Claude E. Elkins - 26 Jan 2025 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Marketing Officer
Signature: J. Jeremy Ballard via P.O.A. for Claude E. Elkins
Issuer symbol: NSC
Transactions as of: 26 Jan 2025
Net transactions value: -$139,469
Form type: 4
Filing time: 30 Jan 2025, 19:38:37 UTC
Previous filing: 14 May 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	+520		$0.000000	520	26 Jan 2025	Direct	F1
transaction	NSC	Common Stock	Tax liability	$56,056	-221	-42%	$253.64	299	26 Jan 2025	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+515	+172%	$0.000000	814	27 Jan 2025	Direct	F2
transaction	NSC	Common Stock	Tax liability	$56,320	-219	-27%	$257.17	595	27 Jan 2025	Direct
transaction	NSC	Common Stock	Options Exercise	$0	+249	+42%	$0.000000	844	28 Jan 2025	Direct	F3
transaction	NSC	Common Stock	Tax liability	$27,094	-106	-13%	$255.60	738	28 Jan 2025	Direct
holding	NSC	Common Stock						126	26 Jan 2025	By 401(k) Plan	F4

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		-520	-11%		4,429	26 Jan 2025	Common Stock	520		Direct	F1
transaction	NSC	Restricted Stock Units	Options Exercise		-515	-12%		3,914	27 Jan 2025	Common Stock	515		Direct	F2
transaction	NSC	Restricted Stock Units	Options Exercise		-249	-6.4%		3,665	28 Jan 2025	Common Stock	249		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.
F4	Represents the approximate number of shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of January 30, 2025, 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.