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.
Norfolk Southern Corporation filings document the disclosure record for a Virginia freight railroad company with common stock listed on the New York Stock Exchange. Its 8-K reports cover operating and financial results, Regulation FD materials, material-event disclosures, material agreements, capital-structure matters, and shareholder voting results.
The filing record includes proxy materials on director elections, independent auditor ratification and executive compensation votes, along with agreements tied to corporate facilities and related lease financing. Annual and quarterly reports provide context for railway operations, consolidated financial statements, risk factors, governance, and capital allocation for the company’s freight transportation network.
NORFOLK SOUTHERN CORP reported the initial holdings of its new Chief Operating Officer, Brian Barr, as he was designated an “Executive Officer” for Section 16 purposes on June 1, 2026. The filing shows direct ownership of 818 shares of common stock.
He also holds restricted stock units that are economically equivalent to common shares, including 1,307, 823, and 818 underlying common shares that will vest in annual installments under the company’s Long-Term Incentive Plan. In addition, he holds an employee stock option for 286 underlying common shares at an exercise price of $257.26 per share, expiring in 2035.
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.
Huffard John C Jr reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director John C. Huffard Jr reported two compensation-related awards on May 20, 2026. He received 22.4811 restricted stock units as dividend-equivalent credits under the Long-Term Incentive Plan, which will ultimately be settled in common stock. He also received 12.7350 deferred stock units as dividend-equivalent credits under the Directors' Deferred Fee Plan, which will be settled in cash at retirement or another elected time. Following these awards, his accounts held 5,274.3874 restricted stock units and 2,954.4277 deferred stock units, all reported as directly owned.
Ryerkerk Lori reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director Lori Ryerkerk received additional restricted stock units as part of her compensation. She was credited with 3.0714 restricted stock units on the basis of the market value of the company’s common stock of $315.3800 per share on the dividend payment date.
These units were granted as dividend equivalent payments under the Norfolk Southern Corporation Long-Term Incentive Plan and will ultimately be settled in common stock. Following this award, Ryerkerk holds a total of 1,342.5877 restricted stock units directly.
LAMPHERE GILBERT H reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director Gilbert H. Lamphere reported a small compensation-related equity award. He received 2.6739 restricted stock units credited to his account under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalent payments, based on the market value of the company’s common stock on the dividend payment date. Following this award, he holds a total of 627.3336 restricted stock units, which will ultimately be settled in common stock rather than cash. This filing reflects routine, non-market compensation activity rather than an open-market stock purchase or sale.
NORFOLK SOUTHERN CORP director Christopher T. Jones reported an acquisition of additional derivative equity under the company’s Long-Term Incentive Plan. On May 20, 2026, he was credited 22.4811 Restricted Stock Units, based on dividend equivalent payments tied to the market value of Norfolk Southern common stock.
These units will ultimately be settled in common stock. After this credit, Jones holds a total of 5,274.3874 Restricted Stock Units directly. The transaction reflects routine plan-related accruals rather than an open-market trade.
Heitkamp Mary Kathryn reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director Mary Kathryn Heitkamp reported a small, routine compensation-related transaction. She received 7.7854 restricted stock units as a grant tied to dividend equivalent payments under the company’s Long-Term Incentive Plan, based on the market value of the common stock on the dividend date. These units will ultimately be settled in common stock, bringing her total restricted stock unit balance to 1,826.5729 units held directly.
Fahmy Sameh reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director Sameh Fahmy received additional restricted stock units as compensation. On 2026-05-20, his account under the Norfolk Southern Corporation Long-Term Incentive Plan was credited with 7.7854 restricted stock units. These units were granted as dividend equivalent payments, based on the market value of the company’s common stock on the dividend payment date.
Each unit represents the right to receive one share of common stock in the future, so this award modestly increases his future equity stake. Following this credit, Fahmy holds a total of 1,826.5729 restricted stock units directly under the plan.
NORFOLK SOUTHERN CORP director Marcela E. Donadio received additional restricted stock units as part of her long-term incentives. On May 20, 2026, she acquired 37.2405 restricted stock units credited under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalent payments based on the market value of the company’s common stock on the dividend payment date.
These units will ultimately be settled in common stock. Following this grant, Donadio’s balance in this plan increased to 9,359.1831 restricted stock units, reflecting a routine, compensation-related award rather than an open-market share purchase or sale.
DeBiase Francesca A. reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director Francesca A. DeBiase received a small grant of dividend-equivalent restricted stock units. On the reported date, 9.1537 restricted stock units tied to common stock were credited to her account under the company’s Long-Term Incentive Plan, bringing her total restricted stock units to 2147.5908.