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Norfolk Southern (NSC) director granted restricted and deferred stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Huffard John C Jr reported acquisition or exercise transactions in this Form 4 filing.

NORFOLK SOUTHERN CORP director John C. Huffard Jr reported two compensation-related awards on May 20, 2026. He received 22.4811 restricted stock units as dividend-equivalent credits under the Long-Term Incentive Plan, which will ultimately be settled in common stock. He also received 12.7350 deferred stock units as dividend-equivalent credits under the Directors' Deferred Fee Plan, which will be settled in cash at retirement or another elected time. Following these awards, his accounts held 5,274.3874 restricted stock units and 2,954.4277 deferred stock units, all reported as directly owned.

Positive

  • None.

Negative

  • None.
Insider Huffard John C Jr
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units - Dir. Def. Fee Plan 12.735 $311.84 $4K
Grant/Award Restricted Stock Units 22.481 $315.38 $7K
Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 2,954.428 shares (Direct, null); Restricted Stock Units — 5,274.387 shares (Direct, null)
Footnotes (1)
  1. Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan in the form of a deemed reinvestment of dividends on deferred stock units held under the plan, calculated on the basis of the closing market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan. 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 granted 22.4811 units Dividend-equivalent credit on May 20, 2026
Price per RSU underlying share $315.3800 per share Basis for restricted stock unit dividend equivalent
Deferred stock units credited 12.7350 units Directors' Deferred Fee Plan dividend equivalent
Price per deferred unit underlying share $311.8400 per share Basis for deferred stock unit credit
Total RSUs after transaction 5,274.3874 units Restricted stock units balance following May 20, 2026 award
Total deferred units after transaction 2,954.4277 units Deferred stock units balance after dividend credit
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.
Deferred Stock Units financial
"Reports the number of deferred stock units credited to the reporting person's account"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Directors' Deferred Fee Plan financial
"credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan"
Long-Term Incentive Plan financial
"credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan"
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.
dividend equivalent payments financial
"in the form of dividend equivalent payments on restricted stock units held under the plan"
Form 4 Insider Transactions: What Each Field Means →
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*
Huffard John C Jr
(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)
05/20/2026		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
Deferred Stock Units - Dir. Def. Fee Plan(1)05/20/2026A(1)12.735(1) (1) (1)Common Stock12.735$311.84(1)2,954.4277D
Restricted Stock Units(2)05/20/2026A(2)22.4811(2) (2) (2)Common Stock22.4811$315.38(2)5,274.3874D
Explanation of Responses:
1. Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan in the form of a deemed reinvestment of dividends on deferred stock units held under the plan, calculated on the basis of the closing market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.
2. 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 John C. Huffard, Jr.05/22/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Norfolk Southern (NSC) director John C. Huffard Jr report?

Director John C. Huffard Jr reported two acquisition transactions, both coded as grants. He received additional restricted stock units and deferred stock units as dividend-equivalent credits tied to Norfolk Southern common stock under existing director and long-term incentive plans.

How many restricted stock units did the Norfolk Southern (NSC) director receive?

He received 22.4811 restricted stock units as a dividend-equivalent credit. These units were calculated using the market value of Norfolk Southern common stock on the dividend payment date and will ultimately be satisfied in shares of common stock under the Long-Term Incentive Plan.

What are the deferred stock units reported by Norfolk Southern (NSC) director Huffard?

He received 12.7350 deferred stock units credited under the Directors' Deferred Fee Plan. These units reflect dividend reinvestments based on the closing market value on the dividend date and will be settled in cash at retirement or another time elected under the plan.

At what prices were Norfolk Southern (NSC) stock-based units credited in this Form 4?

The restricted stock units were credited at $315.3800 per underlying share, while the deferred stock units were credited at $311.8400 per underlying share. Both prices are based on Norfolk Southern common stock values on the relevant dividend payment date.

What are the director’s total Norfolk Southern (NSC) unit holdings after these transactions?

After the transactions, the account held 5,274.3874 restricted stock units and 2,954.4277 deferred stock units. Both positions are reported as directly owned, representing accumulated awards and dividend-equivalent credits under Norfolk Southern’s director and long-term incentive plans.