NSC director awarded deferred and restricted units

Q: What did Norfolk Southern (NSC) director John C. Huffard Jr. report on this Form 4?

He reported routine acquisitions of derivative units tied to dividend payments, including deferred stock units and restricted stock units. These awards arise from company plans and represent non-cash compensation rather than open-market stock purchases or sales.

Q: Will the deferred stock units reported by NSC director Huffard be paid in shares?

No, the deferred stock units will be settled in cash under the Directors' Deferred Fee Plan. Payment occurs upon the director’s retirement or another time elected under the plan, so they do not convert into common stock.

Q: What restricted stock unit activity did Norfolk Southern (NSC) disclose for director Huffard?

He received 22.3616 restricted stock units credited as dividend equivalent payments under the Long-Term Incentive Plan. These units are calculated using the market value on the dividend date and will ultimately be settled in Norfolk Southern common stock.

Q: Are the NSC Form 4 transactions open-market buys or sells by the director?

No, both transactions are grant or award acquisitions from company compensation plans. They reflect dividend-based credits of deferred stock units and restricted stock units, not discretionary open-market purchases or sales by the director.

Q: How many units does NSC director Huffard hold after these Form 4 transactions?

Following these transactions, he holds 2,757.0237 deferred stock units in the Directors' Deferred Fee Plan and 5,251.9063 restricted stock units under the Long-Term Incentive Plan, all reported as directly owned.

NORFOLK SOUTHERN CORP director John C. Huffard Jr. reported routine equity-related awards tied to dividend payments.

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Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director John C. Huffard Jr. reported routine equity-related awards tied to dividend payments. He acquired 11.7198 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value on the dividend date; these units will ultimately be settled in cash after retirement or at another elected time. He also acquired 22.3616 restricted stock units under the Long-Term Incentive Plan through dividend equivalent payments, calculated on the market value on the dividend date, which will ultimately be settled in common stock.

Insider Trade Summary

Grant/Award: 34.0814 shares

Grant/Award 2 txns

Insider Huffard John C Jr

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units - Dir. Def. Fee Plan	11.7198	$316.23	$4K
Grant/Award	Restricted Stock Units	22.3616	$315.715	$7K

Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 2,757.0237 contracts (Direct); Restricted Stock Units — 5,251.9063 contracts (Direct)

Footnotes (2)

F1. 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.
F2. 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.

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What did Norfolk Southern (NSC) director John C. Huffard Jr. report on this Form 4?

He reported routine acquisitions of derivative units tied to dividend payments, including deferred stock units and restricted stock units. These awards arise from company plans and represent non-cash compensation rather than open-market stock purchases or sales.

How many deferred stock units did NSC director Huffard acquire in this filing?

He acquired 11.7198 deferred stock units under the Directors' Deferred Fee Plan. The number is based on deemed reinvestment of dividends using the closing market value of Norfolk Southern common stock on the dividend payment date.

Will the deferred stock units reported by NSC director Huffard be paid in shares?

No, the deferred stock units will be settled in cash under the Directors' Deferred Fee Plan. Payment occurs upon the director’s retirement or another time elected under the plan, so they do not convert into common stock.

What restricted stock unit activity did Norfolk Southern (NSC) disclose for director Huffard?

He received 22.3616 restricted stock units credited as dividend equivalent payments under the Long-Term Incentive Plan. These units are calculated using the market value on the dividend date and will ultimately be settled in Norfolk Southern common stock.

Are the NSC Form 4 transactions open-market buys or sells by the director?

No, both transactions are grant or award acquisitions from company compensation plans. They reflect dividend-based credits of deferred stock units and restricted stock units, not discretionary open-market purchases or sales by the director.

How many units does NSC director Huffard hold after these Form 4 transactions?

Following these transactions, he holds 2,757.0237 deferred stock units in the Directors' Deferred Fee Plan and 5,251.9063 restricted stock units under the Long-Term Incentive Plan, all reported as directly owned.

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Accepted by SEC EDGAR 02/24/2026 - 06:18 PM EST

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
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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units - Dir. Def. Fee Plan	⁽¹⁾	02/20/2026		A⁽¹⁾		11.7198⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	11.7198	$316.23⁽¹⁾	2,757.0237	D
Restricted Stock Units	⁽²⁾	02/20/2026		A⁽²⁾		22.3616⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	22.3616	$315.715⁽²⁾	5,251.9063	D

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.	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.

Source: View Original Filing on SEC EDGAR