| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NSC | Common Stock | Options Exercise | $7.41M | +105K | +246.72% | $70.32 | 148K | Aug 2, 2022 | Direct | F1 |
| transaction | NSC | Common Stock | Sale | -$33.1K | -132 | -0.09% | $250.86 | 148K | Aug 2, 2022 | Direct | F1, F2 |
| transaction | NSC | Common Stock | Sale | -$1.58M | -6.3K | -4.25% | $250.21 | 142K | Aug 2, 2022 | Direct | F1, F3 |
| transaction | NSC | Common Stock | Sale | -$11.5M | -46K | -32.49% | $249.13 | 95.7K | Aug 2, 2022 | Direct | F1, F4 |
| transaction | NSC | Common Stock | Sale | -$13.2M | -53K | -55.34% | $248.35 | 42.7K | Aug 2, 2022 | Direct | F1, F5 |
| holding | NSC | Common Stock | 165 | Aug 2, 2022 | By 401(k) Plan | F6 | |||||
| holding | NSC | Common Stock | 20K | Aug 2, 2022 | By GRATs | ||||||
| holding | NSC | Common Stock | 32.6K | Aug 2, 2022 | By Spouse | ||||||
| holding | NSC | Common Stock | 11.6K | Aug 2, 2022 | By the E.H. Squires Irrevocable Trust | F7 | |||||
| holding | NSC | Common Stock | 11.6K | Aug 2, 2022 | By the M.O. Squires Irrevocable Trust | F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NSC | Option (right to buy, granted 2016) | Options Exercise | $0 | -105K | -100% | $0.00* | 0 | Aug 2, 2022 | Common Stock | 105K | $70.32 | Direct | F8 |
| Id | Content |
|---|---|
| F1 | Excludes 20,000 shares which remain held indirectly in a grantor retained annuity trust (GRAT), previously held directly. |
| F2 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.85 to $250.88, inclusive. The reporting person undertakes to provide to Norfolk Southern Corporation, security holders of Norfolk Southern Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (5) to this Form 4. |
| F3 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.79 to $250.78, inclusive. |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.79 to $249.78, inclusive. |
| F5 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.79 to $248.78, inclusive. |
| F6 | Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of August 2, 2022, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices. |
| F7 | Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares. |
| F8 | Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan). |