Mark R. George - 30 Jan 2024 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Financial Officer
Signature: Denise W. Hutson via P.O.A. for Mark R. George
Issuer symbol: NSC
Transactions as of: 30 Jan 2024
Net transactions value: -$447,657
Form type: 4
Filing time: 01 Feb 2024, 21:34:15 UTC
Previous filing: 30 Jan 2024
Next filing: 04 Jun 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Award	$0	+4,200	+39%	$0.000000	14,835	30 Jan 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$0	+615	+4.1%	$0.000000	15,450	30 Jan 2024	Direct	F2
transaction	NSC	Common Stock	Tax liability	$57,228	-242	-1.6%	$236.48	15,208	30 Jan 2024	Direct
transaction	NSC	Common Stock	Tax liability	$390,428	-1,651	-11%	$236.48	13,557	30 Jan 2024	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	Option (right to buy, granted 2024)	Award		+8,470			8,470	30 Jan 2024	Common Stock	8,470	$236.85	Direct	F3
transaction	NSC	Restricted Stock Units	Award		+2,850	+60%		7,594	30 Jan 2024	Common Stock	2,850		Direct	F4
transaction	NSC	Restricted Stock Units	Options Exercise		-615	-8.1%		6,979	30 Jan 2024	Common Stock	615		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive plan (a Rule 16b-3 plan).
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, 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 four annual installments beginning on the first anniversary of the grant date. This distribution represents the fourth of four installments.
F3	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.
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 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.