Claude E. Elkins - 10 May 2024 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Marketing Officer
Signature: Denise W. Hutson via P.O.A. for Claude E Elkins
Issuer symbol: NSC
Transactions as of: 10 May 2024
Net transactions value: -$1,491,989
Form type: 4
Filing time: 14 May 2024, 20:23:40 UTC
Previous filing: 01 Feb 2024
Next filing: 30 Jan 2025
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	$167,810	+1,610	+38%	$104.23	5,799	10 May 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$156,325	+1,300	+22%	$120.25	7,099	10 May 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$86,494	+1,230	+17%	$70.32	8,329	10 May 2024	Direct	F1
transaction	NSC	Common Stock	Sale	$254,759	-1,112	-13%	$229.10	7,217	10 May 2024	Direct
transaction	NSC	Common Stock	Sale	$700,565	-3,077	-43%	$227.68	4,140	10 May 2024	Direct
transaction	NSC	Common Stock	Sale	$947,294	-4,140	-100%	$228.82	0	10 May 2024	Direct
holding	NSC	Common Stock						127	10 May 2024	By 401(k) Plan	F2

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NSC	Option (right to buy, granted 2015)	Options Exercise	$0	-1,610	-100%	$0.000000^*	10 May 2024	Common Stock	1,610	$104.23	Direct	F1
transaction	NSC	Option (right to buy, granted 2016)	Options Exercise	$0	-1,230	-100%	$0.000000^*	10 May 2024	Common Stock	1,230	$70.32	Direct	F1
transaction	NSC	Option (right to buy, granted 2017)	Options Exercise	$0	-1,300	-100%	$0.000000^*	10 May 2024	Common Stock	1,300	$120.25	Direct	F1

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

Explanation of Responses:

Id	Content
F1	Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).
F2	Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of May 10, 2024, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.

Content

Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).

Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of May 10, 2024, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.