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.
The Norfolk Southern Corporation (NYSE: NSC) SEC filings page on Stock Titan provides structured access to the company’s regulatory disclosures, drawn in real time from the SEC’s EDGAR system. As a Virginia-incorporated freight railroad with common stock listed on the New York Stock Exchange, Norfolk Southern files annual reports on Form 10-K, quarterly reports on Form 10-Q, and numerous current reports on Form 8-K that document material events and corporate developments.
For Norfolk Southern, Form 8-K filings are especially important. Recent 8-Ks describe the Agreement and Plan of Merger with Union Pacific Corporation, the structure and terms of the stock-and-cash consideration, the anticipated delisting and deregistration of NSC shares upon closing, and the joint application to the Surface Transportation Board to approve the proposed combination. Other 8-Ks report quarterly and second-quarter financial results, dividend declarations, special shareholder meeting outcomes, executive compensation arrangements related to the transaction, and updates on litigation and supplemental disclosures.
Norfolk Southern’s 10-K and 10-Q reports, which are referenced in these 8-Ks, contain detailed discussions of risk factors, including those related to the Eastern Ohio incident, environmental remediation obligations, regulatory changes, and the potential impacts of the proposed merger. They also provide management’s analysis of operating performance, capital structure, and network operations across the company’s 22-state freight transportation system.
On this page, Stock Titan enhances Norfolk Southern’s filings with AI-powered summaries that explain the key points of lengthy documents such as 10-Ks, 10-Qs, and complex merger-related 8-Ks. Users can quickly see what each filing covers, from transaction terms and closing conditions to non-GAAP reconciliations and forward-looking statements. The page also surfaces insider and governance-related disclosures when available, helping users track executive compensation arrangements, retention bonuses tied to the merger, and shareholder voting results reported under Item 5.07 of Form 8-K.
Whether you are reviewing historical filings about Norfolk Southern’s dividend history, analyzing current reports on the Union Pacific transaction, or examining risk disclosures and legal proceedings, this filings page offers a consolidated view of NSC’s regulatory record with AI assistance to make complex railroad and merger documentation easier to understand.
NORFOLK SOUTHERN CORP director Sameh Fahmy reported an acquisition of 7.744 restricted stock units. The transaction occurred on February 20, 2026 and reflects dividend-equivalent credits under the Norfolk Southern Long-Term Incentive Plan, based on the market value of the company’s common stock on the dividend payment date.
After this award, Fahmy holds a total of 1,818.7875 restricted stock units directly. According to the footnote, these units are credited to the plan account as dividend equivalents on existing units and will ultimately be settled in Norfolk Southern common stock.
NORFOLK SOUTHERN CORP director Marcela E. Donadio reported an acquisition of restricted stock units tied to dividend equivalents. On the transaction date, 37.0426 restricted stock units were credited to her account under the Norfolk Southern Long-Term Incentive Plan, based on the market value of the company’s common stock on the dividend payment date. Following this credit, she holds a total of 9321.9426 restricted stock units, which are scheduled to be settled in common stock in the future.
NORFOLK SOUTHERN CORP director Francesca A. DeBiase reported an acquisition of restricted stock units tied to dividend equivalents. On February 20, 2026, she was credited with 9.105 restricted stock units at a reference value of $315.715 per unit under the company’s Long-Term Incentive Plan.
According to the filing, these units were credited as dividend equivalent payments on existing restricted stock units, based on the market value of Norfolk Southern common stock on the dividend payment date. After this transaction, DeBiase’s direct holdings under the plan total 2,138.4371 restricted stock units, which will ultimately be settled in common stock.
Norfolk Southern Corp director Phillip S. Davidson reported an acquisition of restricted stock units tied to the company’s long-term incentive plan. He was credited with 10.6864 restricted stock units on February 20, 2026, based on the market value of Norfolk Southern common stock on the dividend payment date.
These units were credited as dividend equivalent payments on restricted stock units he already holds and will ultimately be settled in Norfolk Southern common stock. Following this credit, Davidson’s direct holdings under the plan total 2,509.8497 restricted stock units.
NORFOLK SOUTHERN CORP director William Clyburn Jr. acquired 7.744 restricted stock units on February 20, 2026 as a grant/award under the company’s Long-Term Incentive Plan. These units were credited as dividend equivalents valued at $315.715 per unit, bringing his total restricted stock units to 1,818.7875, which ultimately will be settled in common stock.
NORFOLK SOUTHERN CORP director John C. Huffard Jr. reported routine equity-related awards tied to dividend payments. He acquired 11.7198 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value on the dividend date; these units will ultimately be settled in cash after retirement or at another elected time. He also acquired 22.3616 restricted stock units under the Long-Term Incentive Plan through dividend equivalent payments, calculated on the market value on the dividend date, which will ultimately be settled in common stock.
NORFOLK SOUTHERN CORP director Richard H. Anderson reported acquiring additional stock-based awards through dividend equivalents rather than open-market trades. He received 5.4114 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value on the dividend date; these will ultimately be settled in cash after retirement or another elected time. He also received 10.0869 restricted stock units under the Long-Term Incentive Plan as dividend-equivalent payments, calculated from the market value on the dividend date, which will ultimately be settled in common stock.
Norfolk Southern Corporation filed its annual report summarizing stronger 2025 results and progress toward a planned merger with Union Pacific. The deal would create a transcontinental railroad, with each Norfolk Southern share converted into one Union Pacific common share plus $88.82 in cash, subject to Surface Transportation Board approval and other conditions. Either party may owe a $2.5 billion termination fee if the merger ends under certain circumstances.
In 2025, railway operating revenues were $12.2 billion, with operating expenses of $7.8 billion, producing income from railway operations of $4.4 billion. Net income reached $2.9 billion, or $12.75 in diluted EPS, and the railway operating ratio improved to 64.2%. Merchandise freight generated 63% of revenue, intermodal 25%, and coal 12%. The company continued to address costs and recoveries related to the 2023 Eastern Ohio derailment while investing over $2.2 billion in property additions.
Norfolk Southern director Gilbert H. Lamphere reported equity compensation activity involving restricted stock units and common stock. On January 30, 2026, he received 622 restricted stock units under the Norfolk Southern Corporation Long-Term Incentive Plan, each equal in value to one share of common stock and vesting in full on the first anniversary of the grant date.
On the same date, 700 previously granted restricted stock units from a January 30, 2025 award were settled in Norfolk Southern common stock, representing the sole installment of that grant. After these transactions, Lamphere directly held 3,647 shares of common stock and 1,322 restricted stock units.
Norfolk Southern Corporation director Lori Ryerkerk received a grant of restricted stock units. On January 30, 2026, she was credited with 622 Restricted Stock Units under the Norfolk Southern Corporation Long-Term Incentive Plan. Each unit is the economic equivalent of one share of common stock and will be settled in common stock.
These units vest in full on the first anniversary of the grant date. Following this grant, Ryerkerk beneficially owns 1,336.4613 derivative securities in the form of Restricted Stock Units, held directly.