John F. Orr - Apr 26, 2025 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Operating Officer
Signature: J. Jeremy Ballard via P.O.A. for John F. Orr
Stock symbol: NSC
Transactions as of: Apr 26, 2025
Transactions value $: -$855,461
Form type: 4
Date filed: 4/29/2025, 09:30 AM
Previous filing: Feb 3, 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	+9.02K		$0.00	9.02K	Apr 26, 2025	Direct	F1
transaction	NSC	Common Stock	Tax liability	-$855K	-3.83K	-42.4%	$223.65	5.2K	Apr 26, 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		-9.02K	-29.89%		21.2K	Apr 26, 2025	Common Stock	9.02K		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 April 26, 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. This distribution represents the first settlement of 702 shares out of four installments and the first settlement of 8,319 shares out of three installments.

Content

Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on April 26, 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. This distribution represents the first settlement of 702 shares out of four installments and the first settlement of 8,319 shares out of three installments.