NSC director adds dividend-based deferred and restricted stock units

Q: What did the Norfolk Southern (NSC) director report on this Form 4?

The director reported receiving 12.2824 deferred stock units under the Directors' Deferred Fee Plan and 22.0911 restricted stock units under the Long-Term Incentive Plan, both credited as dividend-based awards on 11/20/2025.

Q: How were the new deferred stock units for the NSC director calculated?

The 12.2824 deferred stock units were credited as a deemed reinvestment of dividends on existing deferred stock units, calculated using the closing market value of Norfolk Southern common stock on the dividend payment date.

Q: Will the NSC director receive shares or cash for the deferred stock units?

The deferred stock units will be satisfied in cash , not in shares of common stock, upon the director's retirement or at another time permitted by the Directors' Deferred Fee Plan.

Q: How will the restricted stock units reported in this NSC Form 4 be settled?

The 22.0911 restricted stock units credited as dividend equivalents under the Long-Term Incentive Plan will ultimately be satisfied in Norfolk Southern common stock .

Q: How many equity-related units does the NSC director now beneficially own?

After these transactions, the director beneficially owns 2,561.735 deferred stock units and 4,607.5447 restricted stock units , all reported as direct ownership.

Q: What triggered the restricted stock unit dividend equivalents for the NSC director?

The 22.0911 restricted stock units represent dividend equivalent payments on restricted stock units already held under the Long-Term Incentive Plan, using the market value of Norfolk Southern common stock on the dividend payment date.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Norfolk Southern (NSC) director Form 4 shows routine equity-related awards tied to dividends. On 11/20/2025, the reporting director received 12.2824 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value of Norfolk Southern common stock on the dividend payment date. These deferred units will ultimately be settled in cash when the director retires or at another time allowed under the plan.

The director also received 22.0911 restricted stock units under the Long-Term Incentive Plan as dividend equivalents on existing restricted stock units, calculated using the market value of the common stock on the dividend payment date. These restricted stock units will ultimately be settled in common stock. Following these transactions, the director beneficially owns 2,561.735 deferred stock units and 4,607.5447 restricted stock units, all reported as directly owned.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Huffard John C Jr

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units - Dir. Def. Fee Plan	12.282	$280.22	$3K
Grant/Award	Restricted Stock Units	22.091	$282.86	$6K

Holdings After Transaction: Deferred Stock Units - Dir. Def. Fee Plan — 2,561.735 shares (Direct); Restricted Stock Units — 4,607.545 shares (Direct)

Footnotes (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.

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Form 4 Insider Transactions: What Each Field Means →

11/24/2025 - 11:19 AM

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)
11/20/2025

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⁾	11/20/2025		A⁽¹⁾		12.2824⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	12.2824	$280.22⁽¹⁾	2,561.735	D
Restricted Stock Units	⁽²⁾	11/20/2025		A⁽²⁾		22.0911⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	22.0911	$282.86⁽²⁾	4,607.5447	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.	11/24/2025
	** 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

FAQ

What did the Norfolk Southern (NSC) director report on this Form 4?

The director reported receiving 12.2824 deferred stock units under the Directors' Deferred Fee Plan and 22.0911 restricted stock units under the Long-Term Incentive Plan, both credited as dividend-based awards on 11/20/2025.

How were the new deferred stock units for the NSC director calculated?

The 12.2824 deferred stock units were credited as a deemed reinvestment of dividends on existing deferred stock units, calculated using the closing market value of Norfolk Southern common stock on the dividend payment date.

Will the NSC director receive shares or cash for the deferred stock units?

The deferred stock units will be satisfied in cash, not in shares of common stock, upon the director's retirement or at another time permitted by the Directors' Deferred Fee Plan.

How will the restricted stock units reported in this NSC Form 4 be settled?

The 22.0911 restricted stock units credited as dividend equivalents under the Long-Term Incentive Plan will ultimately be satisfied in Norfolk Southern common stock.

What triggered the restricted stock unit dividend equivalents for the NSC director?

The 22.0911 restricted stock units represent dividend equivalent payments on restricted stock units already held under the Long-Term Incentive Plan, using the market value of Norfolk Southern common stock on the dividend payment date.