Norfolk Southern (NYSE: NSC) renews $498.7M Atlanta HQ finance lease

Rhea-AI Filing Summary

Norfolk Southern Corporation, through its Norfolk Southern Railway subsidiary, renewed the financing arrangements for its Atlanta headquarters building with BA Leasing BSC, LLC, covering an aggregate lease amount of about $498.7 million under amended and restated agreements.

The updated structure treats the arrangement as a finance lease rather than an operating lease, with a new five‑year base term starting April 1, 2026. Norfolk Southern Railway will pay monthly rent at a floating rate based on Term SOFR plus a margin and remains responsible for maintenance, insurance, taxes and other operating costs under a triple‑net lease. The parent company has unconditionally guaranteed all lease obligations and must, near the end of the term, either extend the lease, purchase the building, or arrange a third‑party sale.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate lease amount: $498.7 million Base lease term: 5 years Interest benchmark: Term SOFR plus margin +2 more

5 metrics

Aggregate lease amount $498.7 million Financing arrangements for Atlanta headquarters building

Base lease term 5 years Commencing on April 1, 2026 for headquarters lease

Interest benchmark Term SOFR plus margin Floating rate used to calculate monthly rent on outstanding balance

Closing Date April 1, 2026 Effective date of amended and restated lease transaction

Headquarters address 650 West Peachtree Street NW Location of Norfolk Southern’s Atlanta headquarters building

Key Terms

Amended and Restated Participation Agreement, triple-net lease, Term SOFR, finance lease, +1 more

5 terms

Amended and Restated Participation Agreement financial

"an Amended and Restated Participation Agreement (the “Participation Agreement”) with BA Leasing BSC, LLC"

triple-net lease financial

"The Lease is a triple-net lease, under which NSRC is responsible for all maintenance, insurance, property taxes"

A triple-net lease is a rental agreement where the tenant pays the base rent plus the property's operating expenses—typically taxes, insurance, and maintenance—so the landlord receives mostly a steady, predictable cash payment. For investors, it matters because it can act like a low-maintenance, bond-like income stream with clearer expense exposure, but returns depend on the tenant’s financial strength and long-term ability to cover those extra costs.

Term SOFR financial

"monthly rent based on the outstanding balance at a floating interest rate equal to Term SOFR plus an applicable margin"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

finance lease financial

"structured to treat the lease as a finance lease for financial reporting purposes"

A finance lease is a long-term rental arrangement that, for accounting and economic purposes, looks and acts like buying the asset: the user records the asset and a matching liability on its balance sheet and typically takes on most of the risks and rewards of ownership. For investors this matters because finance leases increase reported assets and debt, change profit and cash-flow measures, and reveal fixed future payment commitments—similar to discovering a company has taken out a loan to acquire equipment rather than simply paying month-to-month rent.

operating lease financial

"as compared to the operating lease treatment applicable to the prior lease"

An operating lease is a contract where a company rents an asset—like equipment, vehicles or office space—rather than buying it, similar to leasing a car for regular use without owning it. Investors care because lease payments affect a company’s cash flow and reported profits, and modern accounting usually shows long-term rental commitments as a right-of-use asset and matching liability, which changes how debt and asset levels are compared across firms.

Understanding 8-K Material Events →

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 02, 2026 (April 01, 2026)

Norfolk Southern Corporation

(Exact name of Registrant as Specified in Its Charter)

Virginia			1-8339	52-1188014
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
650 West Peachtree Street NW
Atlanta, Georgia				30308-1925
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 855 667-3655

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Norfolk Southern Corporation Common Stock (Par Value $1.00)		NSC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2026 (the “Closing Date”), Norfolk Southern Corporation (the “Company”), through its wholly-owned freight railroad subsidiary Norfolk Southern Railway Company (“NSRC”), entered into certain amended and restated agreements to renew the lease of its corporate headquarters building located at 650 West Peachtree Street NW, Atlanta, Georgia (the “Building”) for an additional five-year term. Those agreements included (collectively, the “Transaction Documents”):

1.an Amended and Restated Participation Agreement (the “Participation Agreement”) with BA Leasing BSC, LLC (“BAL”), as lessor, Bank of America, N.A., as Administrative Agent, and BAL, as Rent Assignee

2.an Amended and Restated Lease, Leasehold Deed to Secure Debt and Security Agreement (the “Lease”) with BAL, as lessor; and

3.an Amended and Restated Guaranty (the “Guaranty”) by the Company in favor of BAL and the other beneficiaries named therein.

