06/09/2026 | Press release | Distributed by Public on 06/09/2026 12:16
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Option (right to buy, granted 2025)(2) | 01/30/2028 | 01/29/2035 | Common Stock | 286 | $257.26 | D | |
| Restricted Stock Units | 01/30/2027 | 01/30/2028 | Common Stock | 818(3) | (4) | D | |
| Restricted Stock Units | 01/30/2027 | 01/30/2029 | Common Stock | 823(5) | (4) | D | |
| Restricted Stock Units | 10/24/2026 | 10/24/2027 | Common Stock | 1,307(3) | (4) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Barr Brian 650 W PEACHTREE ST NW ATLANTA, GA 30308 |
Chief Operating Officer | |||
| J. Jeremy Ballard via P.O.A. for Brian Barr | 06/09/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | On June 1, 2026, the Corporation's Board of Directors elected the reporting person to his current position and designated him an "Executive Officer" for purposes of Section 16. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of his designation. |
| (2) | Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Incentive Plan. |
| (3) | These Units will vest ratably in two annual installments. |
| (4) | Reports the total number of Restricted Stock Units granted to the reporting person 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 will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock. |
| (5) | These Units will vest ratably in three annual installments. |
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Remarks: barrpoa060126.txt |
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