Vanguard discloses 9.28% Norfolk Southern (NYSE: NSC) stake

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 12)

Norfolk Southern Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

655844108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 655844108

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,346,171.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,824,287.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,824,287.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.28 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: On January 12, 2026, The Vanguard Group, Inc. went through an internal realignment. As of that date, The Vanguard Group, Inc. no longer performs portfolio management services or administers proxy voting. In accordance with SEC Release No. 34-39538 (January 12, 1998), The Vanguard Group, Inc. anticipates that certain subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that currently have, or are deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Norfolk Southern Corp
(b)	Address of issuer's principal executive offices: 650 West Peachtree Street, Northwest, Atlanta, GA, 30308
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 655844108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 20824287
(b)	Percent of class: 9.28 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2346171
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 20824287
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	01/30/2026

FAQ

What percentage of Norfolk Southern (NSC) shares does Vanguard own?

The Vanguard Group reports beneficial ownership of 9.28% of Norfolk Southern’s common stock. This corresponds to 20,824,287 shares as of December 31, 2025. The position is reported on a Schedule 13G, indicating a passive investment held in the ordinary course of business.

How many Norfolk Southern (NSC) shares does Vanguard report on its Schedule 13G/A?

Vanguard reports beneficial ownership of 20,824,287 Norfolk Southern common shares. These shares represent 9.28% of the company’s outstanding common stock as of December 31, 2025, and are held on behalf of Vanguard’s clients, including registered investment companies and other managed accounts.

What voting and dispositive power does Vanguard have over Norfolk Southern (NSC) shares?

Vanguard reports shared voting power over 2,346,171 shares and shared dispositive power over 20,824,287 shares. It has no sole voting or sole dispositive power, meaning decisions are made collectively or through its relevant entities rather than unilaterally by The Vanguard Group itself.

Did Vanguard’s internal realignment affect its Norfolk Southern (NSC) reporting?

Yes. Vanguard notes an internal realignment effective January 12, 2026. After this change, The Vanguard Group, Inc. no longer performs portfolio management or proxy voting, and certain subsidiaries or business divisions are expected to report beneficial ownership separately on a disaggregated basis, while pursuing the same investment strategies.

Is Vanguard’s Norfolk Southern (NSC) stake intended to influence control of the company?

No. Vanguard certifies the shares are held in the ordinary course of business. The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of Norfolk Southern and are not part of any transaction with that objective.

Who ultimately benefits from Vanguard’s Norfolk Southern (NSC) holdings?

Vanguard’s clients have the economic interest in these Norfolk Southern shares. The filing explains that clients, including registered investment companies and other managed accounts, have the right to receive dividends or sale proceeds. No single other person’s interest exceeds 5% of the class.