Norfolk Southern (NSC) CFO logs new RSU award and tax-withheld shares

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Norfolk Southern Corporation EVP & CFO Jason Andrew Zampi reported equity compensation activity and related tax-withholding on January 30, 2026. He acquired Common Stock through the vesting of previously granted restricted stock units, including 673, 252, 135 and 15 shares at an exercise price of $0.0000 per share.

To cover taxes, shares of Common Stock were withheld under transaction code F, with examples including 5, 37, 69 and 183 shares at $289.235 per share. Following these transactions, he directly held 4,145 shares of Common Stock. He also received a new award of 4,149 restricted stock units, each economically equivalent to one share of Common Stock, which will settle in stock and vest ratably in three annual installments beginning one year after the January 30, 2026 grant date.

Insider Trade Summary

1,075 shares exercised/converted

Mixed 13 txns

Insider Zampi Jason Andrew

Role EVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	4,149	$0.00	--
Exercise	Restricted Stock Units	15	$0.00	--
Exercise	Restricted Stock Units	135	$0.00	--
Exercise	Restricted Stock Units	252	$0.00	--
Exercise	Restricted Stock Units	673	$0.00	--
Exercise	Common Stock	673	$0.00	--
Exercise	Common Stock	252	$0.00	--
Exercise	Common Stock	135	$0.00	--
Exercise	Common Stock	15	$0.00	--
Tax Withholding	Common Stock	5	$289.235	$1K
Tax Withholding	Common Stock	37	$289.235	$11K
Tax Withholding	Common Stock	69	$289.235	$20K
Tax Withholding	Common Stock	183	$289.235	$53K

Holdings After Transaction: Restricted Stock Units — 7,627 shares (Direct); Common Stock — 4,037 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 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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 05:08 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)
01/30/2026

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	01/30/2026		M		673	A	$0.0000⁽¹⁾	4,037	D
Common Stock	01/30/2026		M		252	A	$0.0000⁽²⁾	4,289	D
Common Stock	01/30/2026		M		135	A	$0.0000⁽³⁾	4,424	D
Common Stock	01/30/2026		M		15	A	$0.0000⁽³⁾	4,439	D
Common Stock	01/30/2026		F		5	D	$289.235	4,434	D
Common Stock	01/30/2026		F		37	D	$289.235	4,397	D
Common Stock	01/30/2026		F		69	D	$289.235	4,328	D
Common Stock	01/30/2026		F		183	D	$289.235	4,145	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	⁽⁴⁾	01/30/2026		A⁽⁴⁾		4,149⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	4,149	⁽⁴⁾	7,627	D
Restricted Stock Units	⁽³⁾	01/30/2026		M⁽³⁾			15	⁽³⁾	⁽³⁾	Common Stock	15	⁽³⁾	7,612	D
Restricted Stock Units	⁽³⁾	01/30/2026		M⁽³⁾			135	⁽³⁾	⁽³⁾	Common Stock	135	⁽³⁾	7,477	D
Restricted Stock Units	⁽²⁾	01/30/2026		M⁽²⁾			252	⁽²⁾	⁽²⁾	Common Stock	252	⁽²⁾	7,225	D
Restricted Stock Units	⁽¹⁾	01/30/2026		M⁽¹⁾			673	⁽¹⁾	⁽¹⁾	Common Stock	673	⁽¹⁾	6,552	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 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.

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 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.

3. 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.

4. 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.

	J. Jeremy Ballard via P.O.A. for Jason A. Zampi	02/03/2026
	** 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

What insider activity did Norfolk Southern (NSC) report for Jason Andrew Zampi?

Norfolk Southern EVP & CFO Jason Andrew Zampi reported the vesting of multiple restricted stock unit grants and related share withholding for taxes on January 30, 2026, along with receiving a new long-term incentive award of 4,149 restricted stock units that will settle in Common Stock.

How many Norfolk Southern (NSC) restricted stock units were newly granted to the CFO?

On January 30, 2026, Jason Andrew Zampi received 4,149 restricted stock units under Norfolk Southern’s Long-Term Incentive Plan. Each unit is economically equivalent to one share of Common Stock and will be settled in shares, vesting ratably over three years beginning one year after the grant date.

What vesting schedules apply to Norfolk Southern (NSC) CFO’s restricted stock units?

Restricted stock units granted in 2024 and 2025 vest in annual installments over four and three years, respectively, starting one year after grant. The 2026 grant of 4,149 units will also vest ratably in three annual installments, with each unit ultimately settled in Norfolk Southern Common Stock.

Why were some Norfolk Southern (NSC) shares reported with transaction code F?

Transactions coded F reflect shares of Norfolk Southern Common Stock withheld to satisfy tax obligations upon vesting of restricted stock units. On January 30, 2026, examples include 5, 37, 69 and 183 shares withheld at a price of $289.235 per share, rather than open-market discretionary sales.

How many Norfolk Southern (NSC) Common Shares does the CFO hold after these transactions?

After the January 30, 2026 Form 4 transactions, Jason Andrew Zampi directly held 4,145 shares of Norfolk Southern Common Stock. In addition, he beneficially owned thousands of restricted stock units that are economically equivalent to shares and will be settled in Common Stock as they vest over time.

What is the economic nature of Norfolk Southern (NSC) restricted stock units held by the CFO?

Each Norfolk Southern restricted stock unit reported is the economic equivalent of one share of Common Stock. The units are granted under the Long-Term Incentive Plan and ultimately settle in actual shares as they vest, providing stock-based compensation aligned with the company’s equity performance.