John F. Orr - 26 Apr 2024 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NSC	Option (right to buy, granted 2024)	Award	+8,090		8,090	26 Apr 2024	Common Stock	8,090	$240.38	Direct	F1
transaction	NSC	Restricted Stock Units	Award	+24,960		24,960	26 Apr 2024	Common Stock	24,960		Direct	F2
transaction	NSC	Restricted Stock Units	Award	+2,810	+11%	27,770	26 Apr 2024	Common Stock	2,810		Direct	F3

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

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 April 26, 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 three annual installments beginning on the first anniversary of the grant date.
F3	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on April 26, 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.