Donadio Marcela E 4

What Happened

• Marcela E. Donadio, a director of Norfolk Southern Corporation (NSC), was granted 622 restricted stock units (RSUs) on January 30, 2026. The award is a derivative grant (code A) and has no purchase price — it is an equity award, not an open-market trade.
• Each RSU is the economic equivalent of one share of NSC common stock and will be settled in shares. The RSUs vest in full on the first anniversary of the grant (January 30, 2027). The grant is reported as exempt under Section 16(b).

Key Details

• Transaction date: January 30, 2026 (Filed with the SEC on February 3, 2026 — timely under Section 16 reporting rules)
• Transaction type: Award/Grant of Restricted Stock Units (derivative), 622 RSUs; price: N/A
• Settlement/vesting: RSUs will be settled in common stock, vesting in full on Jan 30, 2027
• Footnote: Grant is exempt under Section 16(b) (short-swing profit rule); each RSU equals one share
• Shares owned after transaction: Not specified in the filing

Context

• RSU grants to directors are routine compensation and represent a future right to receive shares at vesting; they are not an immediate buy or sell signal. Upon vesting the units will convert to common stock and may have tax consequences at that time.