Paul B. Duncan - 02 Mar 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
Issuer symbol: NSC
Transactions as of: 02 Mar 2024
Net transactions value: -$163,424
Form type: 4
Filing time: 04 Mar 2024, 20:46:14 UTC
Previous filing: 01 Feb 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	Options Exercise	$0	+1,505	+86%	$0.000000	3,261	02 Mar 2024	Direct	F1
transaction	NSC	Common Stock	Tax liability	$163,424	-640	-20%	$255.35	2,621	02 Mar 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	Options Exercise		-1,505	-24%		4,897	02 Mar 2024	Common Stock	1,505		Direct	F1

* 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 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 two installments beginning on the first anniversary of the grant date. This distribution represents the second of two installments.

Content

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 two installments beginning on the first anniversary of the grant date. This distribution represents the second of two installments.