Norfolk Southern SEC Filings

Norfolk Southern sent a shareholder communication under Rule 425 announcing a special meeting on November 14, 2025 to vote on its proposed merger with Union Pacific, along with related compensation and adjournment proposals. The company urges a vote FOR these items, citing the combined company’s potential to grow volumes over time and the need to retain senior management during a lengthy regulatory approval process.

The message links to the definitive joint proxy statement/prospectus and includes standard “no offer or solicitation” and forward‑looking statements disclosures. It notes that Union Pacific’s Form S‑4 registration statement was declared effective on September 30, 2025, and that the final prospectus and Norfolk Southern’s definitive proxy were filed on October 1, 2025.

Norfolk Southern Corporation (NSC) reported insider activity by its EVP & CFO, Jason A. Zampi. On 10/24/2025, he settled 150 restricted stock units into common stock (code M) and had 42 shares withheld (code F) at $282.50 per share to cover taxes.

Following these transactions, he directly owned 3,025 shares of common stock and held 3,945 RSUs as derivative securities. The RSUs were originally granted on 10/24/2024 under the company’s Long-Term Incentive Plan, and this distribution is described as the first of four installments.

Norfolk Southern (NSC) executive Anil Bhatt (EVP & CIDO) filed a Form 4 for transactions on 10/24/2025. Two restricted stock unit settlements converted into common stock: 3,259 shares and 220 shares (both at $0), reflecting distributions under the company’s Long-Term Incentive Plan tied to October 24, 2024 grants. To cover taxes, the filing shows share withholdings of 60 and 1,106 shares at $282.5 per share. Following these transactions, Bhatt directly owns 2,313 shares.

Norfolk Southern (NSC) reported third‑quarter 2025 results and detailed its pending merger with Union Pacific. Revenue was $3,103 million, net income was $711 million, and diluted EPS was $3.16. The railway operating ratio was 64.6% (adjusted 63.3%). Year to date, revenue reached $9,206 million with net income of $2,229 million, supported by stronger automotive and chemicals traffic and improved productivity.

On July 28, 2025, NSC agreed to be acquired by Union Pacific in a stock‑and‑cash deal: each NSC share will be converted into one Union Pacific common share and $88.82 in cash, subject to shareholder approvals and Surface Transportation Board approval. A $2.5 billion termination fee may apply under specified circumstances. NSC recorded $15 million of merger‑related expenses in the quarter and suspended buybacks under the agreement after repurchasing 2.2 million shares for $533 million year to date.

Cash from operations was $3,298 million for the first nine months. The company issued $400 million of 5.10% senior notes due 2035. Eastern Ohio Incident accruals were $703 million gross and $654 million net of recoveries at September 30, 2025; cumulative insurance recoveries recognized total about $1.1 billion, and liability coverage for the incident was exhausted by June 30, 2025. Shares outstanding were 224,386,617 as of September 30, 2025.

Norfolk Southern Corporation furnished a press release and unaudited Quarterly Financial Data for Q3 2025. The materials were provided as exhibits and made available on the company’s website.

The information is expressly stated as furnished and shall not be deemed filed under Section 18 of the Exchange Act or incorporated by reference unless specifically referenced. This is an administrative disclosure accompanying the company’s third‑quarter results announcement.

John C. Huffard Jr., a director of Norfolk Southern Corporation (NSC), had 176.4256 deferred stock units credited to his account under the company's Directors' Deferred Fee Plan on 09/30/2025. The units reflect a deemed reinvestment of dividends and were calculated using the closing market value per share of $300.41 on the dividend payment date. After this crediting the reporting person beneficially owns 2,549.4526 shares (direct). These deferred stock units will be paid in cash — not common stock — upon retirement or at another time elected under the plan. The Form 4 was signed by a power of attorney on 10/07/2025.

Norfolk Southern Corporation director Richard H. Anderson received 183.0831 deferred stock units on 09/30/2025 under the Directors' Deferred Fee Plan as a deemed reinvestment of dividends. The filing shows those units were recorded at a closing common-stock value of $300.41 per share for calculation purposes. After the transaction the reporting person beneficially owns 1,030.5634 common shares (direct). The deferred stock units are payable in cash, not shares, upon retirement or another election under the plan; they represent a deferred compensation credit tied to the company's share price rather than an immediate equity issuance.

Narrative summary This joint proxy statement/prospectus describes the proposed merger between Norfolk Southern and Union Pacific, including a Form S-4 prospectus for shares of Union Pacific to be issued to Norfolk Southern shareholders. The announced per-share merger consideration is $320.00 of implied value per Norfolk Southern share with a cash component of $88.82 in the first step, and proxy voting deadlines for both special meetings require proxies to be received by 11:59 p.m. ET on November 13, 2025. The agreement includes customary closing conditions, non-solicitation and no-shop provisions, specified termination payments (including a $2.5 billion fee payable by Union Pacific in certain circumstances), and detailed pro forma and transaction accounting adjustments prepared on the acquisition method basis assuming Union Pacific as the acquirer. Financial advisor analyses cited ranges of implied per-share values and multiples (examples: Morgan Stanley pro forma implied equity per share of the combined company of $234–$296; Wells Fargo illustrative Norfolk Southern per-share indications of $307–$357), and the parties disclosed management unaudited projections and non-GAAP measures used by advisors.