[Form 4] NORFOLK SOUTHERN CORP Insider Trading Activity

Rhea-AI Filing Summary

Mark R. George, President & CEO and Director of Norfolk Southern Corporation (NSC), reported changes in his beneficial ownership on Form 4. On 09/13/2025 he was credited with 2,653 Restricted Stock Units that are the economic equivalent of one share each and will be settled in common stock; this distribution represents the first settlement of three installments under the company’s Long-Term Incentive Plan. On the same date he sold 1,039 shares of common stock at $274.995 per share. Following the reported transactions the filing shows 18,410 shares beneficially owned (after the RSU credit) and 18,066 shares beneficially owned after the sale, with ownership reported as direct.

Positive

• Receipt of 2,653 Restricted Stock Units under the Long-Term Incentive Plan, described as the first of three installments
• Clear, compliant disclosure of both grant and sale activity by the President & CEO on Form 4

Negative

• Sale of 1,039 shares at $274.995, representing a partial reduction in direct holdings

Insights

Financial Analyst

TL;DR Insider received RSUs and executed a market sale; transactions appear routine compensation settlement and partial disposition.

The filing shows a grant/credit of 2,653 Restricted Stock Units under Norfolk Southern’s Long-Term Incentive Plan and a contemporaneous sale of 1,039 shares at $274.995. The RSUs are described as exempt under Section 16(b) and will settle into common stock in installments; this filing documents the first settlement of three. The reported ownership counts before and after the transactions are explicitly listed, and the report is filed by a single reporting person acting via a power of attorney signature. The transactions are disclosed clearly and match typical executive compensation and liquidity activity; no additional financial metrics or forward-looking items are provided.

Corporate Governance Expert

TL;DR The disclosure documents routine incentive settlement and an open-market sale by a named executive, complying with Section 16 reporting.

The Form 4 identifies the reporting person as President & CEO and Director and lists both an award of RSUs and a separate sale of shares on 09/13/2025. The RSUs are noted as exempt under Section 16(b) and part of a multi-installment settlement, which is common in executive long-term compensation design. The sale is reported with price and quantity, and the form is signed via power of attorney. There are no indications in the filing of requested trading-plan defenses or other atypical governance actions.

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
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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^*

George Mark R

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2025

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
Common Stock	09/13/2025		M		2,653	A	$0.0000(1)	19,105	D
Common Stock	09/13/2025		F		1,039	D	$274.995	18,066	D

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)	09/13/2025		M(1)			2,653	(1)	(1)	Common Stock	2,653	(1)	18,410	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 September 13, 2024, 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 ultimately will be settled in Common Stock. This distribution represents the first settlement of three installments.

	J. Jeremy Ballard via P.O.A. for Mark R. George	09/16/2025
	** 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 transactions did Mark R. George report on Form 4 for NSC?

He reported being credited with 2,653 Restricted Stock Units and a sale of 1,039 shares at $274.995 on 09/13/2025.

How will the Restricted Stock Units reported by NSC be settled?

The filing states each Restricted Stock Unit is the economic equivalent of one share and will be settled in common stock, with this distribution the first of three installments.

What is the reporting person’s role at Norfolk Southern (NSC)?

The Form 4 identifies the reporting person as a Director and as an Officer with the title President & CEO.

Did the Form 4 indicate whether the RSUs are exempt from Section 16(b)?

Yes. The explanation states the Restricted Stock Units are exempt under Section 16(b).

Who signed the Form 4 filing for Mark R. George?

The filing shows it was signed by J. Jeremy Ballard via P.O.A. for Mark R. George on 09/16/2025.