[8-K] Norfolk Southern Corp. Reports Material Event
Norfolk Southern (NSC) filed an 8-K under Item 7.01 disclosing that it and Union Pacific are in advanced discussions regarding a potential business combination. The 7/24/25 press release (Ex. 99.1) is furnished, not filed, meaning it carries no Section 18 liability.
No financial terms, valuation metrics, or closing timetable were provided, but a merger would create North America’s largest rail network, implying significant cost and revenue synergies along with heightened antitrust scrutiny. Management cautions that there is no assurance a transaction will be reached or consummated and highlights broad risk factors, including economic conditions, litigation related to the Eastern Ohio incident, and cybersecurity threats.
No other reportable items were included.
- None.
- None.
Insights
TL;DR: Advanced merger talks with Union Pacific are strategically transformative and market-moving, but still preliminary.
The disclosure is highly impactful because a NSC–Union Pacific combination would create an unparalleled transcontinental rail franchise, unlocking route density, pricing power, and large cost synergies. Investors will likely assign option value to a deal scenario; NSC’s share price could re-rate on expected premium and long-term EBITDA uplift. However, until a definitive agreement is signed, outcome risk remains binary. Still, management’s confirmation of advanced talks suggests negotiations have progressed beyond exploratory stages, elevating probability of a formal announcement.
TL;DR: Potential deal faces formidable antitrust and STB hurdles; timeline and certainty remain unclear.
While strategically logical, a tie-up of two Class-I railroads will trigger intense scrutiny from the Surface Transportation Board, DOJ, and possibly Congress. Recent STB rhetoric favors competition and service reliability, heightening closing risk and possible divestiture requirements that could dilute synergies. Investors should weigh regulatory drag against upside; probability-adjusted benefits may be more modest than headline expectations.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure |
On July 24, 2025, Norfolk Southern Corporation (the “Company”) issued a press release confirming that the Company and Union Pacific Corporation are engaged in advanced discussions regarding a potential business combination. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press Release dated July 24, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity, performance, or the Company’s achievements or those of the Company’s industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” or other comparable terminology. While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections it views as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, including but not limited to: (i) changes in domestic or international economic, political or business conditions, including those impacting the transportation industry; (ii) the Company’s ability to successfully implement its operational, productivity, and strategic initiatives; (iii) a significant adverse event on the Company’s network, including but not limited to a mainline accident, discharge of hazardous material, or climate-related or other network outage; (iv) the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including those with respect to the Eastern Ohio incident; (v) the nature and extent of the Company’s environmental remediation obligations with respect to the Eastern Ohio incident; (vi) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident or otherwise; (vii) a significant cybersecurity incident or other disruption to the Company’s technology infrastructure; and (viii) that any agreement with respect to a potential transaction with Union Pacific Corporation will be reached, that any potential transaction may or may not be consummated, and the timing, terms or conditions relating to any such potential transaction. These and other important factors, including those discussed under “Risk Factors” in the Company Annual Report on Form 10-K for the year ended December 31, 2024, as well as the Company’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SIGNATURES |
| NORFOLK SOUTHERN CORPORATION |
| (Registrant) |
| /s/ Jeremy Ballard |
| Name: Jeremy Ballard |
| Title: Corporate Secretary |
| Date: July 24, 2025 |
