Alan H. Shaw - Jul 28, 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: Jul 28, 2023
Transactions value $: -$67,570
Form type: 4
Date filed: 8/1/2023, 09:31 AM
Previous filing: Jun 2, 2023
Next filing: Aug 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Options Exercise	$0	+667	+2.18%	$0.00	31.3K	Jul 28, 2023	Direct	F1
transaction	NSC	Common Stock	Tax liability	-$67.6K	-286	-0.91%	$236.26	31K	Jul 28, 2023	Direct
holding	NSC	Common Stock						1.84K	Jul 28, 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	Restricted Stock Units	Options Exercise		-667	-4.6%		13.8K	Jul 28, 2023	Common Stock	667		Direct	F1

* 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 July 28, 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 first of four installments.
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 July 28, 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.

Content

Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on July 28, 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 first of four installments.

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 July 28, 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.