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 Corporation EVP & CFO Jason Andrew Zampi reported equity compensation activity and related tax-withholding on January 30, 2026. He acquired Common Stock through the vesting of previously granted restricted stock units, including 673, 252, 135 and 15 shares at an exercise price of $0.0000 per share.
To cover taxes, shares of Common Stock were withheld under transaction code F, with examples including 5, 37, 69 and 183 shares at $289.235 per share. Following these transactions, he directly held 4,145 shares of Common Stock. He also received a new award of 4,149 restricted stock units, each economically equivalent to one share of Common Stock, which will settle in stock and vest ratably in three annual installments beginning one year after the January 30, 2026 grant date.
Norfolk Southern EVP & Chief Commercial Officer Claude E. Elkins reported equity compensation activity dated January 30, 2026. He received 4,149 Restricted Stock Units (RSUs) under the Long-Term Incentive Plan, each economically equivalent to one share of common stock and settling in stock.
On the same date, previously granted RSUs vested and were converted into 777 and 527 shares of common stock, while 144 and 212 shares were withheld at $289.235 per share to cover taxes. After these transactions, Elkins directly held 3,365 common shares, 8,584 RSUs, and 131.6505 shares indirectly through a 401(k) plan.
Norfolk Southern executive Anil Bhatt, EVP & CIDO, reported several equity award transactions on January 30, 2026. He received 3,423 Restricted Stock Units (RSUs) under the company’s Long-Term Incentive Plan, each equivalent to one share of common stock and settling in stock over time.
Vesting of earlier RSU grants led to the acquisition of 641 and 220 shares of common stock at $0.0000 per share. On the same date, 60 and 175 common shares were disposed of at $289.235 per share. After these transactions, Bhatt beneficially owned 2,039 common shares directly and 12,528 RSUs.
The Vanguard Group filed an amended Schedule 13G reporting its beneficial ownership of Norfolk Southern Corp common stock. Vanguard reports beneficial ownership of 20,824,287 shares, representing 9.28% of the outstanding common stock as of 12/31/2025.
Vanguard has shared voting power over 2,346,171 shares and shared dispositive power over 20,824,287 shares, with no sole voting or dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Norfolk Southern. Vanguard also notes a January 12, 2026 internal realignment, after which certain subsidiaries are expected to report beneficial ownership separately.
Norfolk Southern Corporation furnished an 8‑K to share its fourth‑quarter and full‑year 2025 results. The company reports that it issued a press release and separate quarterly financial data for the 2025 fourth quarter on January 29, 2026.
The press release is provided as Exhibit 99.1 and the detailed 2025 Q4 financial data as Exhibit 99.2, both incorporated by reference and also available on the company’s website. This financial information is unaudited and is presented as supplemental disclosure rather than being deemed filed under Section 18 of the Exchange Act.
Norfolk Southern Corporation President & CEO Mark R. George reported routine equity compensation activity. On January 26, 2026, 625 shares of Common Stock were acquired at $0.0000 upon the exercise of Restricted Stock Units, and 245 shares were disposed of at $288.3125 per share. On January 27, 2026, 775 shares were acquired at $0.0000 and 303 shares were disposed of at $289.905 per share. Following these transactions, he beneficially owned 18,918 shares of Common Stock directly and 17,010 Restricted Stock Units, each representing the economic equivalent of one share and granted under the Norfolk Southern Corporation Long-Term Incentive Plan.
Norfolk Southern Corporation Vice President & Controller Claiborne L. Moore reported routine equity compensation activity. On January 26 and 27, 2026, portions of two restricted stock unit (RSU) awards granted in 2022 and 2023 vested, converting 247 and 254 RSUs into the same number of common shares at an exercise price of $0.0000.
On each vesting date, Norfolk Southern withheld 68 and 70 common shares, respectively, at prices of $288.3125 and $289.905 to cover tax obligations, leaving Moore with 4,481 directly held common shares afterward. Separately, approximately 229.2879 additional common shares were credited to Moore’s account in the company’s Thrift and Investment Plan 401(k).
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 EVP & Chief Commercial Officer Claude E. Elkins reported routine equity compensation activity. On January 26, 2026, 520 restricted stock units granted in 2023 converted into 520 shares of common stock at $0 exercise price. The company withheld 142 shares at $288.3125 per share to cover taxes, leaving 2,043 shares held directly.
On January 27, 2026, 515 restricted stock units granted in 2022 converted into 515 shares, with 141 shares withheld at $289.905 for taxes, leaving 2,417 shares held directly. Elkins also holds about 130.3291 shares indirectly through a 401(k) plan and continues to hold 4,950 and 4,435 restricted stock units from the 2023 and 2022 grants.
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.