Ann A. Adams - Jan 30, 2024 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Transform. Officer
Signature: Denise W. Hutson via P.O.A. for Ann A. Adams
Stock symbol: NSC
Transactions as of: Jan 30, 2024
Transactions value $: -$431,103
Form type: 4
Date filed: 2/1/2024, 09:37 PM
Previous filing: Jan 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Award	$0	+3.72K	+21.44%	$0.00	21.1K	Jan 30, 2024	Direct	F1, F2
transaction	NSC	Common Stock	Options Exercise	$0	+545	+2.59%	$0.00	21.6K	Jan 30, 2024	Direct	F3
transaction	NSC	Common Stock	Tax liability	-$55.1K	-233	-1.08%	$236.48	21.4K	Jan 30, 2024	Direct
transaction	NSC	Common Stock	Tax liability	-$376K	-1.59K	-7.44%	$236.48	19.8K	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	Restricted Stock Units	Award		+2.96K	+76.11%		6.85K	Jan 30, 2024	Common Stock	2.96K		Direct	F4
transaction	NSC	Restricted Stock Units	Options Exercise		-545	-7.96%		6.3K	Jan 30, 2024	Common Stock	545		Direct	F3

* 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	The reporting person's previous Form 4 filed on January 30, 2024 overstated the total amount of shares beneficially owned in column 5 by 93 shares due to an administrative error. The amount reported in colunn 5 for this transaction has been updated to reflect this error.
F3	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.
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.