Norfolk Southern (NSC) director logs new RSU award and stock settlement

Rhea-AI Filing Summary

Norfolk Southern director Gilbert H. Lamphere reported equity compensation activity involving restricted stock units and common stock. On January 30, 2026, he received 622 restricted stock units under the Norfolk Southern Corporation Long-Term Incentive Plan, each equal in value to one share of common stock and vesting in full on the first anniversary of the grant date.

On the same date, 700 previously granted restricted stock units from a January 30, 2025 award were settled in Norfolk Southern common stock, representing the sole installment of that grant. After these transactions, Lamphere directly held 3,647 shares of common stock and 1,322 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

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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^*

LAMPHERE GILBERT H

(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
Common Stock	01/30/2026		M		700	A	$0.0000(1)	3,647	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	(2)	01/30/2026		A(2)		622(2)		(2)	(2)	Common Stock	622	(2)	1,322	D
Restricted Stock Units	(1)	01/30/2026		M(1)			700	(1)	(1)	Common Stock	700	(1)	622	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, 2025, 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 were settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date. This distribution represents the sole installment.

2. 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 Gilbert H. Lamphere	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).
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FAQ

What insider transaction did Norfolk Southern (NSC) director Gilbert H. Lamphere report?

Gilbert H. Lamphere reported equity awards and settlements tied to Norfolk Southern (NSC). On January 30, 2026, he received 622 restricted stock units and had 700 previously granted units settle into common stock under the company’s Long-Term Incentive Plan.

How many Norfolk Southern (NSC) restricted stock units did Gilbert H. Lamphere receive in 2026?

On January 30, 2026, Gilbert H. Lamphere received 622 restricted stock units from Norfolk Southern (NSC). Each unit is economically equivalent to one share of common stock and will vest in full on the first anniversary of the grant date, subject to plan terms.

What happened to Gilbert H. Lamphere’s 2025 Norfolk Southern (NSC) restricted stock unit grant?

The 2025 grant of Norfolk Southern (NSC) restricted stock units vested and was settled on January 30, 2026. A total of 700 units, each equal to one share of common stock, were converted into common stock in a single installment under the incentive plan.

How many Norfolk Southern (NSC) shares does Gilbert H. Lamphere own after the reported Form 4 transactions?

Following the January 30, 2026 transactions, Gilbert H. Lamphere directly held 3,647 shares of Norfolk Southern (NSC) common stock. He also beneficially owned 1,322 restricted stock units, which represent additional potential common shares as they vest and are settled.

What is the value relationship between Norfolk Southern (NSC) restricted stock units and common stock?

Each Norfolk Southern (NSC) restricted stock unit is the economic equivalent of one share of common stock. When units vest and settle, they are distributed in common stock on a one-for-one basis, according to the terms of the Long-Term Incentive Plan.