following this award, Huffard beneficially holds 5,229.5447 derivative securities related to Norfolk Southern common stock in direct ownership.

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^*

Huffard John C Jr

(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)	5,229.5447	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 John C. Huffard, Jr.	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 insider transaction did Norfolk Southern (NSC) report for January 30, 2026?

Norfolk Southern reported a grant of 622 Restricted Stock Units to director John C. Huffard Jr. on January 30, 2026. The award was made under the company’s Long-Term Incentive Plan and represents equity-based compensation tied to Norfolk Southern common stock.

Who is the reporting person in this Norfolk Southern (NSC) Form 4 filing?

The reporting person is John C. Huffard Jr., a director of Norfolk Southern Corporation. The Form 4 records equity compensation granted to him in the form of Restricted Stock Units, which are economically equivalent to shares of Norfolk Southern common stock once they vest and settle.

How many Restricted Stock Units were granted to the Norfolk Southern (NSC) director?

The director received 622 Restricted Stock Units on January 30, 2026. Each unit is the economic equivalent of one share of Norfolk Southern common stock and was credited to his account under the Long-Term Incentive Plan as equity-based compensation.

When do the Norfolk Southern (NSC) Restricted Stock Units granted to the director vest?

The 622 Restricted Stock Units granted to director John C. Huffard Jr. vest in full on the first anniversary of the January 30, 2026 grant date. After vesting, the units will be settled in Norfolk Southern Corporation common stock, subject to plan terms.

What is the nature of the equity award in this Norfolk Southern (NSC) Form 4?

The award consists of Restricted Stock Units that are exempt under Section 16(b) and granted under the Norfolk Southern Corporation Long-Term Incentive Plan. Each unit is economically equivalent to one share of common stock and will be settled in shares after vesting.

How many derivative securities does the Norfolk Southern (NSC) director hold after this grant?

After the grant of 622 Restricted Stock Units, director John C. Huffard Jr. beneficially owns 5,229.5447 derivative securities related to Norfolk Southern common stock. These holdings reflect his equity-based interests, which align his incentives with the company’s long-term performance.