The Transaction Documents amend and restate the original operative documents entered into on March 1, 2019, as previously amended, which were entered into in connection with the construction and leasing of the Building. In connection with the amended and restated transaction, all interests previously held by the other bank counterparties under the original arrangement have been transferred to BAL, which now serves as the sole counterparty to NSRC.

The Participation Agreement and Lease govern the financing arrangements for the Building with an aggregate lease amount of approximately $498.7 million. Pursuant to the Lease, NSRC will pay monthly rent based on the outstanding balance at a floating interest rate equal to Term SOFR plus an applicable margin. As amended and restated, the Transaction Documents are structured to treat the lease as a finance lease for financial reporting purposes, as compared to the operating lease treatment applicable to the prior lease.

Under the Lease, NSRC leases the Building from BAL for a base term of five years commencing on the Closing Date. The Lease is a triple-net lease, under which NSRC is responsible for all maintenance, insurance, property taxes and other operating costs associated with the Building.

If NSRC is not in default under the Lease, at least 90 days prior to the end of the base term, NSRC must elect to do one of the following:

1.extend the Lease for an additional five years with the consent of BAL and any other Rent Assignees (as defined in the Transaction Documents);

2.purchase the Building; or

3.arrange a sale of the Building to a third party.

Pursuant to the Guaranty, the Company has unconditionally guaranteed all of NSRC’s obligations under the Lease and the other operative documents.

Copies of the Participation Agreement, Lease and Guaranty are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively. The foregoing descriptions of these agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit Number	Description
10.1	Amended and Restated Participation Agreement
10.2	Amended and Restated Lease, Leasehold Deed to Secure Debt and Security Agreement
10.3	Amended and Restated Guaranty

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NORFOLK SOUTHERN CORPORATION
		By:	/s/ Jeremy Ballard
			Name: Jeremy Ballard Title: Corporate Secretary Date: April 2, 2026

FAQ

What material agreement did Norfolk Southern (NSC) enter into for its headquarters?

Norfolk Southern renewed and amended the financing and lease arrangements for its Atlanta headquarters building. Through Norfolk Southern Railway, it entered an Amended and Restated Participation Agreement, Lease, and Guaranty with BA Leasing BSC, LLC, covering an aggregate lease amount of about $498.7 million.

What is the term of Norfolk Southern’s new headquarters lease?

The updated headquarters lease has a base term of five years starting on April 1, 2026. Before the term ends, Norfolk Southern Railway must either extend the lease for another five years, purchase the building, or arrange a sale of the building to a third party.

How is the Norfolk Southern (NSC) headquarters lease structured financially?

The lease is structured as a finance lease for financial reporting, with rent based on the outstanding balance at a floating interest rate equal to Term SOFR plus an applicable margin. This replaces the prior operating lease treatment under earlier arrangements for the same building.

Who is the counterparty to Norfolk Southern’s amended headquarters lease?

BA Leasing BSC, LLC is now the sole counterparty to Norfolk Southern Railway’s headquarters lease. All interests previously held by other bank counterparties were transferred to BA Leasing BSC, LLC, which acts as lessor and rent assignee under the amended and restated transaction documents.

What obligations does Norfolk Southern have under the triple-net lease for its headquarters?

Under the triple-net lease, Norfolk Southern Railway must pay monthly rent and cover maintenance, insurance, property taxes, and other operating costs for the Atlanta headquarters building. The parent company has also provided an unconditional guaranty of all obligations under the lease and related documents.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.3 MB
• EX-10.2 EX-10.2 840.0 KB
• EX-10.3 EX-10.3 279.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.4 KB