NSC Form 4: Director DeBiase credited dividend-equivalent RSUs

Rhea-AI Filing Summary

Norfolk Southern Corporation (NSC) reported a routine insider equity award update for director Francesca A. DeBiase. On 11/20/2025, she was credited with 7.227 restricted stock units (RSUs) under the Norfolk Southern Long-Term Incentive Plan. These RSUs were granted as dividend equivalent payments, meaning they were calculated based on the market value of Norfolk Southern common stock on the dividend payment date.

Each RSU represents a right to receive one share of Norfolk Southern common stock in the future, so these units ultimately will be settled in shares rather than cash. Following this transaction, DeBiase beneficially owned 1,507.3321 RSUs directly. The filing reflects standard director compensation mechanics rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DeBiase Francesca A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	7.227	$282.86	$2K

Holdings After Transaction: Restricted Stock Units — 1,507.3321 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What insider transaction did Norfolk Southern (NSC) report in this Form 4?

The report shows that director Francesca A. DeBiase was credited with 7.227 restricted stock units on 11/20/2025 under the Norfolk Southern Long-Term Incentive Plan.

How were the new restricted stock units for NSC's director calculated?

The 7.227 restricted stock units were credited as dividend equivalent payments, based on the market value of Norfolk Southern common stock on the dividend payment date.

What is the total number of Norfolk Southern RSUs held after this transaction?

After the transaction, the reporting person beneficially owned 1,507.3321 restricted stock units, held directly.

What price is associated with the NSC restricted stock unit grant?

The filing lists a value of $282.86 per restricted stock unit for the credited 7.227 units.

Will the Norfolk Southern RSUs reported in this Form 4 be settled in cash or stock?

The filing states that these restricted stock units will ultimately be satisfied in Norfolk Southern common stock.

What is the relationship of the reporting person to Norfolk Southern (NSC)?

The reporting person is identified as a Director of Norfolk Southern Corporation, filing individually.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/24/2025 - 11:19 AM 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^*

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)
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)
			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)	11/20/2025		A(1)		7.227(1)		(1)	(1)	Common Stock	7.227	$282.86(1)	1,507.3321	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	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.