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.
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.
Lori Ryerkerk, a director of Norfolk Southern Corporation (NSC), received restricted stock units as dividend equivalents on 08/20/2025 that will be settled in common stock. The Form 4 reports an award of 3.3304 restricted stock units credited at a market value of $286.87 per share, resulting in 711.0358 shares beneficially owned following the transaction. The units were credited under the company’s Long-Term Incentive Plan and represent dividend-equivalent payments on existing restricted stock units; they will ultimately be converted into common stock. The filing was executed by J. Jeremy Ballard via power of attorney and dated 08/22/2025.
Christopher T. Jones, a director of Norfolk Southern Corporation (NSC), reported an acquisition on Form 4. On 08/20/2025 he was credited with 21.4779 restricted stock units received as dividend equivalent payments under the company's Long-Term Incentive Plan, calculated using a per-share value of $286.87. Those units are to be settled in common stock and result in 4,585.4536 shares beneficially owned in a direct ownership form. The Form 4 was signed via power of attorney by J. Jeremy Ballard on 08/22/2025. The filing indicates these are dividend-equivalent RSUs that will ultimately convert into common shares.
Mary Kathryn Heitkamp, a director of Norfolk Southern Corporation (NSC), was credited with 1,183.3426 restricted stock units (RSUs) on 08/20/2025 as dividend equivalent payments under the company’s Long-Term Incentive Plan. These RSUs were recorded at a per-share market value of $286.87, and the units ultimately will be settled in common stock. The Form 4 was executed via power of attorney by J. Jeremy Ballard on 08/22/2025. The filing reports a routine, non-derivative acquisition of equity-linked compensation units rather than a cash purchase or sale.
Sameh Fahmy, a director of Norfolk Southern Corporation (NSC), was credited with restricted stock units as dividend equivalents under the companys Long-Term Incentive Plan on 08/20/2025. The filing reports a dividend-equivalent award denominated as 5.5427 (units) with an indicated per-share market value of $286.87, and shows 1,183.3426 shares beneficially owned following the transaction in a direct ownership form. The explanatory note clarifies these units were credited on the dividend payment date, are calculated based on the market value of common stock, and ultimately will be settled in common stock. The Form 4 was filed by one reporting person and signed under power of attorney on 08/22/2025.
Insider equity award reported: Norfolk Southern director Marcela E. Donadio was credited with 40.3818 restricted stock units (RSUs) as dividend equivalents under the company’s Long-Term Incentive Plan, which will settle in common stock. The transaction was recorded with an effective date of 08/20/2025 and uses a per-share valuation of $286.87, increasing her beneficial ownership to 8,621.3653 shares on a direct basis. The filing notes these RSUs are calculated from dividend equivalents and ultimately convert into common shares.
Francesca A. DeBiase, a director of Norfolk Southern Corporation (NSC), received restricted stock units on 08/20/2025 as dividend-equivalent payments. The Form 4 reports 1,500.1051 restricted stock units (RSUs) credited to her account under the company's Long-Term Incentive Plan, with an indicated per-share market reference of $286.87. The filing states these units will ultimately be settled in common stock and are reported as directly owned.