Paul B. Duncan - Jan 30, 2024 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Operating Officer
Signature: Denise W. Hutson via P.O.A. for Paul B. Duncan
Stock symbol: NSC
Transactions as of: Jan 30, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/1/2024, 09:34 PM
Previous filing: Jan 30, 2024
Next filing: Mar 4, 2024

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	Option (right to buy, granted 2024)	Award		+7.53K			7.53K	Jan 30, 2024	Common Stock	7.53K	$236.85	Direct	F1
transaction	NSC	Restricted Stock Units	Award		+2.54K	+65.77%		6.4K	Jan 30, 2024	Common Stock	2.54K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan). These options will vest ratably in four annual installments beginning on the first anniversary of the grant date.
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 30, 2024, 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.

Content

Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan). These options will vest ratably in four annual installments beginning on the first anniversary of the grant date.

Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2024, 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.