Norfolk Southern COO acquires 653 shares via grant

The chief operating officer’s units were credited under Norfolk Southern Corporation’s Long-Term Incentive Plan on October 24, 2024.

Rhea-AI Filing Summary

Brian Barr, Norfolk Southern Corp.’s Chief Operating Officer, reported conversion of 653 Restricted Stock Units into 653 common shares on October 24, 2026. The RSUs were the second settlement of three installments; each unit is economically equivalent to one common share. He also reported 117 common shares delivered or withheld for payment of exercise price or tax liability at $332.09 per share. His reported post-transaction RSU balance was 3,751 units.

Insider Trade Summary

653 shares exercised/converted

Exercise 3 txns

Insider Barr Brian

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1	653	--	--
Exercise	Common Stock F1	653	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	117	$332.09	$39K

Holdings After Transaction: Restricted Stock Units — 3,751 contracts (Direct); Common Stock — 1,354 shares (Direct)

Footnotes (1)

1. F1. 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 settlement of three installments.

Key Figures

Restricted Stock Units converted: 653 units Common shares acquired: 653 shares Shares delivered or withheld: 117 shares +3 more

6 metrics

Restricted Stock Units converted 653 units October 24, 2026

Common shares acquired 653 shares Through the reported RSU settlement on October 24, 2026

Shares delivered or withheld 117 shares For payment of exercise price or tax liability on October 24, 2026

Transaction price per share $332.09 per share Associated with the 117 shares delivered or withheld

Restricted Stock Units following transaction 3,751 units Reported following the derivative transaction

Settlement installment Second of three installments RSU distribution

Key Terms

Restricted Stock Units, Long-Term Incentive Plan, Section 16(b)

3 terms

Restricted Stock Units financial

"number of Restricted Stock Units"

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.

Long-Term Incentive Plan financial

"under the terms of 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.

Section 16(b) regulatory

"exempt under Section 16(b)"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NSC shares did COO Brian Barr acquire?

Brian Barr acquired 653 shares of Norfolk Southern common stock on October 24, 2026, through the reported RSU settlement. His reported post-transaction balance was 3,751 Restricted Stock Units.

What were the terms of Brian Barr’s NSC RSU settlement?

The units were the second settlement of three installments, and each unit was the economic equivalent of one common share. They were granted and credited to his account on October 24, 2024, under the Norfolk Southern Corporation Long-Term Incentive Plan, and ultimately will be settled in common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 06:20 PM EDT Accepted by SEC EDGAR 10/26/2026 - 06:20 PM EDT 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^*

Barr Brian

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2026

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
Common Stock	10/24/2026		M		653	A	$0.0000(1)	1,471	D
Common Stock	10/24/2026		F		117	D	$332.09	1,354	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	(1)	10/24/2026		M(1)			653(1)	(1)	(1)	Common Stock	653	(1)	3,751	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 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 settlement of three installments.

	J. Jeremy Ballard via P.O.A. for Brian Barr	10/26/2026
	** 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)