Zampi Jason Andrew 4

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.