SEC Form 3 · accession 0001225208-26-005890
NORFOLK SOUTHERN CORP · NSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Barr
Officer — Chief Operating Officer
Period of report
Jun 1, 2026
Accepted (ET)
Jun 9, 2026 · 2:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000702165
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 818 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy, granted 2025)F2 | $257.26 | holding | — | — | — | Jan 30, 2028 | Jan 29, 2035 | Common Stock | 286 | — | D |
| Restricted Stock UnitsF4,F3 | — | holding | — | — | — | Jan 30, 2027 | Jan 30, 2028 | Common Stock | 818 | — | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | Jan 30, 2027 | Jan 30, 2029 | Common Stock | 823 | — | D |
| Restricted Stock UnitsF4,F3 | — | holding | — | — | — | Oct 24, 2026 | Oct 24, 2027 | Common Stock | 1,307 | — | D |
Explanation of responses
- F1On 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.
- F2Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Incentive Plan.
- F3These Units will vest ratably in two annual installments.
- F4Reports 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.
- F5These Units will vest ratably in three annual installments.
Remarks
barrpoa060126.txt