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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/20/24 |
| Issuer: |
| Issuer CIK: 702165 |
| Issuer Name: NORFOLK SOUTHERN CORP |
| Issuer Trading Symbol: NSC |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1202532 |
| | Owner Name: THOMPSON JOHN R |
| Reporting Owner Address: |
| | Owner Street 1: 650 W PEACHTREE ST NW |
| | Owner Street 2: |
| | Owner City: ATLANTA |
| | Owner State: GA |
| | Owner ZIP Code: 30308 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,164.9388 |
| Footnote ID: F1 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/20/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 72.5783 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 254.5450 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 72.5783 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 13,757.3582 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Includes 164.9388 shares of Common Stock acquired by the reporting person as a result of participating in a dividend reinvestment plan. |
| Footnote - F2: Reports the number of restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted stock units held under the plan, calculated on the basis of the market value of the corporation's common stock on the dividend payment date. These units ultimately will be satisfied in common stock. |
| Owner Signature: |
| Signature Name: Denise W. Hutson via P.O.A. for John R. Thompson |
| Signature Date: 2/22/24 |
