Form 4: Norfolk Southern CFO Zampi Reports Stock Transactions

Norfolk Southern's EVP & CFO, Jason Andrew Zampi, reported the settlement of Restricted Stock Units and related tax withholding transactions.

Summary

• Jason Andrew Zampi, Executive Vice President and Chief Financial Officer of Norfolk Southern Corp (NSC), reported transactions involving company stock.
• On October 24, 2025, 150 shares of Common Stock were acquired upon the settlement of previously granted Restricted Stock Units (RSUs).
• Concurrently, 42 shares of Common Stock were disposed of at a price of $282.50 per share to cover tax obligations related to the RSU settlement.
• The Restricted Stock Units were originally granted on October 24, 2024, under the Norfolk Southern Corporation Long-Term Incentive Plan.
• This settlement represents the first of four planned installments for these specific RSUs.
• Following these transactions, Zampi directly owns 3,025 shares of Common Stock and 3,945 Restricted Stock Units.

Sentiment

Score: 7

Explanation: This is a routine executive compensation event involving RSU vesting and subsequent tax-related share disposition. It indicates continued alignment of executive interests with the company's performance.

Positives

• Settlement of 150 Restricted Stock Units indicates the vesting of long-term incentives for the EVP & CFO, aligning executive interests with shareholder value.
• The RSU grant is part of the company's Long-Term Incentive Plan, demonstrating a structured approach to executive compensation.

Negatives

• Disposition of 42 shares of Common Stock for tax withholding purposes resulted in a reduction of direct share ownership.

Risks

• NA

Future Outlook

The reported Restricted Stock Units are part of a four-installment settlement plan, indicating future vesting events for the remaining installments.

Management Comments

• NA

Industry Context

This transaction reflects standard executive compensation practices within the railroad and transportation industry, where long-term incentive plans often include Restricted Stock Units to align management interests with shareholder performance.

Comparison to Industry Standards

• The use of Restricted Stock Units as a component of executive compensation, with a portion settled for tax withholding, is a common practice across publicly traded companies, including those in the transportation sector. This aligns with typical corporate governance and incentive structures seen in peers like Union Pacific (UNP) or CSX Corporation (CSX).

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: Minor, routine dilution from RSU settlement, which is part of established compensation plans and generally anticipated.
• Executive (Jason Andrew Zampi): Realization of long-term incentive compensation and a net increase in direct ownership of company stock after tax withholding, reinforcing alignment with company performance.

Next Steps

• Future settlements of the remaining three installments of the Restricted Stock Units granted on October 24, 2024.

Key Dates

Recommendation

This Form 4 reports a routine executive compensation event involving the vesting of Restricted Stock Units and subsequent share disposition for tax purposes. It does not present new information that would fundamentally alter the investment thesis for Norfolk Southern Corp, thus a 'hold' recommendation is appropriate.

Keywords

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