NSC director receives 183 deferred stock units valued $300.41

Rhea-AI Filing Summary

Norfolk Southern Corporation director Richard H. Anderson received 183.0831 deferred stock units on 09/30/2025 under the Directors' Deferred Fee Plan as a deemed reinvestment of dividends. The filing shows those units were recorded at a closing common-stock value of $300.41 per share for calculation purposes. After the transaction the reporting person beneficially owns 1,030.5634 common shares (direct). The deferred stock units are payable in cash, not shares, upon retirement or another election under the plan; they represent a deferred compensation credit tied to the company's share price rather than an immediate equity issuance.

Insights

Corporate Governance Analyst

Director deferred compensation credited 183 DSUs, cash‑settled at retirement.

The entry records 183.0831 deferred stock units added to a director account on 09/30/2025 via deemed dividend reinvestment; the units were calculated using the common stock closing price of $300.41. These units increase reported beneficial ownership to 1,030.5634 shares on a direct basis.

Because the plan pays in cash rather than issuing shares, there is no immediate dilution to shareholders; the arrangement links director compensation to the company share price and defers cash payment until retirement or an elected payout date. Monitor deferred compensation disclosures at annual reporting and any changes to payout elections or plan terms within the next 12 months for potential cash obligations.

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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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^*

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)
09/30/2025

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)	09/30/2025		A(1)		183.0831(1)		(1)	(1)	Common Stock	183.0831	$300.41(1)	1,030.5634	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	10/07/2025
	** 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 did Richard H. Anderson report for Norfolk Southern (NSC) on Form 4?

He reported the crediting of 183.0831 deferred stock units under the Directors' Deferred Fee Plan on 09/30/2025, increasing his beneficial ownership to 1,030.5634 shares.

Are the deferred stock units paid in shares or cash for NSC director deferrals?

The filing states the deferred stock units "ultimately will be satisfied in cash, not in shares of common stock," upon retirement or elected payout.

What valuation was used to calculate the deferred stock units?

The units were calculated on the basis of the closing market value of common stock on the dividend payment date, shown as $300.41 in the filing.

Does this Form 4 indicate any stock purchases or sales by the director?

No. The Form 4 reports a deemed reinvestment credit of deferred stock units (A transaction code), not an open‑market purchase or sale.

When was the Form 4 signed and filed for this transaction?

The signature block shows the form was signed by a power of attorney on 10/07/2025.