Norfolk Southern (NYSE: NSC) EVP adds stock and 3,423 new RSUs

Rhea-AI Filing Summary

Norfolk Southern executive Anil Bhatt, EVP & CIDO, reported several equity award transactions on January 30, 2026. He received 3,423 Restricted Stock Units (RSUs) under the company’s Long-Term Incentive Plan, each equivalent to one share of common stock and settling in stock over time.

Vesting of earlier RSU grants led to the acquisition of 641 and 220 shares of common stock at $0.0000 per share. On the same date, 60 and 175 common shares were disposed of at $289.235 per share. After these transactions, Bhatt beneficially owned 2,039 common shares directly and 12,528 RSUs.

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^*

Bhatt Anil

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CIDO

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		641	A	$0.0000(1)	2,054	D
Common Stock	01/30/2026		M		220	A	$0.0000(2)	2,274	D
Common Stock	01/30/2026		F		60	D	$289.235	2,214	D
Common Stock	01/30/2026		F		175	D	$289.235	2,039	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	(3)	01/30/2026		A(3)		3,423(3)		(3)	(3)	Common Stock	3,423	(3)	12,528	D
Restricted Stock Units	(2)	01/30/2026		M(2)			220	(2)	(2)	Common Stock	220	(2)	12,308	D
Restricted Stock Units	(1)	01/30/2026		M(1)			641	(1)	(1)	Common Stock	641	(1)	11,667	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, 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 ultimately will be settled in Common Stock, vesting ratably in three annual installments beginning on the first anniversary of the grant date. This distribution represents the first of three installments.

2. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on October 24, 2024, 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 ultimately will be settled in Common Stock. This distribution represents the second of four installments.

3. 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, 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 ultimately will be settled in Common Stock, vesting ratably in three annual installments beginning on the first anniversary of the grant date.

	J. Jeremy Ballard via P.O.A. for Anil Bhatt	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).
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.

FAQ

What insider transactions did NSC EVP Anil Bhatt report on January 30, 2026?

On January 30, 2026, EVP & CIDO Anil Bhatt reported a grant of 3,423 RSUs and related common stock transactions. These included acquiring 641 and 220 common shares at $0.0000 per share and disposing of 60 and 175 shares at $289.235.

How many Restricted Stock Units does NSC executive Anil Bhatt now hold?

After the reported transactions, Anil Bhatt beneficially owned 12,528 Restricted Stock Units. These RSUs are granted under Norfolk Southern’s Long-Term Incentive Plan and are economically equivalent to common shares, with settlement ultimately occurring in Norfolk Southern common stock.

How many Norfolk Southern common shares does Anil Bhatt own after these Form 4 trades?

Following the January 30, 2026 transactions, Anil Bhatt beneficially owned 2,039 shares of Norfolk Southern common stock directly. This figure reflects both the share acquisitions at $0.0000 and the share dispositions at $289.235 reported in the filing.

What RSU grants to NSC EVP Anil Bhatt are described in the footnotes?

Footnotes describe RSU grants on October 24, 2024, January 30, 2025, and January 30, 2026 under the Long-Term Incentive Plan. Each RSU equals one common share and will be settled in stock, with vesting occurring in annual installments as specified.

How do the RSU awards to Anil Bhatt at Norfolk Southern vest over time?

The RSUs granted on January 30, 2025 and January 30, 2026 vest ratably in three annual installments beginning on the first anniversary of each grant. The RSUs granted on October 24, 2024 vest in four installments, with the second installment reported here.

What do the acquisition and disposition prices in Bhatt’s NSC Form 4 indicate?

Common shares acquired from RSUs were reported at $0.0000 per share, reflecting equity award settlement. Dispositions of common stock were reported at $289.235 per share. These prices show how equity compensation converted into, and was partly offset by, common share sales.