NORFOLK SOUTHERN CORP SEC Filings

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.

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.

Mark R. George, President & CEO and Director of Norfolk Southern Corporation (NSC), reported changes in his beneficial ownership on Form 4. On 09/13/2025 he was credited with 2,653 Restricted Stock Units that are the economic equivalent of one share each and will be settled in common stock; this distribution represents the first settlement of three installments under the company’s Long-Term Incentive Plan. On the same date he sold 1,039 shares of common stock at $274.995 per share. Following the reported transactions the filing shows 18,410 shares beneficially owned (after the RSU credit) and 18,066 shares beneficially owned after the sale, with ownership reported as direct.

Norfolk Southern director John C. Huffard Jr. received additional equity units as dividend equivalents on August 20, 2025. The Form 4 reports 11.1686 deferred stock units credited under the Directors' Deferred Fee Plan (valued at $285.49 each) that will be paid in cash when the director retires or elects payment. It also shows 21.4779 restricted stock units credited under the Long-Term Incentive Plan (valued at $286.87 each) that will be settled in common stock. These entries reflect routine, non-sale accruals of compensation tied to dividend reinvestment and dividend equivalents.