Sec Form 4 Filing - Shaw Alan H. @ NORFOLK SOUTHERN CORP - 2024-09-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shaw Alan H. 2. Issuer Name and Ticker or Trading Symbol NORFOLK SOUTHERN CORP [ NSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former CEO / Director (Last) (First) (Middle) 650 W PEACHTREE ST NW 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2024 (Street) ATLANTA, GA30308 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/13/2024 M( 1 ) 20,210 A $ 70.32 55,255 D Common Stock 09/13/2024 M( 1 ) 13,220 A $ 120.25 68,475 D Common Stock 09/13/2024 M( 1 ) 8,055 A $ 241.18 76,530 D Common Stock 09/13/2024 M( 1 ) 3,480 A $ 149.58 80,010 D Common Stock 09/13/2024 M( 1 ) 3,400 A $ 165.79 83,410 D Common Stock 09/13/2024 M( 1 ) 2,960 A $ 214.5 86,370 D Common Stock 09/13/2024 S 51,325 D $ 255.9825 35,045 D Common Stock 1,849.0512 I By 401(k) Plan ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy, granted 2016) $ 70.32 09/13/2024 M( 1 ) 20,210 ( 1 ) 01/28/2020 01/27/2026 Common Stock 20,210 $ 255.9825 ( 1 ) 0 D Option (right to buy, granted 2017) $ 120.25 09/13/2024 M( 1 ) 13,220 ( 1 ) 01/26/2021 01/25/2027 Common Stock 13,220 $ 255.9825 ( 1 ) 0 D Option (right to buy, granted 2018) $ 149.58 09/13/2024 M( 1 ) 3,480 ( 1 ) 01/25/2022 01/24/2028 Common Stock 3,480 $ 255.9825 ( 1 ) 0 D Option (right to buy, granted 2019) $ 165.79 09/13/2024 M( 1 ) 3,400 ( 1 ) 01/28/2023 01/27/2029 Common Stock 3,400 $ 255.925 ( 1 ) 0 D Option (right to buy, granted 2020) $ 214.5 09/13/2024 M( 1 ) 2,960 ( 1 ) 01/30/2024 01/30/2030 Common Stock 2,960 $ 255.9825 ( 1 ) 0 D Option (right to buy, granted 2023) $ 241.18 09/13/2024 M( 1 ) 8,055 01/26/2024 01/24/2033 Common Stock 8,055 $ 255.9825 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shaw Alan H. 650 W PEACHTREE ST NW ATLANTA, GA30308 Former CEO / Director Signatures Joseph C. Wolfe via P.O.A. for Alan H. Shaw 09/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a rule 16b-3 plan). ( 2 )Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of September 13, 2024, 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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