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 Francesca A. DeBiase reported an acquisition of restricted stock units tied to dividend equivalents. On February 20, 2026, she was credited with 9.105 restricted stock units at a reference value of $315.715 per unit under the company’s Long-Term Incentive Plan.
According to the filing, these units were credited as dividend equivalent payments on existing restricted stock units, based on the market value of Norfolk Southern common stock on the dividend payment date. After this transaction, DeBiase’s direct holdings under the plan total 2,138.4371 restricted stock units, which will ultimately be settled in common stock.
Norfolk Southern Corp director Phillip S. Davidson reported an acquisition of restricted stock units tied to the company’s long-term incentive plan. He was credited with 10.6864 restricted stock units on February 20, 2026, based on the market value of Norfolk Southern common stock on the dividend payment date.
These units were credited as dividend equivalent payments on restricted stock units he already holds and will ultimately be settled in Norfolk Southern common stock. Following this credit, Davidson’s direct holdings under the plan total 2,509.8497 restricted stock units.
NORFOLK SOUTHERN CORP director William Clyburn Jr. acquired 7.744 restricted stock units on February 20, 2026 as a grant/award under the company’s Long-Term Incentive Plan. These units were credited as dividend equivalents valued at $315.715 per unit, bringing his total restricted stock units to 1,818.7875, which ultimately will be settled in common stock.
NORFOLK SOUTHERN CORP director John C. Huffard Jr. reported routine equity-related awards tied to dividend payments. He acquired 11.7198 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value on the dividend date; these units will ultimately be settled in cash after retirement or at another elected time. He also acquired 22.3616 restricted stock units under the Long-Term Incentive Plan through dividend equivalent payments, calculated on the market value on the dividend date, which will ultimately be settled in common stock.
NORFOLK SOUTHERN CORP director Richard H. Anderson reported acquiring additional stock-based awards through dividend equivalents rather than open-market trades. He received 5.4114 deferred stock units under the Directors' Deferred Fee Plan, based on the closing market value on the dividend date; these will ultimately be settled in cash after retirement or another elected time. He also received 10.0869 restricted stock units under the Long-Term Incentive Plan as dividend-equivalent payments, calculated from the market value on the dividend date, which will ultimately be settled in common stock.
Norfolk Southern Corporation filed its annual report summarizing stronger 2025 results and progress toward a planned merger with Union Pacific. The deal would create a transcontinental railroad, with each Norfolk Southern share converted into one Union Pacific common share plus $88.82 in cash, subject to Surface Transportation Board approval and other conditions. Either party may owe a $2.5 billion termination fee if the merger ends under certain circumstances.
In 2025, railway operating revenues were $12.2 billion, with operating expenses of $7.8 billion, producing income from railway operations of $4.4 billion. Net income reached $2.9 billion, or $12.75 in diluted EPS, and the railway operating ratio improved to 64.2%. Merchandise freight generated 63% of revenue, intermodal 25%, and coal 12%. The company continued to address costs and recoveries related to the 2023 Eastern Ohio derailment while investing over $2.2 billion in property additions.
Norfolk Southern director Gilbert H. Lamphere reported equity compensation activity involving restricted stock units and common stock. On January 30, 2026, he received 622 restricted stock units under the Norfolk Southern Corporation Long-Term Incentive Plan, each equal in value to one share of common stock and vesting in full on the first anniversary of the grant date.
On the same date, 700 previously granted restricted stock units from a January 30, 2025 award were settled in Norfolk Southern common stock, representing the sole installment of that grant. After these transactions, Lamphere directly held 3,647 shares of common stock and 1,322 restricted stock units.
Norfolk Southern Corporation director Lori Ryerkerk received a grant of restricted stock units. On January 30, 2026, she was credited with 622 Restricted Stock Units under the Norfolk Southern Corporation Long-Term Incentive Plan. Each unit is the economic equivalent of one share of common stock and will be settled in common stock.
These units vest in full on the first anniversary of the grant date. Following this grant, Ryerkerk beneficially owns 1,336.4613 derivative securities in the form of Restricted Stock Units, held directly.
Norfolk Southern Corporation director Christopher T. Jones received a grant of restricted stock units. On January 30, 2026, he was awarded 622 restricted stock units under the Norfolk Southern Corporation Long-Term Incentive Plan, at a price of $0.00 per unit.
Each unit is economically equivalent to one share of Norfolk Southern common stock and will be settled in common shares. These units vest in full on the first anniversary of the grant date. Following this grant, Jones beneficially owns a total of 5,229.5447 derivative securities reported as directly held.
Norfolk Southern Corporation director John C. Huffard Jr. received a grant of 622 Restricted Stock Units on January 30, 2026 under the company’s Long-Term Incentive Plan. Each unit is economically equivalent to one share of common stock and will be settled in common shares.
The RSUs vest in full on the first anniversary of the grant date, tying compensation to the company’s future performance. Following this award, Huffard beneficially holds 5,229.5447 derivative securities related to Norfolk Southern common stock in direct ownership.