Norfolk Southern SEC Filings

Norfolk Southern Corporation (NSC) director Richard H. Anderson reported automatic equity-related credits tied to dividend payments. On 11/20/2025, his account received 4.6949 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value of Norfolk Southern common stock on the dividend payment date. These deferred stock units will ultimately be settled in cash upon retirement or another time allowed by the plan. He also received 6.669 restricted stock units under the Long-Term Incentive Plan as dividend equivalent payments, calculated from the market value of the common stock on the dividend date, and these units will ultimately be settled in common stock. Following these transactions, he directly beneficially owned 1,035.2583 deferred stock units and 1,390.9528 restricted stock units.

Norfolk Southern Corporation executive vice president and chief information and digital officer reported an open-market sale of common stock. On 11/19/2025, the officer sold 900 shares of Norfolk Southern common stock at a weighted average price of $281.6019 per share, with individual trade prices ranging from $281.55 to $281.61. After this transaction, the officer directly beneficially owns 1,413 shares of Norfolk Southern common stock.

A holder of NSC common stock filed a Form 144 notice for a proposed sale under Rule 144. The notice covers 900 shares of common stock, to be sold through Merrill Lynch at 1800 K St NW, Suite 800, Washington, DC 20006, with an aggregate market value of 253,441. The shares are part of a much larger base of 224,386,617 shares outstanding and are expected to be sold on or about 11/19/2025 on the NYSE.

The seller reports that the shares were acquired on 10/24/2025 via stock plan activity directly from the issuer, with 900 securities acquired and paid for on the same date. By signing the notice, the seller represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.

Norfolk Southern Corporation reported that shareholders approved its Agreement and Plan of Merger with Union Pacific Corporation, supporting the planned combination of the two railroads. The merger agreement proposal received 162,191,626 votes for, 2,366,923 against, and 310,098 abstentions. Shareholders also approved, on a non-binding advisory basis, the merger-related compensation for Norfolk Southern’s named executive officers, with 152,680,836 votes for, 11,189,077 against, and 998,734 abstentions. Approval of the compensation proposal is not a condition to closing, and completion of the mergers remains subject to the closing conditions in the merger agreement, including required regulatory approvals.

Union Pacific announced that the National Conference of Firemen and Oilers supports its proposed merger with Norfolk Southern, alongside an agreement that provides NCFO members employed at closing with job security for the length of their careers, subject to usual employment requirements. The companies describe the combination as creating America’s first coast-to-coast railroad.

The communication notes standard merger risks and approvals, including Surface Transportation Board and shareholder approvals, and references previously filed registration and proxy materials. It also cautions that combining operations may not realize expected benefits and that Union Pacific may issue additional common stock in connection with the transaction, which could cause dilution.

Union Pacific issued Rule 425 communications about its proposed acquisition of Norfolk Southern (NSC) and highlighted key regulatory filings supporting the deal. The registration statement on Form S-4 was declared effective on September 30, 2025, and a final prospectus and definitive joint proxy statement/prospectus were filed on October 1, 2025.

The transaction remains subject to approvals and conditions, including the Surface Transportation Board and shareholder votes. The communication includes forward‑looking statements and outlines risks such as potential termination events, legal proceedings, integration challenges, possible dilution from Union Pacific issuing additional shares, and credit rating considerations. Investors can access the definitive materials via the SEC’s website and the companies’ investor relations pages.

Union Pacific filed a Rule 425 communication about its proposed acquisition of Norfolk Southern, emphasizing a safety-first combination that it says would create a coast‑to‑coast freight network. The message highlights current safety metrics and investments: nearly 90 hours of training averaged per employee annually, 10K first responders trained, and $5.6B each year to strengthen tracks, trains and crossings.

The companies cite technology such as automated inspections, real‑time network control and remote switching, alongside reported improvements including Union Pacific’s 23% injury‑rate reduction and 20% fewer derailments, and Norfolk Southern’s 40% cut in mainline accidents. The Registration Statement on Form S‑4 was declared effective on September 30, 2025, and the definitive joint proxy statement/prospectus was filed on October 1, 2025.

Norfolk Southern filed an 8‑K to voluntarily add supplemental disclosures to the joint proxy/prospectus for its pending merger with Union Pacific, with special shareholder meetings set for November 14, 2025.

New details clarify the valuation work by advisors. For Norfolk Southern, Morgan Stanley applied AV/NTM Adjusted EBITDA ratios of 11.5x–13.5x to $6,663 million NTM Adjusted EBITDA as of January 1, 2027, less estimated net debt of $13.8 billion. For Union Pacific, it used 12.5x–14.5x on $13,664 million and net debt of $34.4 billion. BofA’s DCFs used discount rates of 8.50%–10.00% and terminal multiples of 11.00x–13.00x for Norfolk Southern and 12.00x–14.00x for Union Pacific.

Broker price targets are summarized for context, and BofA’s pro forma “Has/Gets” analysis assumes 27.5% pro forma ownership based on an estimated 225.152 million Union Pacific shares to be issued, incremental transaction net debt of $20.4 billion, and $88.82 per‑share cash consideration.

Norfolk Southern (NSC) reported an insider stock purchase. A company director bought 1,650 shares of common stock on 11/05/2025, coded “P” for an open‑market purchase, at a price of $282.97 per share.

Following this transaction, the director’s beneficial ownership stands at 12,000 shares, held directly. The filing was submitted by an attorney-in-fact as indicated by the signature block.