Norfolk Southern (NSC) director DeBiase gains dividend-based restricted stock units

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP director Francesca A. DeBiase reported an acquisition of restricted stock units tied to dividend equivalents. On February 20, 2026, she was credited with 9.105 restricted stock units at a reference value of $315.715 per unit under the company’s Long-Term Incentive Plan.

According to the filing, these units were credited as dividend equivalent payments on existing restricted stock units, based on the market value of Norfolk Southern common stock on the dividend payment date. After this transaction, DeBiase’s direct holdings under the plan total 2,138.4371 restricted stock units, which will ultimately be settled in common stock.

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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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)
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)		9.105(1)		(1)	(1)	Common Stock	9.105	$315.715(1)	2,138.4371	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	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 Norfolk Southern (NSC) director Francesca DeBiase report?

Francesca A. DeBiase reported an acquisition of restricted stock units. She was credited with 9.105 units on February 20, 2026 under Norfolk Southern’s Long-Term Incentive Plan, reflecting dividend equivalent payments based on the market value of the company’s common stock on the dividend payment date.

How many restricted stock units did Francesca DeBiase receive in the latest NSC Form 4?

She received 9.105 restricted stock units. The units were credited as dividend equivalent payments on existing restricted stock units, calculated using the market value of Norfolk Southern common stock on the dividend payment date, as part of the Norfolk Southern Corporation Long-Term Incentive Plan.

What is the reference price for the new Norfolk Southern restricted stock units granted to Francesca DeBiase?

The filing shows a transaction price of $315.715 per restricted stock unit. This value reflects the market value of Norfolk Southern common stock on the dividend payment date used to calculate the number of dividend-equivalent units credited under the Long-Term Incentive Plan.

What is Francesca DeBiase’s total Norfolk Southern restricted stock unit balance after this transaction?

After the transaction, her direct holdings total 2,138.4371 restricted stock units. These units are held in the Norfolk Southern Corporation Long-Term Incentive Plan and, according to the filing, will ultimately be satisfied in shares of Norfolk Southern common stock in the future.

How were the new Norfolk Southern restricted stock units for Francesca DeBiase calculated?

The units were credited as dividend equivalent payments. The filing explains they were calculated based on the market value of Norfolk Southern common stock on the dividend payment date, increasing the number of restricted stock units held in her Long-Term Incentive Plan account.

Will the restricted stock units reported by Francesca DeBiase be settled in Norfolk Southern common stock?

Yes. The footnote states that the restricted stock units credited to Francesca DeBiase’s account under the Long-Term Incentive Plan, including these dividend equivalent units, will ultimately be satisfied in Norfolk Southern Corporation common stock rather than in cash.