What did Norfolk Southern (NSC) disclose about CFO Jason Zampi’s recent share transactions?

Norfolk Southern reported that EVP & CFO Jason A. Zampi received common shares from vesting restricted stock units on January 26 and 27, 2026, with a portion of those shares withheld to cover tax obligations, reflecting routine long-term incentive plan activity.

Norfolk Southern (NSC) CFO receives RSU shares, covers taxes with stock

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Norfolk Southern EVP & CFO Jason A. Zampi reported routine equity compensation activity. On January 26, 2026, 247 shares of common stock were issued at $0.0000 upon vesting of restricted stock units, with 68 shares withheld at $288.3125 per share for taxes, leaving 3,204 common shares directly held.

On January 27, 2026, 220 additional shares were issued at $0.0000 from another restricted stock unit grant, with 60 shares withheld at $289.905 per share for taxes, resulting in 3,364 common shares directly owned. Following these transactions, Zampi also held 3,698 and 3,478 restricted stock units from the 2023 and 2022 long‑term incentive grants, respectively.

Insider Trade Summary

467 shares exercised/converted

Mixed 6 txns

Insider Zampi Jason Andrew

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	220	$0.00	--
Exercise	Common Stock	220	$0.00	--
Tax Withholding	Common Stock	60	$289.905	$17K
Exercise	Restricted Stock Units	247	$0.00	--
Exercise	Common Stock	247	$0.00	--
Tax Withholding	Common Stock	68	$288.3125	$20K

Holdings After Transaction: Restricted Stock Units — 3,478 shares (Direct); Common Stock — 3,424 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

01/28/2026 - 06:38 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zampi Jason Andrew

(Last)

(First)

(Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2026		M		247	A	$0.0000⁽¹⁾	3,272	D
Common Stock	01/26/2026		F		68	D	$288.3125	3,204	D
Common Stock	01/27/2026		M		220	A	$0.0000⁽²⁾	3,424	D
Common Stock	01/27/2026		F		60	D	$289.905	3,364	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/26/2026		M⁽¹⁾			247	⁽¹⁾	⁽¹⁾	Common Stock	247	⁽¹⁾	3,698	D
Restricted Stock Units	⁽²⁾	01/27/2026		M⁽²⁾			220	⁽²⁾	⁽²⁾	Common Stock	220	⁽²⁾	3,478	D

Explanation of Responses:

1. 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.

2. 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.

	J. Jeremy Ballard via P.O.A. for Jason A. Zampi	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many Norfolk Southern (NSC) shares did the CFO receive from RSU vesting?

Jason A. Zampi received 247 common shares on January 26, 2026, and 220 common shares on January 27, 2026, as restricted stock units vested under Norfolk Southern’s Long-Term Incentive Plan and were settled in shares of common stock at no cash exercise price.

How were taxes handled on Norfolk Southern (NSC) CFO’s vested RSU shares?

To cover tax obligations, 68 common shares were withheld at a price of $288.3125 per share on January 26, 2026, and 60 shares were withheld at $289.905 per share on January 27, 2026, rather than the CFO paying taxes in cash.

How many Norfolk Southern (NSC) common shares does the CFO hold after these transactions?

After the January 26 and 27, 2026 transactions, EVP & CFO Jason A. Zampi directly held 3,204 common shares following the first day’s activity and 3,364 common shares following the second day’s vesting and tax-withholding transactions reported in the filing.

What long-term incentive grants are mentioned for Norfolk Southern (NSC) CFO Jason Zampi?

The filing describes restricted stock units granted on January 26, 2023 and January 27, 2022 under Norfolk Southern’s Long-Term Incentive Plan. Each unit equals one share of common stock and vests in four annual installments starting one year after the respective grant dates.

How many restricted stock units does the Norfolk Southern (NSC) CFO hold after these events?

Following the January 26, 2026 vesting, Jason A. Zampi held 3,698 restricted stock units from the January 26, 2023 grant. After the January 27, 2026 vesting, he held 3,478 restricted stock units from the January 27, 2022 grant, both scheduled to settle in common stock.