Dividend RSUs increase Norfolk Southern (NSC) director Donadio’s holdings

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director Marcela E. Donadio reported an acquisition of restricted stock units tied to dividend equivalents. On the transaction date, 37.0426 restricted stock units were credited to her account under the Norfolk Southern Long-Term Incentive Plan, based on the market value of the company’s common stock on the dividend payment date. Following this credit, she holds a total of 9321.9426 restricted stock units, which are scheduled to be settled in common stock in the future.

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^*

Donadio Marcela E

(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)
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)
			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)	02/20/2026		A(1)		37.0426(1)		(1)	(1)	Common Stock	37.0426	$315.715(1)	9,321.9426	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 Marcela E. Donadio	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.

FAQ

What insider transaction did Norfolk Southern (NSC) report for Marcela E. Donadio?

Norfolk Southern reported that director Marcela E. Donadio acquired 37.0426 restricted stock units. These units were credited as dividend equivalents under the company’s Long-Term Incentive Plan and will ultimately be settled in common stock.

How many restricted stock units does Marcela E. Donadio hold after this NSC Form 4?

After the reported transaction, Marcela E. Donadio holds 9321.9426 restricted stock units. This total reflects the newly credited 37.0426 units received as dividend equivalents under Norfolk Southern’s Long-Term Incentive Plan.

What is the nature of the NSC restricted stock units granted to Marcela E. Donadio?

The restricted stock units were credited as dividend equivalent payments on existing units. They track dividends on Norfolk Southern common stock and, according to the plan, will ultimately be satisfied in shares of common stock rather than cash.

Was Marcela E. Donadio’s NSC Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a grant-type acquisition coded "A" rather than an open-market purchase. The 37.0426 units were credited automatically as dividend equivalents on existing restricted stock units under Norfolk Southern’s Long-Term Incentive Plan.

How was the number of new NSC restricted stock units for Marcela E. Donadio calculated?

The 37.0426 restricted stock units were calculated based on the market value of Norfolk Southern’s common stock on the dividend payment date. This method is specified for dividend equivalent credits in the company’s Long-Term Incentive Plan.