Claiborne L. Moore - Jan 26, 2024 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: Vice President & Controller
Signature: Denise W. Hutson via P.O.A. for Claiborne L. Moore
Stock symbol: NSC
Transactions as of: Jan 26, 2024
Transactions value $: -$44,552
Form type: 4
Date filed: 1/30/2024, 06:37 PM
Previous filing: May 2, 2023
Next filing: Feb 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$0	+247	+9%	$0.00	2.99K	Jan 26, 2024	Direct	F1
transaction	NSC	Common Stock	Tax liability	-$16K	-69	-2.31%	$231.20	2.92K	Jan 26, 2024	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+165	+5.65%	$0.00	3.09K	Jan 27, 2024	Direct	F2
transaction	NSC	Common Stock	Options Exercise	$0	+87	+2.82%	$0.00	3.17K	Jan 27, 2024	Direct	F3
transaction	NSC	Common Stock	Tax liability	-$5.78K	-25	-0.79%	$231.20	3.15K	Jan 27, 2024	Direct
transaction	NSC	Common Stock	Tax liability	-$10.6K	-46	-1.46%	$231.20	3.1K	Jan 27, 2024	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+187	+6.03%	$0.00	3.29K	Jan 28, 2024	Direct	F4
transaction	NSC	Common Stock	Tax liability	-$12.2K	-52	-1.58%	$234.30	3.24K	Jan 28, 2024	Direct
holding	NSC	Common Stock						216	Jan 26, 2024	By 401(k) Plan	F5

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		-247	-10.52%		2.1K	Jan 26, 2024	Common Stock	247		Direct	F1
transaction	NSC	Restricted Stock Units	Options Exercise		-87	-4.14%		2.01K	Jan 27, 2024	Common Stock	87		Direct	F3
transaction	NSC	Restricted Stock Units	Options Exercise		-165	-8.19%		1.85K	Jan 27, 2024	Common Stock	165		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-187	-10.11%		1.66K	Jan 28, 2024	Common Stock	187		Direct	F4

* 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 26, 2023, 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 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 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 April 28, 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 second of four installments.
F4	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 third of four installments.
F5	Represents the approximate number of shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of January 29, 2024, 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.