Zampi Jason Andrew 4

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.