Zampi Jason Andrew 4
4 · NORFOLK SOUTHERN CORP · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Norfolk Southern (NSC) CFO Jason Zampi Receives RSUs, Sells Shares
What Happened
- Jason Andrew Zampi, EVP & Chief Financial Officer of Norfolk Southern (NSC), received a new grant of 4,149 restricted stock units (RSUs) and had multiple RSU installments convert to common shares on January 30, 2026. He converted/received 1,075 vested shares (exercised/converted at $0.00), and 294 of those shares were withheld/surrendered to cover tax liabilities, generating approximately $85,035 in tax withholding proceeds. The withheld lots: 5 shares ($1,446), 37 shares ($10,702), 69 shares ($19,957), and 183 shares ($52,930).
Key Details
- Transaction date: January 30, 2026; Form 4 filed February 3, 2026 (timely within required filing window).
- Conversion / acquisition: 1,075 shares acquired via exercise/conversion (price reported $0.00).
- Shares withheld for taxes (disposed): 294 shares at $289.24 per share, total ~$85,035.
- New grant: 4,149 RSUs credited on Jan 30, 2026 (will settle in common stock and vest ratably over three years — see footnote).
- Net immediate common stock increase (from these vested installments): +781 shares (1,075 acquired − 294 withheld).
- Filing does not state total shares owned after the transactions in the excerpt provided.
Context
- These transactions are routine compensation events: RSU vesting/conversion and "sell-to-cover" (shares withheld to satisfy tax withholding). The exercise/conversion entries reflect derivative-to-stock settlement rather than a market buy or investment by the insider.
- Footnotes clarify these RSUs come from Norfolk Southern’s Long-Term Incentive Plan, representing installment distributions of prior grants (2024–2026) and a new 2026 grant that vests over future years. These actions are standard compensation-related disclosures and do not necessarily indicate the insider’s view on the stock.
Insider Transaction Report
Form 4
Zampi Jason Andrew
EVP & CFO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-01-30+673→ 4,037 total - Exercise/Conversion
Common Stock
[F2]2026-01-30+252→ 4,289 total - Exercise/Conversion
Common Stock
[F3]2026-01-30+135→ 4,424 total - Exercise/Conversion
Common Stock
[F3]2026-01-30+15→ 4,439 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−5$1,446→ 4,434 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−37$10,702→ 4,397 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−69$19,957→ 4,328 total - Tax Payment
Common Stock
2026-01-30$289.24/sh−183$52,930→ 4,145 total - Award
Restricted Stock Units
[F4]2026-01-30+4,149→ 7,627 total→ Common Stock (4,149 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-01-30−15→ 7,612 total→ Common Stock (15 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-01-30−135→ 7,477 total→ Common Stock (135 underlying) - Exercise/Conversion
Restricted Stock Units
[F2]2026-01-30−252→ 7,225 total→ Common Stock (252 underlying) - Exercise/Conversion
Restricted Stock Units
[F1]2026-01-30−673→ 6,552 total→ Common Stock (673 underlying)
Footnotes (4)
- [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 30, 2025, 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 three annual installments beginning on the first anniversary of the grant date. This distribution represents the first of three 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 30, 2024, 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 second of four installments.
- [F3]Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on October 24, 2024, 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. This distribution represents the second of four installments.
- [F4]Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2026, 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 three annual installments beginning on the first anniversary of the grant date.
Signature
J. Jeremy Ballard via P.O.A. for Jason A. Zampi|2026-02-03