Vanguard (NYSE: NSC) reports 7.55% beneficial holding in Norfolk Southern

Rhea-AI Filing Summary

Norfolk Southern Corp ownership filing shows Vanguard Capital Management reports beneficial ownership of 16,955,045 shares of Common Stock, equal to 7.55% of the class as reported for 03/31/2026. The filing lists 2,368,386 shares with sole voting power and 16,955,045 shares with sole dispositive power. The filing is signed on 04/30/2026.

Insights

Institutional Ownership Analyst

Vanguard holds a significant passive stake in Norfolk Southern at 7.55%.

Vanguard Capital Management reports beneficial ownership of 16,955,045 shares, representing 7.55% of the outstanding common stock as of 03/31/2026. The filing attributes sole dispositive power over all reported shares and sole voting power over 2,368,386 shares, consistent with institutional custodial arrangements.

Ownership at this scale can register Vanguard as a prominent holder; however, Schedule 13G status indicates passive intent rather than an activist posture. Subsequent filings would disclose any change in intent or material transactions.

Key Figures

Beneficial ownership: 16,955,045 shares Percent of class: 7.55% Sole voting power: 2,368,386 shares +3 more

6 metrics

Beneficial ownership 16,955,045 shares reported as of 03/31/2026

Percent of class 7.55% percent of common stock as reported

Sole voting power 2,368,386 shares shares with sole voting power

Sole dispositive power 16,955,045 shares shares with sole dispositive power

Filing type Schedule 13G passive institutional ownership report

Filing signature date 04/30/2026 signed by Ashley Grim

Key Terms

Schedule 13G, beneficially owned, sole dispositive power, percent of class

4 terms

Schedule 13G regulatory

"Vanguard Capital Management 2 | ... Schedule 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned financial

"this reflects the securities beneficially owned, or deemed to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power financial

"Sole Dispositive Power 16,955,045.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

percent of class market

"Percent of class: 7.55 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 11:34 AM Learn about SEC filing dates

FAQ

What stake does Vanguard report in Norfolk Southern (NSC)?

Vanguard reports beneficial ownership of 16,955,045 shares, representing 7.55% of Norfolk Southern's common stock as of 03/31/2026. The filing records sole dispositive power over those shares and sole voting power over 2,368,386 shares.

What type of SEC filing did Vanguard submit for NSC?

Vanguard submitted a Schedule 13G, a passive beneficial ownership report used by institutional investors. It indicates reporting of ownership and voting/dispositive powers without asserting an active acquisition intent or change in control strategy.

How much voting power does Vanguard have in NSC?

The filing shows Vanguard has sole voting power for 2,368,386 shares and shared voting power of 0 shares. It lists sole dispositive power for 16,955,045 shares, reflecting control over disposition decisions.

When are the reporting and signature dates for this filing?

The ownership is reported as of 03/31/2026 and the filing is signed on 04/30/2026 by Ashley Grim, Head of Global Fund Administration for Vanguard Capital Management.

Does the filing identify who receives dividends or sale proceeds?

The filing states Vanguard Capital Management and certain affiliates have the right to receive or direct dividends or sale proceeds for the reported securities, and no single other person holds more than 5% of the class.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Norfolk Southern Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

655844108

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 655844108

1

Names of Reporting Persons

Vanguard Capital Management

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 2,368,386.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 16,955,045.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

16,955,045.00

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)

7.55 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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: Vanguard Capital Management
(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 Number(s): 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: 16955045
(b)	Percent of class: 7.55 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2368386
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 16955045
	(iv) Shared power to dispose or to direct the disposition of: 0
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. Vanguard Capital Management, 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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/30/2026