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 EVP & CFO Jason A. Zampi reported routine equity compensation activity. On January 26, 2026, 247 shares of common stock were issued at $0.0000 upon vesting of restricted stock units, with 68 shares withheld at $288.3125 per share for taxes, leaving 3,204 common shares directly held.
On January 27, 2026, 220 additional shares were issued at $0.0000 from another restricted stock unit grant, with 60 shares withheld at $289.905 per share for taxes, resulting in 3,364 common shares directly owned. Following these transactions, Zampi also held 3,698 and 3,478 restricted stock units from the 2023 and 2022 long‑term incentive grants, respectively.
Norfolk Southern Corporation director reports dividend-based deferred stock units
A director of Norfolk Southern Corporation recorded an automatic credit of 183.5689 deferred stock units on 12/31/2025 under the company’s Directors’ Deferred Fee Plan. The units were credited as a deemed reinvestment of dividends on existing deferred stock units, using the $288.72 closing market price of Norfolk Southern common stock on the dividend payment date. Following this transaction, the director beneficially holds 2,745.3039 deferred stock units in direct form. These deferred stock units are designed to be settled in cash, not in shares, upon the director’s retirement or at another time allowed under the plan.
Norfolk Southern Corp director reports deferred stock unit dividend credits. A company director filed to report 232.0587 deferred stock units credited on 12/31/2025 under the Norfolk Southern Corporation Directors' Deferred Fee Plan. The units were calculated using a closing market value of $288.72 per share on the dividend payment date and represent a deemed reinvestment of dividends on previously deferred stock units. After this transaction, the director beneficially holds 1,267.317 deferred stock units in this plan. These units will be settled in cash, not in common shares, upon the director's retirement or at another time elected under the plan.
Norfolk Southern Corporation reports that it and Union Pacific Corporation have jointly filed an application with the Surface Transportation Board seeking approval of a proposed combination in which Union Pacific would acquire Norfolk Southern. The companies also held an analyst conference call to discuss key points of the regulatory application and issued a joint press release, which are provided as exhibits.
The filing emphasizes that the information is being furnished, not filed, and includes extensive forward-looking statement language. It outlines numerous risks that could affect whether the transaction closes or delivers expected benefits, including potential legal proceedings, failure to obtain regulatory approvals or burdensome conditions, integration challenges, higher-than-expected costs, credit rating pressure, reputational impacts, and ongoing risks related to Norfolk Southern’s Eastern Ohio incident and associated remediation and regulatory developments.
Norfolk Southern Corp. director reports open-market stock purchase. A company director filed a Form 4 showing the purchase of 204 shares of Norfolk Southern common stock on 12/05/2025. The transaction was coded as a P transaction, indicating a regular purchase. The shares were acquired at a price of $294.7915 per share. Following this trade, the director now directly beneficially owns 405 shares of Norfolk Southern common stock.
Norfolk Southern Corporation (NSC) reported a routine insider compensation transaction for a director on a Form 4. On 11/20/2025, the director received 3.4255 restricted stock units under the Norfolk Southern Long-Term Incentive Plan. These units were credited as dividend equivalent payments based on the market value of the company’s common stock on the dividend payment date and will ultimately be settled in common stock. Following this transaction, the director beneficially owned 714.4613 restricted stock units in total.
Norfolk Southern Corporation (NSC) reported a routine insider equity award for a director on a Form 4. On 11/20/2025, the reporting person received 22.0911 restricted stock units under the Norfolk Southern Long-Term Incentive Plan. These units were credited as dividend equivalent payments based on the market value of Norfolk Southern common stock on the dividend payment date at $282.86 per share.
After this transaction, the reporting person beneficially owned 4,607.5447 restricted stock units, which will ultimately be settled in Norfolk Southern common stock. The filing indicates the reporting person is a director of the company and that the derivative securities are held directly.
Norfolk Southern Corp (NSC) director Mary Kathryn Heitkamp reported an automatic equity-related transaction. On 11/20/2025, she received 5.7009 restricted stock units (RSUs) under the Norfolk Southern Corporation Long-Term Incentive Plan. These RSUs were credited as dividend equivalent payments, based on the market value of Norfolk Southern common stock on the dividend payment date.
Each RSU represents a right to receive one share of Norfolk Southern common stock, so these units will ultimately be settled in common stock. Following this transaction, Heitkamp beneficially owned 1,189.0435 derivative securities in the form of RSUs, held directly.
Norfolk Southern Corporation (NSC) reported an insider equity award on a Form 4 for a company director. On 11/20/2025, the director received 5.7009 restricted stock units as dividend equivalent payments under the Norfolk Southern Corporation Long-Term Incentive Plan. These units were calculated based on the market value of Norfolk Southern common stock on the dividend payment date and will ultimately be settled in common stock.
Following this transaction, the director beneficially owned 1,189.0435 restricted stock units, held directly. The filing indicates it was made by one reporting person in the capacity of director, reflecting routine equity-based compensation rather than an open-market trade.
Norfolk Southern Corporation (NSC) reported a Form 4 transaction for a director, reflecting routine equity compensation activity rather than an open-market trade. On 11/20/2025, the director received 41.5347 restricted stock units under the company’s Long-Term Incentive Plan. These units were credited as dividend equivalent payments, based on the market value of Norfolk Southern common stock on the dividend payment date, and will ultimately be settled in common shares.
Each unit represents the right to receive one share of common stock in the future, so this filing shows incremental growth in the director’s equity-based interest aligned with shareholder dividends. Following this transaction, the director beneficially owned 8,662.9 derivative securities in the form of restricted stock units held directly.