Norfolk Southern (NSC) director updates holdings with deferred stock unit credits

Rhea-AI Filing Summary

Norfolk Southern Corp director reports deferred stock unit dividend credits. A company director filed to report 232.0587 deferred stock units credited on 12/31/2025 under the Norfolk Southern Corporation Directors' Deferred Fee Plan. The units were calculated using a closing market value of $288.72 per share on the dividend payment date and represent a deemed reinvestment of dividends on previously deferred stock units. After this transaction, the director beneficially holds 1,267.317 deferred stock units in this plan. These units will be settled in cash, not in common shares, upon the director's retirement or at another time elected under the plan.

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

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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^*

ANDERSON RICHARD H

(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)
12/31/2025

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
Deferred Stock Units - Dir. Def. Fee Plan	(1)	12/31/2025		A(1)		232.0587(1)		(1)	(1)	Common Stock	232.0587	$288.72(1)	1,267.317	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.

	J. Jeremy Ballard via P.O.A. for Richard H. Anderson	01/05/2026
	** 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 Norfolk Southern Corp (NSC) report in this Form 4?

The filing reports that a director received 232.0587 deferred stock units on 12/31/2025 under the Norfolk Southern Corporation Directors' Deferred Fee Plan, credited as a deemed reinvestment of dividends on previously held deferred stock units.

What is the total number of deferred stock units the NSC director holds after this transaction?

Following the reported transaction, the director beneficially owns 1,267.317 deferred stock units under the Norfolk Southern Corporation Directors' Deferred Fee Plan.

How were the new Norfolk Southern (NSC) deferred stock units calculated?

The 232.0587 deferred stock units were calculated based on the closing market value of the company's common stock of $288.72 on the dividend payment date, reflecting a deemed reinvestment of dividends on existing deferred stock units.

Will the Norfolk Southern (NSC) deferred stock units be paid in stock or cash?

The filing states that these deferred stock units will be satisfied in cash, not in shares of common stock, upon the reporting person's retirement or at another time elected under the terms of the plan.

What plan governs the deferred stock units reported for Norfolk Southern Corp (NSC)?

The units are held under the Norfolk Southern Corporation Directors' Deferred Fee Plan, which provides for deferred stock units and their deemed reinvestment of dividends.

What role does the reporting person have at Norfolk Southern Corp (NSC)?

The reporting person is identified in the filing as a Director of Norfolk Southern Corp.

Is this Norfolk Southern (NSC) Form 4 filed for one person or a group?

The document indicates that the Form is filed by one reporting person, not by more than one reporting person.