[Form 4] Norfolk Southern Corp. Insider Trading Activity

Rhea-AI Filing Summary

Francesca A. DeBiase, a director of Norfolk Southern Corporation (NSC), received restricted stock units on 08/20/2025 as dividend-equivalent payments. The Form 4 reports 1,500.1051 restricted stock units (RSUs) credited to her account under the company's Long-Term Incentive Plan, with an indicated per-share market reference of $286.87. The filing states these units will ultimately be settled in common stock and are reported as directly owned.

Positive

• Director equity accrual: Reporting person received 1,500.1051 restricted stock units as dividend equivalents, increasing direct ownership.
• Clear disclosure: Form 4 specifies the RSUs will be satisfied in common stock and includes the transaction date 08/20/2025.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider receipt of dividend-equivalent RSUs totaling 1,500.1051 shares; no cash sale or exercise was reported.

The Form 4 documents a non-cash transaction where RSUs were credited to a director's account as dividend equivalents. This increases the director's direct beneficial ownership by 1,500.1051 units that will be converted to common stock when settled. There are no disposals, open-market purchases, option exercises, or cash proceeds reported, so this filing reflects compensation-related equity accrual rather than trading activity.

Corporate Governance Expert

TL;DR: Governance disclosure shows routine compensation mechanics; no red flags such as insider selling or unusual timing are evident.

The explanation clarifies these units are dividend-equivalent payments under the Long-Term Incentive Plan and will be satisfied in common stock. Because the transaction is a standard plan-based credit to an insider and was reported via Form 4, it supports transparent disclosure of director equity accruals. The filing was signed by power of attorney, indicating administrative handling consistent with routine reporting practices.

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
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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^*

DeBiase Francesca A.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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)
			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)	08/20/2025		A(1)		7.0264(1)		(1)	(1)	Common Stock	7.0264	$286.87(1)	1,500.1051	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 Francesca A. DeBiase	08/22/2025
	** 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.

FAQ

What transaction did Francesca A. DeBiase report on Form 4 for NSC?

The Form 4 reports receipt of 1,500.1051 restricted stock units credited as dividend-equivalent payments under the Norfolk Southern Long-Term Incentive Plan on 08/20/2025.

Will the restricted stock units reported by Francesca DeBiase be settled in shares of NSC common stock?

Yes. The filing states these dividend-equivalent restricted stock units ultimately will be satisfied in common stock.

What price or market reference is included in the Form 4 for these RSUs?

The filing lists a market reference of $286.87 associated with the reported units.

Was the Form 4 transaction a sale or cash transaction?

No. The transaction is an A (acquisition) of RSUs as dividend equivalents; no sale or cash proceeds are reported.

Who signed the Form 4 for Francesca DeBiase?

The form was signed by J. Jeremy Ballard via P.O.A. for Francesca A. DeBiase on 08/22/2025.