Norfolk Southern (NSC) director credited dividend RSUs

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director William Clyburn Jr. acquired 7.744 restricted stock units on February 20, 2026 as a grant/award under the company’s Long-Term Incentive Plan. These units were credited as dividend equivalents valued at $315.715 per unit, bringing his total restricted stock units to 1,818.7875, which ultimately will be settled in common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clyburn William Jr.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	7.744	$315.715	$2K

Holdings After Transaction: Restricted Stock Units — 1,818.788 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Clyburn William Jr.

(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)
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)
			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)	02/20/2026		A(1)		7.744(1)		(1)	(1)	Common Stock	7.744	$315.715(1)	1,818.7875	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 William Clyburn, 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.

FAQ

What insider transaction did NSC director William Clyburn Jr. report?

Director William Clyburn Jr. reported acquiring 7.744 restricted stock units in Norfolk Southern. The units were granted as a dividend-equivalent award under the Long-Term Incentive Plan, increasing his total restricted stock unit holdings to 1,818.7875 units that will ultimately be settled in common stock.

What was the price used for William Clyburn Jr.’s new NSC restricted stock units?

The 7.744 restricted stock units were credited using a value of $315.715 per unit. This price reflects the market value of Norfolk Southern common stock on the dividend payment date, as used to calculate the dividend-equivalent award under the Long-Term Incentive Plan.

Why did William Clyburn Jr. receive 7.744 restricted stock units from Norfolk Southern (NSC)?

He received 7.744 restricted stock units as dividend-equivalent payments on restricted stock units already held. Under Norfolk Southern’s Long-Term Incentive Plan, cash dividends on common stock are mirrored by additional stock units credited to the participant’s account, based on market value at the dividend date.

How many Norfolk Southern restricted stock units does William Clyburn Jr. hold after this Form 4?

After this transaction, William Clyburn Jr. holds a total of 1,818.7875 restricted stock units. This reflects the addition of 7.744 units credited as dividend equivalents, which will ultimately be settled in shares of Norfolk Southern common stock when the units are distributed.

Are William Clyburn Jr.’s new NSC restricted stock units cash or stock-settled?

The 7.744 restricted stock units are stock-settled, not paid in cash. The filing states these units, credited as dividend equivalents under the Long-Term Incentive Plan, will ultimately be satisfied in Norfolk Southern common stock upon distribution rather than through a cash payment.

Does this NSC Form 4 show William Clyburn Jr. buying or selling shares on the market?

The Form 4 does not show market purchases or sales by William Clyburn Jr. It reports a grant-type acquisition of 7.744 restricted stock units as dividend equivalents under the Long-Term Incentive Plan, increasing his stock unit balance without an open-market transaction.