Mark R. George - Jan 30, 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
Stock symbol
NSC
Transactions as of
Jan 30, 2025
Transactions value $
-$239,509
Form type
4
Date filed
2/3/2025, 07:52 PM
Previous filing
Jan 30, 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 Award $0 +1.64K +10.9% $0.00 16.7K Jan 30, 2025 Direct F1
transaction NSC Common Stock Options Exercise $0 +712 +4.27% $0.00 17.4K Jan 30, 2025 Direct F2
transaction NSC Common Stock Tax liability -$72K -280 -1.61% $257.26 17.1K Jan 30, 2025 Direct
transaction NSC Common Stock Tax liability -$167K -651 -3.81% $257.26 16.5K Jan 30, 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 Option (right to buy, granted 2025) Award +26.3K 26.3K Jan 30, 2025 Common Stock 26.3K $257.26 Direct F3
transaction NSC Restricted Stock Units Award +8.94K +183.38% 13.8K Jan 30, 2025 Common Stock 8.94K Direct F4
transaction NSC Restricted Stock Units Options Exercise -712 -5.15% 13.1K Jan 30, 2025 Common Stock 712 Direct F2
* 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 Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2024, 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.
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).
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 30, 2025, 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 three annual installments beginning on the first anniversary of the grant date.