STOCK TITAN

Norfolk Southern (NYSE: NSC) director RSUs reach 2,155.9242 after dividend credit

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP (NSC) reported that director Francesca A. DeBiase received an automatic acquisition of 8.3334 Restricted Stock Units on 2026-08-20. These RSUs were credited as dividend equivalent payments under the company’s Long-Term Incentive Plan and will ultimately be settled in common stock, bringing her directly held RSU balance to 2,155.9242 units.

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Insider DeBiase Francesca A.
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1 8.3334 $347.905 $3K
Holdings After Transaction: Restricted Stock Units — 2,155.9242 shares (Direct)
Footnotes (1)
  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.
Restricted Stock Units acquired 8.3334 units Dividend equivalent RSUs credited on 2026-08-20 under Long-Term Incentive Plan
Reference market value per share $347.9050 per share Basis for calculating dividend equivalent payments on RSUs
Total RSUs following transaction 2,155.9242 units Directly held Restricted Stock Units after the credited dividend equivalents
Underlying security 8.3334 shares of Common Stock RSUs ultimately will be satisfied in Norfolk Southern common stock
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
"in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend"
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

What insider transaction did NSC director Francesca A. DeBiase report?

She reported an acquisition of 8.3334 Restricted Stock Units on 2026-08-20, credited as dividend equivalent payments under Norfolk Southern’s Long-Term Incentive Plan and ultimately to be settled in common stock.

At what value were the new RSUs for NSC recorded for Francesca A. DeBiase?

The 8.3334 Restricted Stock Units were credited at a reference value of $347.9050 per share, based on the market value of Norfolk Southern common stock on the dividend payment date.

How many Restricted Stock Units does Francesca A. DeBiase now hold at NSC?

Following this transaction, Francesca A. DeBiase holds a total of 2,155.9242 Restricted Stock Units directly, which are ultimately expected to be satisfied in Norfolk Southern common stock.

What is the nature of the RSU grant reported for NSC in this Form 4?

The Form 4 reports RSUs credited as dividend equivalent payments on existing restricted stock units under the Norfolk Southern Corporation Long-Term Incentive Plan, rather than a discretionary grant of a new award.

Will the RSUs reported by Francesca A. DeBiase at NSC be paid in cash or stock?

According to the disclosure, the Restricted Stock Units credited to Francesca A. DeBiase’s account under the Long-Term Incentive Plan ultimately will be satisfied in common stock of Norfolk Southern.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
DeBiase Francesca A.

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)08/20/2026A(1)8.3334(1) (1) (1)Common Stock8.3334$347.905(1)2,155.9242D
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 Francesca A. DeBiase08/24/2026
** Signature of Reporting PersonDate
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)