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 director Phillip S. Davidson reported an acquisition of restricted stock units under the company’s Long-Term Incentive Plan. On 2026-05-20, he received 10.7435 restricted stock units, credited as dividend equivalent payments based on the market value of Norfolk Southern common stock on the dividend payment date.
These restricted stock units will ultimately be settled in shares of common stock rather than in cash. Following this award, his directly held restricted stock unit balance increased to 2520.5932 units. This filing reflects a routine, compensation-related grant rather than an open-market purchase or sale of Norfolk Southern stock.
Clyburn William Jr. reported acquisition or exercise transactions in this Form 4 filing.
NORFOLK SOUTHERN CORP director William Clyburn Jr. received additional equity-based compensation through dividend equivalents on existing awards. On this Form 4, he was granted 7.7854 Restricted Stock Units (RSUs) on 2026-05-20, valued at $315.38 per underlying share. These RSUs were credited under the Norfolk Southern Corporation Long-Term Incentive Plan as dividend equivalent payments on RSUs he already held. Following this grant, his total RSU balance reported in this filing is 1,826.5729 units, which will ultimately be settled in common stock rather than cash. No open-market stock purchases or sales were reported.
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.