Norfolk Southern (NSC) director adds RSU dividend equivalents under incentive plan

Rhea-AI Filing Summary

Norfolk Southern Corp director Phillip S. Davidson reported an acquisition of restricted stock units tied to the company’s long-term incentive plan. He was credited with 10.6864 restricted stock units on February 20, 2026, based on the market value of Norfolk Southern common stock on the dividend payment date.

These units were credited as dividend equivalent payments on restricted stock units he already holds and will ultimately be settled in Norfolk Southern common stock. Following this credit, Davidson’s direct holdings under the plan total 2,509.8497 restricted stock units.

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

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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^*

Davidson Phillip S

(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)		10.6864(1)		(1)	(1)	Common Stock	10.6864	$315.715(1)	2,509.8497	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 Philip S. Davidson	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 Phillip S. Davidson?

Norfolk Southern reported that director Phillip S. Davidson acquired 10.6864 restricted stock units. These were credited as dividend equivalent payments under the Long-Term Incentive Plan and will ultimately be settled in Norfolk Southern common stock, increasing his RSU holdings.

How many restricted stock units does Phillip S. Davidson hold after this NSC Form 4?

After this transaction, Phillip S. Davidson directly holds 2,509.8497 restricted stock units. These units are part of Norfolk Southern’s Long-Term Incentive Plan and will ultimately be satisfied in common stock, reflecting accumulated awards and dividend equivalents credited over time.

What is the nature of the NSC restricted stock units acquired by Phillip S. Davidson?

The restricted stock units reflect dividend equivalent payments on existing RSUs in Norfolk Southern’s Long-Term Incentive Plan. They are calculated using the market value of Norfolk Southern common stock on the dividend payment date and will ultimately be settled in shares of common stock.

Was the NSC Form 4 transaction by Phillip S. Davidson a stock purchase or a grant?

The Form 4 describes the event as a grant or other acquisition of 10.6864 restricted stock units. These RSUs were credited as dividend equivalent payments, not an open-market stock purchase, and increase Davidson’s incentive-based equity position in Norfolk Southern.

How was the number of RSUs determined in Phillip S. Davidson’s NSC Form 4 filing?

The 10.6864 restricted stock units were calculated based on the market value of Norfolk Southern common stock on the dividend payment date. This process converts cash-equivalent dividend amounts into additional RSUs as part of the company’s Long-Term Incentive Plan.