Norfolk Southern (NSC) director adds dividend-equivalent RSUs

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP (NSC) reported that director Christopher T. Jones received a grant of restricted stock units as a derivative acquisition. On 2026-08-20, 20.4666 restricted stock units tied to common stock were credited to his account under a long-term incentive plan as dividend equivalents, increasing his directly held restricted stock units to 5,294.8540, which will ultimately be settled in common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jones Christopher T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1	20.4666	$347.905	$7K

Holdings After Transaction: Restricted Stock Units — 5,294.854 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.

Key Figures

Restricted stock units acquired: 20.4666 units Reference market value per share: $347.9050 per share Restricted stock units following transaction: 5,294.8540 units

3 metrics

Restricted stock units acquired 20.4666 units Grant/award acquisition on 2026-08-20 as dividend equivalent payments

Reference market value per share $347.9050 per share Basis for calculating dividend equivalent restricted stock units

Restricted stock units following transaction 5,294.8540 units Total directly held by the reporting person after the award

Key Terms

Restricted Stock Units, dividend equivalent payments, Long-Term Incentive Plan

3 terms

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 under the 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.

FAQ

What insider transaction did NSC disclose for Christopher T. Jones?

NSC disclosed that director Christopher T. Jones received an acquisition of 20.4666 restricted stock units on 2026-08-20, credited as dividend equivalent payments under a long-term incentive plan and ultimately to be settled in NSC common stock.

How many restricted stock units does the reporting person hold in NSC after this transaction?

After the reported transaction, Christopher T. Jones holds a total of 5,294.8540 restricted stock units directly, all ultimately to be satisfied in NSC common stock under the applicable plan terms.

What was the reference value per NSC share for the new restricted stock units?

The 20.4666 restricted stock units were credited using a reference value of $347.9050 per share, based on the market value of NSC common stock on the dividend payment date, as described in the footnote.

How were these NSC restricted stock units generated?

The restricted stock units were generated as dividend equivalent payments on existing restricted stock units held in the Norfolk Southern Corporation Long-Term Incentive Plan, calculated using the market value of NSC common stock on the dividend payment date.

Does NSC indicate these restricted stock units will convert into common stock?

Yes. NSC states that the reported restricted stock units credited as dividend equivalents ultimately will be satisfied in common stock, meaning they represent a right to receive NSC common shares in the future.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/24/2026 - 01:09 PM Accepted by SEC EDGAR 08/24/2026 - 01:08 PM Learn about SEC filing dates

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^*

Jones Christopher T

(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)

X	Director		10% 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)

X	Form 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)
			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)	08/20/2026		A(1)		20.4666(1)		(1)	(1)	Common Stock	20.4666	$347.905(1)	5,294.854	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 Christopher T. Jones	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)