Mark R. George - 26 Jan 2025 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: President & CEO, Director
Signature: J. Jeremy Ballard via P.O.A. for Mark R. George
Issuer symbol: NSC
Transactions as of: 26 Jan 2025
Net transactions value: -$211,635
Form type: 4
Filing time: 30 Jan 2025, 19:38:36 UTC
Previous filing: 12 Dec 2024
Next filing: 03 Feb 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	$0	+625	+4.5%	$0.000000	14,382	26 Jan 2025	Direct	F1
transaction	NSC	Common Stock	Tax liability	$62,397	-246	-1.7%	$253.64	14,136	26 Jan 2025	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+775	+5.5%	$0.000000	14,911	27 Jan 2025	Direct	F2
transaction	NSC	Common Stock	Tax liability	$78,437	-305	-2%	$257.17	14,606	27 Jan 2025	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+704	+4.8%	$0.000000	15,310	28 Jan 2025	Direct	F3
transaction	NSC	Common Stock	Tax liability	$70,801	-277	-1.8%	$255.60	15,033	28 Jan 2025	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		-625	-9%		6,354	26 Jan 2025	Common Stock	625		Direct	F1
transaction	NSC	Restricted Stock Units	Options Exercise		-775	-12%		5,579	27 Jan 2025	Common Stock	775		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-704	-13%		4,875	28 Jan 2025	Common Stock	704		Direct	F3

* 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 January 26, 2023, 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 second of four installments.
F2	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 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 four annual installments beginning on the first anniversary of the grant date. This distribution represents the third of four installments.
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 28, 2021, 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 final installment.