Mark R. George - Jan 30, 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
Stock symbol
NSC
Transactions as of
Jan 30, 2024
Transactions value $
-$447,657
Form type
4
Date filed
2/1/2024, 09:34 PM
Previous filing
Jan 30, 2024
Next filing
Jun 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NSC Common Stock Award $0 +4.2K +39.49% $0.00 14.8K Jan 30, 2024 Direct F1
transaction NSC Common Stock Options Exercise $0 +615 +4.15% $0.00 15.5K Jan 30, 2024 Direct F2
transaction NSC Common Stock Tax liability -$57.2K -242 -1.57% $236.48 15.2K Jan 30, 2024 Direct
transaction NSC Common Stock Tax liability -$390K -1.65K -10.86% $236.48 13.6K Jan 30, 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 +8.47K 8.47K Jan 30, 2024 Common Stock 8.47K $236.85 Direct F3
transaction NSC Restricted Stock Units Award +2.85K +60.08% 7.59K Jan 30, 2024 Common Stock 2.85K Direct F4
transaction NSC Restricted Stock Units Options Exercise -615 -8.1% 6.98K Jan 30, 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.