Nabanita C. Nag - Jan 27, 2023 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Legal Officer
Signature: Denise Hutson via P.O.A. for Nabanita C. Nag
Stock symbol: NSC
Transactions as of: Jan 27, 2023
Transactions value $: -$27,351
Form type: 4
Date filed: 1/31/2023, 06:51 PM
Previous filing: Jan 30, 2023
Next filing: May 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$0	+165	+38.64%	$0.00	592	Jan 27, 2023	Direct	F1
transaction	NSC	Common Stock	Tax liability	-$11.1K	-46	-7.77%	$241.20	546	Jan 27, 2023	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+187	+34.25%	$0.00	733	Jan 28, 2023	Direct	F2
transaction	NSC	Common Stock	Tax liability	-$12.4K	-52	-7.09%	$239.06	681	Jan 28, 2023	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+56	+8.22%	$0.00	737	Jan 30, 2023	Direct	F3
transaction	NSC	Common Stock	Tax liability	-$3.82K	-16	-2.17%	$239.06	721	Jan 30, 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NSC	Restricted Stock Units	Options Exercise		-165	-3.53%		4.51K	Jan 27, 2023	Common Stock	165		Direct	F1
transaction	NSC	Restricted Stock Units	Options Exercise		-187	-4.14%		4.33K	Jan 28, 2023	Common Stock	187		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-56	-1.29%		4.27K	Jan 30, 2023	Common Stock	56		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 2022, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the first of four installments.
F2	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 28, 2021, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the second of four installments.
F3	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on October 29, 2020, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in three annual installments beginning on January 30, 2022. This distribution represents the second of three installments.