Welcome to our dedicated page for NORFOLK SOUTHERN SEC filings (Ticker: NSC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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A holder of NSC common stock filed a Form 144 notice for a proposed sale under Rule 144. The notice covers 900 shares of common stock, to be sold through Merrill Lynch at 1800 K St NW, Suite 800, Washington, DC 20006, with an aggregate market value of 253,441. The shares are part of a much larger base of 224,386,617 shares outstanding and are expected to be sold on or about 11/19/2025 on the NYSE.
The seller reports that the shares were acquired on 10/24/2025 via stock plan activity directly from the issuer, with 900 securities acquired and paid for on the same date. By signing the notice, the seller represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.
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.
Union Pacific announced that the National Conference of Firemen and Oilers supports its proposed merger with Norfolk Southern, alongside an agreement that provides NCFO members employed at closing with job security for the length of their careers, subject to usual employment requirements. The companies describe the combination as creating America’s first coast-to-coast railroad.
The communication notes standard merger risks and approvals, including Surface Transportation Board and shareholder approvals, and references previously filed registration and proxy materials. It also cautions that combining operations may not realize expected benefits and that Union Pacific may issue additional common stock in connection with the transaction, which could cause dilution.
Union Pacific issued Rule 425 communications about its proposed acquisition of Norfolk Southern (NSC) and highlighted key regulatory filings supporting the deal. The registration statement on Form S-4 was declared effective on September 30, 2025, and a final prospectus and definitive joint proxy statement/prospectus were filed on October 1, 2025.
The transaction remains subject to approvals and conditions, including the Surface Transportation Board and shareholder votes. The communication includes forward‑looking statements and outlines risks such as potential termination events, legal proceedings, integration challenges, possible dilution from Union Pacific issuing additional shares, and credit rating considerations. Investors can access the definitive materials via the SEC’s website and the companies’ investor relations pages.
Union Pacific filed a Rule 425 communication about its proposed acquisition of Norfolk Southern, emphasizing a safety-first combination that it says would create a coast‑to‑coast freight network. The message highlights current safety metrics and investments: nearly 90 hours of training averaged per employee annually, 10K first responders trained, and $5.6B each year to strengthen tracks, trains and crossings.
The companies cite technology such as automated inspections, real‑time network control and remote switching, alongside reported improvements including Union Pacific’s 23% injury‑rate reduction and 20% fewer derailments, and Norfolk Southern’s 40% cut in mainline accidents. The Registration Statement on Form S‑4 was declared effective on September 30, 2025, and the definitive joint proxy statement/prospectus was filed on October 1, 2025.
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 (NSC) reported an insider stock purchase. A company director bought 1,650 shares of common stock on 11/05/2025, coded “P” for an open‑market purchase, at a price of $282.97 per share.
Following this transaction, the director’s beneficial ownership stands at 12,000 shares, held directly. The filing was submitted by an attorney-in-fact as indicated by the signature block.
Norfolk Southern (NSC) reported an insider purchase. Director Richard H. Anderson, through the Anderson Revocable Trust, bought 2,600 shares of common stock on 10/27/2025 at a price of $281.855 per share (transaction code P).
Following the transaction, the trust beneficially owned 7,000 shares, reported as indirect ownership.
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.