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.
ANDERSON RICHARD H reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director Richard H. Anderson reported routine compensation-related awards, not open-market trades. He received 10.1408 restricted stock units as dividend equivalents under the Long-Term Incentive Plan, based on the market value of Norfolk Southern common stock on the dividend payment date. These restricted stock units will ultimately be settled in common stock and increased his restricted stock unit balance to 2,379.1805 units.
He also received 6.5216 deferred stock units under the Directors' Deferred Fee Plan from a deemed reinvestment of dividends on existing deferred units, calculated using the closing market value of the common stock on the dividend payment date. These deferred stock units, which brought his deferred unit balance to 1,512.9695 units, will be satisfied in cash following retirement or another time elected under the plan.
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 Corp ownership filing shows Vanguard Capital Management reports beneficial ownership of 16,955,045 shares of Common Stock, equal to 7.55% of the class as reported for 03/31/2026. The filing lists 2,368,386 shares with sole voting power and 16,955,045 shares with sole dispositive power. The filing is signed on 04/30/2026.
NORFOLK SOUTHERN CORP EVP & Chief Operating Officer John F. Orr reported compensation-related stock activity involving Restricted Stock Units (RSUs) and common shares. On April 26, 2026, 8,319 RSUs were converted into an equal number of common shares as part of a long-term incentive award granted on April 26, 2024.
To cover tax obligations on this settlement, 3,247 common shares were disposed of at an average price of $320.805 per share, characterized as a tax-withholding disposition rather than an open-market sale. Following these transactions, Orr held 11,363 shares of common stock directly, and 15,622 RSUs remained credited to his account for future settlement in common stock.
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.
Huffard John C Jr reported acquisition or exercise transactions in this Form 4 filing.
Norfolk Southern Corp director John C. Huffard Jr. received a grant of 184.669 deferred stock units under the company’s Directors’ Deferred Fee Plan. The units were credited based on the $287.0000 closing market value of Norfolk Southern common stock on the last trading day of the quarter.
Following this grant, Huffard’s account holds a total of 2,941.6927 deferred stock units. These units are part of his deferred quarterly fees and will be settled in cash, not in shares, upon retirement or at another time allowed under the plan.
NORFOLK SOUTHERN CORP director Richard H. Anderson acquired deferred stock units as part of his director compensation. He received 233.4495 deferred stock units on the basis of the closing market value of the company’s common stock of $287.0000 on the last trading day of the quarter.
Following this grant, his account under the Norfolk Southern Corporation Directors' Deferred Fee Plan reflects a total of 1,506.4479 deferred stock units. These units are bookkeeping entries that will ultimately be settled in cash, not in shares of common stock, upon his retirement or at another time elected under the plan.
The Vanguard Group amended its Schedule 13G filing regarding Norfolk Southern Corp common stock, reporting zero beneficial ownership. The amendment notes an internal realignment on January 12, 2026 that led certain subsidiaries or business divisions to report holdings separately in reliance on SEC Release No. 34-39538. The filing lists 0 shares beneficially owned and 0% of the class, with no sole or shared voting or dispositive power.