Alan H. Shaw - Jan 26, 2023 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: President & CEO, Director
Signature: Denise W. Hutson via P.O.A. for Alan H. Shaw
Stock symbol: NSC
Transactions as of: Jan 26, 2023
Transactions value $: -$268,544
Form type: 4
Date filed: 1/30/2023, 03:16 PM
Previous filing: Dec 13, 2022
Next filing: Jan 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Award	$0	+4.02K	+13.39%	$0.00	34.1K	Jan 26, 2023	Direct	F1
transaction	NSC	Common Stock	Tax liability	-$269K	-1.12K	-3.28%	$240.42	33K	Jan 26, 2023	Direct
holding	NSC	Common Stock						1.82K	Jan 26, 2023	By 401(k) Plan	F2

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	Option (right to buy, granted 2023)	Award		+32.2K			32.2K	Jan 26, 2023	Common Stock	32.2K	$240.42	Direct	F3
transaction	NSC	Restricted Stock Units	Award		+6.24K	+54.75%		17.6K	Jan 26, 2023	Common Stock	6.24K		Direct	F4

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

Explanation of Responses:

Id	Content
F1	Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive plan (a Rule 16b-3 plan).
F2	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 26 2023, 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.
F3	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.
F4	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.