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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 & 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 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.