Alan H. Shaw - Sep 13, 2024 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: Former CEO / Director
Signature: Joseph C. Wolfe via P.O.A. for Alan H. Shaw
Stock symbol: NSC
Transactions as of: Sep 13, 2024
Transactions value $: -$19,603,687
Form type: 4
Date filed: 10/1/2024, 01:11 PM
Previous filing: Jun 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$1.42M	+20.2K	+57.67%	$70.32	55.3K	Sep 13, 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$1.59M	+13.2K	+23.93%	$120.25	68.5K	Sep 13, 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$1.94M	+8.06K	+11.76%	$241.18	76.5K	Sep 13, 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$521K	+3.48K	+4.55%	$149.58	80K	Sep 13, 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$564K	+3.4K	+4.25%	$165.79	83.4K	Sep 13, 2024	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$635K	+2.96K	+3.55%	$214.50	86.4K	Sep 13, 2024	Direct	F1
transaction	NSC	Common Stock	Sale	-$13.1M	-51.3K	-59.42%	$255.98	35K	Sep 13, 2024	Direct
holding	NSC	Common Stock						1.85K	Sep 13, 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 2016)	Options Exercise	-$5.17M	-20.2K	-100%	$255.98	Sep 13, 2024	Common Stock	20.2K	$70.32	Direct	F1
transaction	NSC	Option (right to buy, granted 2017)	Options Exercise	-$3.38M	-13.2K	-100%	$255.98	Sep 13, 2024	Common Stock	13.2K	$120.25	Direct	F1
transaction	NSC	Option (right to buy, granted 2018)	Options Exercise	-$891K	-3.48K	-100%	$255.98	Sep 13, 2024	Common Stock	3.48K	$149.58	Direct	F1
transaction	NSC	Option (right to buy, granted 2019)	Options Exercise	-$870K	-3.4K	-100%	$255.93	Sep 13, 2024	Common Stock	3.4K	$165.79	Direct	F1
transaction	NSC	Option (right to buy, granted 2020)	Options Exercise	-$758K	-2.96K	-100%	$255.98	Sep 13, 2024	Common Stock	2.96K	$214.50	Direct	F1
transaction	NSC	Option (right to buy, granted 2023)	Options Exercise	-$2.06M	-8.06K	-100%	$255.98	Sep 13, 2024	Common Stock	8.06K	$241.18	Direct	F1

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

Alan H. Shaw is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 September 13, 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 September 13, 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.