Welcome to our dedicated page for Norfolk Southern SEC filings (Ticker: NSC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Norfolk Southern Corporation (NYSE: NSC) SEC filings page on Stock Titan provides structured access to the company’s regulatory disclosures, drawn in real time from the SEC’s EDGAR system. As a Virginia-incorporated freight railroad with common stock listed on the New York Stock Exchange, Norfolk Southern files annual reports on Form 10-K, quarterly reports on Form 10-Q, and numerous current reports on Form 8-K that document material events and corporate developments.
For Norfolk Southern, Form 8-K filings are especially important. Recent 8-Ks describe the Agreement and Plan of Merger with Union Pacific Corporation, the structure and terms of the stock-and-cash consideration, the anticipated delisting and deregistration of NSC shares upon closing, and the joint application to the Surface Transportation Board to approve the proposed combination. Other 8-Ks report quarterly and second-quarter financial results, dividend declarations, special shareholder meeting outcomes, executive compensation arrangements related to the transaction, and updates on litigation and supplemental disclosures.
Norfolk Southern’s 10-K and 10-Q reports, which are referenced in these 8-Ks, contain detailed discussions of risk factors, including those related to the Eastern Ohio incident, environmental remediation obligations, regulatory changes, and the potential impacts of the proposed merger. They also provide management’s analysis of operating performance, capital structure, and network operations across the company’s 22-state freight transportation system.
On this page, Stock Titan enhances Norfolk Southern’s filings with AI-powered summaries that explain the key points of lengthy documents such as 10-Ks, 10-Qs, and complex merger-related 8-Ks. Users can quickly see what each filing covers, from transaction terms and closing conditions to non-GAAP reconciliations and forward-looking statements. The page also surfaces insider and governance-related disclosures when available, helping users track executive compensation arrangements, retention bonuses tied to the merger, and shareholder voting results reported under Item 5.07 of Form 8-K.
Whether you are reviewing historical filings about Norfolk Southern’s dividend history, analyzing current reports on the Union Pacific transaction, or examining risk disclosures and legal proceedings, this filings page offers a consolidated view of NSC’s regulatory record with AI assistance to make complex railroad and merger documentation easier to understand.
Norfolk Southern Corporation, through its Norfolk Southern Railway subsidiary, renewed the financing arrangements for its Atlanta headquarters building with BA Leasing BSC, LLC, covering an aggregate lease amount of about $498.7 million under amended and restated agreements.
The updated structure treats the arrangement as a finance lease rather than an operating lease, with a new five‑year base term starting April 1, 2026. Norfolk Southern Railway will pay monthly rent at a floating rate based on Term SOFR plus a margin and remains responsible for maintenance, insurance, taxes and other operating costs under a triple‑net lease. The parent company has unconditionally guaranteed all lease obligations and must, near the end of the term, either extend the lease, purchase the building, or arrange a third‑party sale.
Huffard John C Jr reported acquisition or exercise transactions in this Form 4 filing.
Norfolk Southern Corp director John C. Huffard Jr. received a grant of 184.669 deferred stock units under the company’s Directors’ Deferred Fee Plan. The units were credited based on the $287.0000 closing market value of Norfolk Southern common stock on the last trading day of the quarter.
Following this grant, Huffard’s account holds a total of 2,941.6927 deferred stock units. These units are part of his deferred quarterly fees and will be settled in cash, not in shares, upon retirement or at another time allowed under the plan.
NORFOLK SOUTHERN CORP director Richard H. Anderson acquired deferred stock units as part of his director compensation. He received 233.4495 deferred stock units on the basis of the closing market value of the company’s common stock of $287.0000 on the last trading day of the quarter.
Following this grant, his account under the Norfolk Southern Corporation Directors' Deferred Fee Plan reflects a total of 1,506.4479 deferred stock units. These units are bookkeeping entries that will ultimately be settled in cash, not in shares of common stock, upon his retirement or at another time elected under the plan.
The Vanguard Group amended its Schedule 13G filing regarding Norfolk Southern Corp common stock, reporting zero beneficial ownership. The amendment notes an internal realignment on January 12, 2026 that led certain subsidiaries or business divisions to report holdings separately in reliance on SEC Release No. 34-39538. The filing lists 0 shares beneficially owned and 0% of the class, with no sole or shared voting or dispositive power.
Norfolk Southern Corporation is asking shareholders to vote at its virtual annual meeting on May 7, 2026, to elect 12 directors for one-year terms, ratify KPMG as auditor for 2026, and approve an advisory resolution on executive compensation.
The proxy highlights a pending merger with Union Pacific that would create what the company describes as America’s first transcontinental railroad, subject to regulatory review. Governance changes in 2025 included appointing Richard Anderson as independent Board Chair, refreshing board committees, and elevating enterprise risk management, capital budgeting, and cybersecurity oversight to the full Board.
Operationally, 2025 results show railway operating revenues of $12.2 billion, operating ratio of 64.2% (63.2% adjusted), operating income of $4.356 billion ($4.496 billion adjusted), and diluted EPS of $12.75, up 10% from 2024. The company also reports record fuel efficiency, saving over 26 million gallons of diesel, and its lowest injury and accident rates in more than a decade.
NORFOLK SOUTHERN CORP director Lori Ryerkerk reported an automatic award of restricted stock units. On February 20, she acquired 3.055 restricted stock units, valued at $315.715 per unit, credited as dividend equivalent payments under the company’s Long-Term Incentive Plan and ultimately payable in common stock.
LAMPHERE GILBERT H reported acquisition or exercise transactions in this Form 4 filing.
Norfolk Southern director Gilbert H. Lamphere reported an automatic award of restricted stock units on February 20, 2026. He was credited with 2.6597 restricted stock units as dividend-equivalent payments, based on a reference price of $315.7150 per share, bringing his total direct restricted stock unit holdings to 624.6597 units. These units are scheduled to be settled in Norfolk Southern common stock.
Norfolk Southern Corporation director Christopher T. Jones received an automatic dividend-related equity award. He acquired 22.3616 restricted stock units on the long-term incentive plan’s dividend payment date, valued at $315.7150 per unit. After this grant, his direct holdings under the plan total 5,251.9063 restricted stock units, which will ultimately be settled in common stock.
Norfolk Southern Corp director Mary Kathryn Heitkamp acquired 7.744 restricted stock units. The units were credited to her account on February 20, 2026 under the Norfolk Southern Long-Term Incentive Plan as dividend-equivalent payments based on the market value of the company’s common stock on the dividend date.
After this grant, her direct holdings of restricted stock units increased to 1,818.7875 units, which will ultimately be settled in Norfolk Southern common stock.