Every 8-K that Norfolk Southern Corp. (NSC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NSC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NSC filings page.
Norfolk Southern Corporation reported record second-quarter 2026 railway operating revenues of $3.5 billion, up $355 million, or 11%, versus second quarter 2025 on 4% higher volumes and stronger fuel surcharges. Income from railway operations was $1.1 billion and diluted EPS was $3.26.
The operating ratio deteriorated to 67.6% from 62.2%. Excluding merger-related expenses, restructuring and other charges, and effects of the Eastern Ohio incident, adjusted income from railway operations was $1.2 billion, adjusted operating ratio 65.5%, and adjusted diluted EPS $3.52, up 7% versus adjusted second quarter 2025.
For the first six months of 2026, net income was $1.28 billion and diluted EPS $5.69. Net cash provided by operating activities was $1.40 billion. The company incurred $51 million of merger-related expenses and $15 million of Eastern Ohio incident costs in the quarter. Management updated 2026 adjusted operating expense guidance to $8.8–$8.9 billion to reflect higher estimated incremental fuel expense.
Norfolk Southern Corporation announced a leadership transition in its operations group connected to proposed changes in the company’s operations and its pending merger with Union Pacific. Executive Vice President & Chief Operating Officer John Orr resigned for “good reason” effective May 31, 2026, citing a diminution of his duties and responsibilities from those proposed changes. He will remain employed as a special advisor to the Chair of the Board through June 30, 2026, then retire July 1, 2026, and continue as a special advisor after retirement through the earlier of the Union Pacific merger closing or June 1, 2027.
In connection with his departure, Orr will receive severance benefits under the company’s Executive Severance Plan and be eligible for the remaining $2,250,000 balance of his retention bonus agreement, payable in a lump sum within 30 days following the merger closing, subject to a release of claims and restrictive covenants. The Board appointed Brian Barr as Chief Operating Officer effective June 1, 2026. Barr will receive a $600,000 annual base salary, a target annual incentive equal to 130% of salary (prorated for 2026), and annual long-term incentive awards with a $2,500,000 target value split between performance stock units and restricted stock units, plus a promotional long-term incentive award targeted at $1,260,000 and an increased cash retention bonus totaling $2 million, with remaining installments of $600,000 each tied to specified vesting dates.
Norfolk Southern Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 7, 2026. Shareholders elected twelve directors, each receiving over 148 million votes in favor, with broker non-votes of 29,538,903 recorded for each nominee.
Shareholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 173,549,280 votes for and 10,296,435 against. In addition, the advisory resolution on executive compensation received 145,144,991 votes in favor and 8,525,943 against, indicating overall support for the company’s pay programs.
Norfolk Southern Corporation reported first quarter 2026 results showing stable revenue but lower profitability driven by merger costs and the Eastern Ohio incident. Railway operating revenues were $3.0 billion, essentially flat year-over-year on a 1% volume decline. Income from railway operations declined to $877 million, down 23%, and the operating ratio worsened to 70.7% from 61.7%. Diluted earnings per share were $2.43, a 27% decrease.
Excluding merger-related expenses and the Eastern Ohio incident in both periods, adjusted income from railway operations was $939 million, down 2%, with an adjusted operating ratio of 68.7%. Adjusted diluted EPS was $2.65, just 1% below the prior year’s adjusted level. Net income was $547 million. Operating cash flow fell to $344 million from $950 million, while the company ended March 31, 2026 with $1.34 billion in cash and cash equivalents.
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.
Norfolk Southern Corporation furnished an 8‑K to share its fourth‑quarter and full‑year 2025 results. The company reports that it issued a press release and separate quarterly financial data for the 2025 fourth quarter on January 29, 2026.
The press release is provided as Exhibit 99.1 and the detailed 2025 Q4 financial data as Exhibit 99.2, both incorporated by reference and also available on the company’s website. This financial information is unaudited and is presented as supplemental disclosure rather than being deemed filed under Section 18 of the Exchange Act.
