Form 4: Norfolk Southern CFO Zampi's RSU Vesting & New Grant

Norfolk Southern's EVP & CFO, Jason Andrew Zampi, reported the vesting of Restricted Stock Units, a new RSU grant, and shares withheld for tax purposes, all effective January 30, 2026.

Summary

• Jason Andrew Zampi, EVP & CFO of Norfolk Southern Corp (NSC), reported transactions related to his beneficial ownership of company securities.
• On January 30, 2026, Zampi acquired a total of 1,075 shares of Common Stock through the vesting and settlement of Restricted Stock Units (RSUs) from grants made in 2025 (673 shares), 2024 (252 shares), and October 2024 (150 shares).
• Concurrently, 294 shares of Common Stock were disposed of at a price of $289.235 per share to cover tax liabilities associated with the RSU vesting.
• Following these transactions, Zampi's direct beneficial ownership of Common Stock is 4,145 shares.
• Additionally, Zampi was granted 4,149 new Restricted Stock Units on January 30, 2026, under the Norfolk Southern Corporation Long-Term Incentive Plan. These new RSUs will vest ratably in three annual installments starting one year from the grant date.
• His beneficial ownership of derivative securities (RSUs) after these transactions is 7,627 units.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing routine executive compensation activities including RSU vesting, tax-related share dispositions, and a new RSU grant, which are standard practices and do not indicate any significant operational or financial changes for the company.

Positives

• The EVP & CFO received a new grant of 4,149 Restricted Stock Units, indicating continued long-term incentive alignment with the company's performance.
• The vesting of previously granted RSUs represents a routine and expected component of executive compensation, converting deferred equity into common stock.

Negatives

• A total of 294 shares of Common Stock were disposed of at $289.235 per share to satisfy tax obligations, which is a reduction in direct share ownership.

Future Outlook

The filing indicates a continued commitment to long-term incentive plans for executive compensation, with new RSU grants vesting over future periods, aligning management's interests with long-term shareholder value.

Industry Context

StockSavvy.ai notes that the use of Restricted Stock Units (RSUs) as a significant component of executive compensation is a common practice across the transportation and logistics industry, including major railroad operators. This structure aims to align executive incentives with long-term company performance and shareholder interests by tying a portion of compensation to future stock price appreciation and continued service.

Comparison to Industry Standards

• The structure of RSU grants with multi-year vesting schedules is a standard practice in executive compensation across large-cap companies, particularly within the railroad and broader industrial sectors.
• Companies like Union Pacific (UNP) and CSX Corporation (CSX), direct competitors to Norfolk Southern, also heavily utilize equity-based compensation, including RSUs, for their executives to promote retention and performance alignment.
• The disposition of shares to cover tax liabilities upon vesting is a routine and expected event, consistent with how equity compensation is handled across virtually all publicly traded companies globally.

Stakeholder Impact

• Shareholders: The grant of new RSUs aligns executive incentives with long-term shareholder value. The disposition of shares for tax purposes is a minor, routine event with negligible impact on overall share float.
• Employees: The filing pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's compensation philosophy.

Next Steps

• The newly granted 4,149 Restricted Stock Units will vest ratably in three annual installments, beginning on January 30, 2027 (the first anniversary of the grant date).
• Future installments of previously granted RSUs will continue to vest according to their respective schedules.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the vesting of Restricted Stock Units, shares withheld for tax obligations, and a new RSU grant. These transactions are standard practice and do not provide new information that would alter the fundamental investment thesis for Norfolk Southern Corp. Therefore, a 'hold' recommendation is appropriate as this filing does not present a catalyst for significant price movement or a change in company outlook.

Keywords

Norfolk Southern Corp, NSC, Jason Andrew Zampi, Form 4, SEC filing, insider transaction, Restricted Stock Units, RSU, executive compensation, stock vesting, share grant, tax withholding, beneficial ownership