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 Corporation (NSC) reported a routine insider equity award update for director Francesca A. DeBiase. On 11/20/2025, she was credited with 7.227 restricted stock units (RSUs) under the Norfolk Southern Long-Term Incentive Plan. These RSUs were granted as dividend equivalent payments, meaning they were calculated 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 in the future, so these units ultimately will be settled in shares rather than cash. Following this transaction, DeBiase beneficially owned 1,507.3321 RSUs directly. The filing reflects standard director compensation mechanics rather than an open-market purchase or sale.
Norfolk Southern Corp. (NSC) director reports automatic stock-based award activity. On 11/20/2025, the reporting person received 9.0001 restricted stock units under the Norfolk Southern Corporation Long-Term Incentive Plan. The units were credited as dividend equivalent payments on existing restricted stock units, based on the market value of Norfolk Southern common stock of $282.86 on the dividend payment date.
After this transaction, the reporting person beneficially owned 1,877.1633 restricted stock units, held in direct ownership. These restricted stock units are scheduled to be settled in shares of Norfolk Southern common stock in the future, aligning the director’s economic interest with shareholders over time.
Norfolk Southern Corporation (NSC) director transaction: A company director reported receiving 5.7009 restricted stock units on 11/20/2025 under the Norfolk Southern Corporation 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 a reference price of $282.86 per share.
Following this transaction, the director beneficially owns a total of 1,189.0435 derivative securities in the form of restricted stock units, held directly. The units will ultimately be settled in Norfolk Southern common stock, aligning the director’s interests with those of shareholders through equity-based compensation.
Norfolk Southern (NSC) director Form 4 shows routine equity-related awards tied to dividends. On 11/20/2025, the reporting director received 12.2824 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 units will ultimately be settled in cash when the director retires or at another time allowed under the plan.
The director also received 22.0911 restricted stock units under the Long-Term Incentive Plan as dividend equivalents on existing restricted stock units, calculated using the market value of the common stock on the dividend payment date. These restricted stock units will ultimately be settled in common stock. Following these transactions, the director beneficially owns 2,561.735 deferred stock units and 4,607.5447 restricted stock units, all reported as directly owned.
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.