Form 4: Norfolk Southern Director Gains RSUs from Dividends

Norfolk Southern Director Mary Kathryn Heitkamp received 5.7009 restricted stock units through dividend equivalent payments, increasing her total holdings to 1,189.0435 units.

Summary

• Mary Kathryn Heitkamp, a Director at Norfolk Southern Corp (NSC), acquired 5.7009 Restricted Stock Units (RSUs).
• The acquisition occurred on November 20, 2025, and was reported on November 24, 2025.
• These RSUs were credited to her account as dividend equivalent payments on existing restricted stock units held under the company's Long-Term Incentive Plan.
• The units were calculated based on the market value of Norfolk Southern's common stock, which was $282.86 per share on the dividend payment date.
• Following this transaction, Ms. Heitkamp beneficially owns a total of 1,189.0435 Restricted Stock Units.
• The transaction was made pursuant to a Rule 10b5-1 pre-arranged plan.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event where a director's equity holdings increase through dividend equivalents, aligning their interests with shareholders. This is generally viewed favorably, though it's not a direct purchase.

Positives

• The acquisition of additional Restricted Stock Units by a director, even through dividend equivalents, indicates continued alignment of management's interests with shareholders.
• The transaction is part of a pre-arranged Rule 10b5-1 plan, demonstrating a structured approach to insider transactions.

Future Outlook

The acquired Restricted Stock Units will ultimately be satisfied in common stock, indicating a future conversion of these units into shares of Norfolk Southern Corp.

Industry Context

This transaction is a routine insider filing, common in publicly traded companies where directors and executives receive equity compensation, often including dividend equivalents on unvested or restricted shares/units, aligning their long-term interests with company performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The increase in director's equity holdings, even passively, can be seen as a positive signal of continued alignment between management and shareholder interests.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The Restricted Stock Units will ultimately be satisfied in common stock, implying a future conversion or vesting event.

Key Dates

Keywords

Norfolk Southern, NSC, Restricted Stock Units, RSU, Insider Transaction, Form 4, Director Compensation, Dividend Equivalent, Equity Compensation