Form 4: Norfolk Southern CFO Zampi Exercises RSUs

Norfolk Southern's EVP & CFO, Jason Andrew Zampi, acquired common stock through RSU vesting and sold shares for tax obligations in late January 2026.

Summary

• Jason Andrew Zampi, Executive Vice President & Chief Financial Officer of Norfolk Southern Corp (NSC), reported transactions on January 26 and January 27, 2026.
• On January 26, 2026, Zampi acquired 247 shares of Common Stock through the vesting of Restricted Stock Units (RSUs) that were granted on January 26, 2023. This transaction represents the third of four annual installments for that specific grant.
• Concurrently, 68 shares of Common Stock were disposed of at a price of $288.3125 per share to cover tax obligations related to the RSU vesting.
• On January 27, 2026, Zampi acquired 220 shares of Common Stock from the vesting of RSUs granted on January 27, 2022. This was the fourth and final installment of that particular grant.
• An additional 60 shares of Common Stock were disposed of at $289.905 per share for tax withholding purposes.
• Following these reported transactions, Zampi directly beneficially owns 3,364 shares of Common Stock and 3,478 Restricted Stock Units.

Sentiment

Score: 7

Explanation: The filing reports routine executive compensation transactions, including RSU vesting and tax-related share sales. This indicates the normal course of business and continued alignment of executive interests with shareholder value through equity ownership, which is generally a positive signal.

Positives

• The vesting of Restricted Stock Units (RSUs) demonstrates the execution of long-term incentive plans, aligning executive interests with shareholder value creation.
• The acquisition of common stock through RSU vesting increases the executive's direct equity stake in Norfolk Southern, reinforcing commitment to the company's performance.

Negatives

• The disposal of 128 shares (68 shares on 01/26/2026 and 60 shares on 01/27/2026) of common stock, totaling approximately $36,900, reduces the executive's direct ownership, although these sales were for tax purposes.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

Form 4 filings are routine disclosures for executives of publicly traded companies, reporting changes in their beneficial ownership of company securities. These transactions, involving RSU vesting and subsequent tax-related sales, are common occurrences within executive compensation structures across various industries.

Stakeholder Impact

• Shareholders: The transactions demonstrate the ongoing execution of executive compensation plans, which are designed to align management's interests with long-term shareholder value. The executive's continued significant equity ownership reinforces this alignment.

Next Steps

• One remaining installment for the Restricted Stock Units granted on January 26, 2023, is expected to vest in January 2027.

Key Dates

Recommendation

The filing details routine, pre-scheduled transactions related to executive compensation (RSU vesting and tax-related sales). These transactions do not indicate a change in the company's fundamental outlook or the executive's long-term commitment, thus a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Norfolk Southern, NSC, Form 4, Insider Transaction, RSU, Restricted Stock Units, Executive Compensation, Jason Zampi, CFO