Form 4: Director Sameh Fahmy Boosts NSC RSU Holdings

Norfolk Southern Director Sameh Fahmy increased his beneficial ownership of restricted stock units through routine dividend equivalent payments.

Summary

• Sameh Fahmy, a Director at Norfolk Southern Corp (NSC), acquired 5.7009 Restricted Stock Units (RSUs) on November 20, 2025.
• These RSUs were credited to his account as dividend equivalent payments on existing restricted stock units held under the Norfolk Southern Corporation Long-Term Incentive Plan.
• The calculation was based on the market value of the corporation's common stock, which was $282.86 per share on the dividend payment date.
• Following this transaction, Mr. Fahmy beneficially owns a total of 1,189.0435 Restricted Stock Units.
• These units are ultimately expected to be satisfied in common stock.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates continued alignment of a director's interests with the company's performance through equity ownership, though it is a routine, non-discretionary transaction.

Positives

• The increase in Restricted Stock Units (RSUs) for Director Sameh Fahmy, even through dividend equivalents, demonstrates continued alignment of management's interests with shareholder value.
• Participation in the Long-Term Incentive Plan through RSU holdings encourages long-term commitment and performance.

Future Outlook

N/A. This filing reports a past insider transaction and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This routine insider transaction reflects a director's ongoing participation in the company's long-term incentive plan, a common practice across industries to align management interests with shareholder value. It does not provide specific insights into broader industry trends or competitive dynamics.

Stakeholder Impact

• Shareholders: Minor positive impact, as it indicates continued alignment of a director's interests with shareholder value through equity ownership.
• Employees, customers, suppliers, creditors: No direct impact from this routine insider transaction.

Next Steps

• The Restricted Stock Units acquired will ultimately be satisfied in common stock, subject to the terms of the Norfolk Southern Corporation Long-Term Incentive Plan.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary insider transaction (dividend equivalent payments on RSUs) involving a very small number of units. It does not provide new material information that would warrant a change in investment recommendation for Norfolk Southern Corp. The transaction primarily reflects ongoing director compensation structure and alignment.

Keywords

Norfolk Southern, NSC, Sameh Fahmy, Restricted Stock Units, RSU, Insider Transaction, Form 4, Director Holdings, Dividend Equivalent