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 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.
Norfolk Southern Corporation is asking shareholders to vote at its virtual annual meeting on May 7, 2026, to elect 12 directors for one-year terms, ratify KPMG as auditor for 2026, and approve an advisory resolution on executive compensation.
The proxy highlights a pending merger with Union Pacific that would create what the company describes as America’s first transcontinental railroad, subject to regulatory review. Governance changes in 2025 included appointing Richard Anderson as independent Board Chair, refreshing board committees, and elevating enterprise risk management, capital budgeting, and cybersecurity oversight to the full Board.
Operationally, 2025 results show railway operating revenues of $12.2 billion, operating ratio of 64.2% (63.2% adjusted), operating income of $4.356 billion ($4.496 billion adjusted), and diluted EPS of $12.75, up 10% from 2024. The company also reports record fuel efficiency, saving over 26 million gallons of diesel, and its lowest injury and accident rates in more than a decade.
NORFOLK SOUTHERN CORP director Lori Ryerkerk reported an automatic award of restricted stock units. On February 20, she acquired 3.055 restricted stock units, valued at $315.715 per unit, credited as dividend equivalent payments under the company’s Long-Term Incentive Plan and ultimately payable in common stock.
LAMPHERE GILBERT H reported acquisition or exercise transactions in this Form 4 filing.
Norfolk Southern director Gilbert H. Lamphere reported an automatic award of restricted stock units on February 20, 2026. He was credited with 2.6597 restricted stock units as dividend-equivalent payments, based on a reference price of $315.7150 per share, bringing his total direct restricted stock unit holdings to 624.6597 units. These units are scheduled to be settled in Norfolk Southern common stock.
Norfolk Southern Corporation director Christopher T. Jones received an automatic dividend-related equity award. He acquired 22.3616 restricted stock units on the long-term incentive plan’s dividend payment date, valued at $315.7150 per unit. After this grant, his direct holdings under the plan total 5,251.9063 restricted stock units, which will ultimately be settled in common stock.
Norfolk Southern Corp director Mary Kathryn Heitkamp acquired 7.744 restricted stock units. The units were credited to her account on February 20, 2026 under the Norfolk Southern Long-Term Incentive Plan as dividend-equivalent payments based on the market value of the company’s common stock on the dividend date.
After this grant, her direct holdings of restricted stock units increased to 1,818.7875 units, which will ultimately be settled in Norfolk Southern common stock.
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.