Norfolk Southern Corporation reports that it and Union Pacific Corporation have jointly filed an application with the Surface Transportation Board seeking approval of a proposed combination in which Union Pacific would acquire Norfolk Southern. The companies also held an analyst conference call to discuss key points of the regulatory application and issued a joint press release, which are provided as exhibits.
The filing emphasizes that the information is being furnished, not filed, and includes extensive forward-looking statement language. It outlines numerous risks that could affect whether the transaction closes or delivers expected benefits, including potential legal proceedings, failure to obtain regulatory approvals or burdensome conditions, integration challenges, higher-than-expected costs, credit rating pressure, reputational impacts, and ongoing risks related to Norfolk Southern’s Eastern Ohio incident and associated remediation and regulatory developments.
Norfolk Southern Corporation reported that shareholders approved its Agreement and Plan of Merger with Union Pacific Corporation, supporting the planned combination of the two railroads. The merger agreement proposal received 162,191,626 votes for, 2,366,923 against, and 310,098 abstentions. Shareholders also approved, on a non-binding advisory basis, the merger-related compensation for Norfolk Southern’s named executive officers, with 152,680,836 votes for, 11,189,077 against, and 998,734 abstentions. Approval of the compensation proposal is not a condition to closing, and completion of the mergers remains subject to the closing conditions in the merger agreement, including required regulatory approvals.
Norfolk Southern filed an 8‑K to voluntarily add supplemental disclosures to the joint proxy/prospectus for its pending merger with Union Pacific, with special shareholder meetings set for November 14, 2025.
New details clarify the valuation work by advisors. For Norfolk Southern, Morgan Stanley applied AV/NTM Adjusted EBITDA ratios of 11.5x–13.5x to $6,663 million NTM Adjusted EBITDA as of January 1, 2027, less estimated net debt of $13.8 billion. For Union Pacific, it used 12.5x–14.5x on $13,664 million and net debt of $34.4 billion. BofA’s DCFs used discount rates of 8.50%–10.00% and terminal multiples of 11.00x–13.00x for Norfolk Southern and 12.00x–14.00x for Union Pacific.
Broker price targets are summarized for context, and BofA’s pro forma “Has/Gets” analysis assumes 27.5% pro forma ownership based on an estimated 225.152 million Union Pacific shares to be issued, incremental transaction net debt of $20.4 billion, and $88.82 per‑share cash consideration.
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.
NORFOLK SOUTHERN CORP filed an Form 8-K reporting that it approved one-time cash retention awards for its named executive officers under its previously established Transaction Bonus Program. The filing references a Form of Retention Bonus Agreement and notes that cover page XBRL tags are embedded within the Inline XBRL document. The company provides links and mailing addresses to access SEC filings on Norfolk Southern's investor website and names Jeremy Ballard as Corporate Secretary with a signature date of September 29, 2025. The filing does not disclose award amounts, recipients by name beyond the class "named executive officers," or specific payment terms.
Union Pacific Corporation will acquire Norfolk Southern Corporation under an Agreement and Plan of Merger executed 28 Jul 2025 and announced 29 Jul 2025.
The cash-free merger will occur through two Union-Pacific-controlled Virginia entities (Ruby Merger Sub 1 Corp. and Ruby Merger Sub 2 LLC) that will be merged with and into Norfolk Southern, making NSC a wholly-owned subsidiary of Union Pacific. A joint press release (Ex 99.1) and 34-page investor presentation (Ex 99.2) accompany this Form 8-K.
- Transaction completion is conditional on Surface Transportation Board approval, shareholder votes and other customary closing conditions.
- The filing lists extensive forward-looking risks: potential litigation, regulatory remedies, credit-rating downgrades, dilution from Union Pacific share issuance, integration delays and liabilities tied to Norfolk Southern’s Eastern Ohio incident.
- Union Pacific will file a Form S-4 to register the shares to be issued and mail a joint proxy statement/prospectus to both companies’ shareholders.
The 8-K does not disclose valuation, exchange ratio, expected synergies or closing timetable.
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.