Zampi Jason Andrew 4
4 · NORFOLK SOUTHERN CORP · Filed Jan 28, 2026
Research Summary
AI-generated summary of this filing
Norfolk Southern (NSC) CFO Jason Zampi Receives RSU Installment
What Happened
Jason Andrew Zampi, EVP & Chief Financial Officer of Norfolk Southern Corporation, received two vested installments of restricted stock units (RSUs) that were settled into common shares. On Jan 26, 2026 he received 247 shares (from a 1/26/2023 grant) and on Jan 27, 2026 he received 220 shares (from a 1/27/2022 grant) — a total of 467 shares acquired at $0. To satisfy tax withholding, 68 shares were withheld on Jan 26 at $288.31 each (value $19,605) and 60 shares were withheld on Jan 27 at $289.90 each (value $17,394), totaling $36,999 in withheld shares. These are vesting settlements and tax withholdings, not open-market purchases or sales for investment purposes.
Key Details
- Transaction dates and amounts:
- Jan 26, 2026: 247 RSUs vested → 247 shares acquired at $0; 68 shares withheld for taxes at $288.31 ($19,605).
- Jan 27, 2026: 220 RSUs vested → 220 shares acquired at $0; 60 shares withheld for taxes at $289.90 ($17,394).
- Total shares received: 467; total value of shares withheld for taxes: $36,999.
- Footnotes: F1 and F2 confirm these were installments of RSU grants (exempt under Section 16(b)) from grants dated 1/26/2023 and 1/27/2022, respectively. The derivative-line items (M with N/A) reflect conversion/settlement of those RSUs to common stock.
- Filing timeliness: Form 4 was filed Jan 28, 2026 for transactions on Jan 26–27, 2026 — no late filing indicated in the provided data.
- Shares owned after the transactions: Not stated in the supplied filing details.
Context
These transactions reflect routine RSU vesting and tax-withholding (code F) rather than a discretionary market sale or purchase. The M-code entries denote conversion/settlement of the RSUs into common stock; the F-code disposals are shares withheld to satisfy tax liabilities. For retail investors, RSU vesting is not a bullish or bearish signal by itself — the withheld shares to cover taxes are common and administrative in nature.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-01-26+247→ 3,272 total - Tax Payment
Common Stock
2026-01-26$288.31/sh−68$19,605→ 3,204 total - Exercise/Conversion
Common Stock
[F2]2026-01-27+220→ 3,424 total - Tax Payment
Common Stock
2026-01-27$289.90/sh−60$17,394→ 3,364 total - Exercise/Conversion
Restricted Stock Units
[F1]2026-01-26−247→ 3,698 total→ Common Stock (247 underlying) - Exercise/Conversion
Restricted Stock Units
[F2]2026-01-27−220→ 3,478 total→ Common Stock (220 underlying)
Footnotes (2)
- [F1]Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 26, 2023, 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 ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the third of four installments.
- [F2]Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 2022, 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 ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the fourth of four installments.