[Form 4] Norfolk Southern Corp. Insider Trading Activity

Rhea-AI Filing Summary

Richard H. Anderson, a director of Norfolk Southern Corporation (NSC), reported dividend-equivalent crediting of equity-based units on 08/20/2025. The filing shows 3.9886 deferred stock units (priced at $285.49) credited under the Directors' Deferred Fee Plan that will be settled in cash when paid out, and 6.4839 restricted stock units (priced at $286.87) credited under the Long-Term Incentive Plan that will be settled in common stock. The Form 4 was signed via power of attorney on 08/22/2025. The disclosure describes these entries as dividend reinvestment or dividend equivalent payments on previously held units.

Positive

• Dividend-equivalent credits disclosed for both deferred stock units and restricted stock units, showing clear plan-based compensation treatment
• Settlement form explicitly stated: deferred stock units will be satisfied in cash and restricted stock units will be satisfied in common stock, aiding transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Report discloses routine dividend-equivalent credits to a director's equity plans; not a sale or open-market trade.

The Form 4 records dividend-equivalent accruals rather than purchases or dispositions of shares. Deferred stock units (3.9886) are credited to the Directors' Deferred Fee Plan and will be satisfied in cash, which affects future cash obligations rather than current share count. Restricted stock units (6.4839) are credited as dividend equivalents under the Long-Term Incentive Plan and will be settled in common stock, increasing potential future share issuance when settled. These entries are administrative compensation accounting items and do not reflect market transactions by the reporting person.

Corporate Governance Expert

TL;DR: Filing documents routine director compensation mechanics—dividend equivalents credited to equity-based plans.

The disclosure explicitly ties the credited units to plan mechanics: deemed reinvestment of dividends for deferred stock units and dividend equivalents for restricted stock units. The Form 4 clarifies settlement forms: cash for deferred units and common stock for RSUs. From a governance perspective, these entries are standard plan administration items that should be disclosed under Section 16 rules to maintain transparency about insider holdings and potential dilution upon RSU settlement.

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)
08/20/2025

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
Deferred Stock Units - Dir. Def. Fee Plan	(1)	08/20/2025		A(1)		3.9886(1)		(1)	(1)	Common Stock	3.9886	$285.49(1)	847.4803	D
Restricted Stock Units	(2)	08/20/2025		A(2)		6.4839(2)		(2)	(2)	Common Stock	6.4839	$286.87(2)	1,384.2838	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.

2. 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 Richard H. Anderson	08/22/2025
	** 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 transactions did Richard H. Anderson report on the Form 4 for NSC?

The Form 4 reports crediting of 3.9886 deferred stock units and 6.4839 restricted stock units effected on 08/20/2025 as dividend-equivalent payments.

How will the deferred stock units be settled according to the filing?

The filing states the deferred stock units under the Directors' Deferred Fee Plan will be satisfied in cash when paid out.

How will the restricted stock units be settled according to the filing?

The filing states the restricted stock units credited under the Long-Term Incentive Plan will be satisfied in common stock.

When were the reported transactions dated and when was the Form 4 signed?

Transactions are dated 08/20/2025 and the Form 4 is signed via power of attorney on 08/22/2025.

What is the reporting person's role at Norfolk Southern?

The Form 4 identifies the reporting person, Richard H. Anderson, as a Director of Norfolk Southern Corporation.