Form 4: Norfolk Southern Director Adds Deferred Stock Units

Norfolk Southern Director John C. Huffard Jr. acquired 183.5689 deferred stock units through dividend reinvestment, increasing his total holdings to 2,745.3039 units.

Summary

• John C. Huffard Jr., a Director at Norfolk Southern Corp (NSC), acquired 183.5689 deferred stock units.
• This acquisition was a deemed reinvestment of dividends on existing deferred stock units held under the company's Directors' Deferred Fee Plan.
• The transaction occurred on December 31, 2025.
• The units were calculated based on the closing market value of the company's common stock on the dividend payment date, which was $288.72 per unit.
• Following this transaction, Mr. Huffard beneficially owns a total of 2,745.3039 deferred stock units.
• These deferred stock units will ultimately 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.

Sentiment

Score: 6

Explanation: Slightly positive due to director's continued investment and alignment of interests, but largely neutral as it's a routine, pre-planned transaction with no new material information.

Positives

• Director's continued participation in the company's deferred fee plan through dividend reinvestment demonstrates ongoing commitment.
• Increase in director's beneficial ownership of deferred stock units further aligns his interests with the company's long-term performance.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the nature of the deferred stock units being satisfied in cash upon retirement or election.

Management Comments

• 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.

Industry Context

This routine insider transaction reflects a director's participation in a standard deferred compensation plan, common across many publicly traded companies, and does not indicate any specific broader industry trends or competitive shifts within the railroad sector.

Comparison to Industry Standards

• This transaction is a standard dividend reinvestment within a director's deferred compensation plan, which is a common practice for executive and director compensation across various industries.
• It aligns with typical corporate governance practices for retaining and incentivizing board members.
• No specific comparable companies or projects are detailed as this is a routine individual compensation event.

Related Party Transactions

• The transaction involves a director of Norfolk Southern Corp acquiring deferred stock units as part of the company's Directors' Deferred Fee Plan, which is a related party transaction.

Stakeholder Impact

• Shareholders: The transaction demonstrates continued alignment of a director's interests with the company's performance through participation in a deferred compensation plan.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The deferred stock units will be satisfied in cash upon the reporting person's retirement or at such other time as elected under the plan terms.

Key Dates

Keywords

Norfolk Southern, NSC, Form 4, Insider Transaction, Director Holdings, Deferred Stock Units, Dividend Reinvestment, John C. Huffard Jr.