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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. Departure of Chief Operating Officer On May 31, 2026, John Orr, Executive Vice President & Chief Operating Officer of Norfolk Southern Corporation (the “Company”), notified the Company of his intention to resign from the Company for “good reason” on account of proposed changes in the Company’s operations that would result in a diminution of his duti…
Results of Operations and Financial Condition.
Entry into a Material Definitive Agreement. On April 1, 2026 (the “Closing Date”), Norfolk Southern Corporation (the “Company”), through its wholly-owned freight railroad subsidiary Norfolk Southern Railway Company (“NSRC”), entered into certain amended and restated agreements to renew the lease of its corporate headquarters building located at 650 West Peachtree Street NW, Atlanta, Georgia (the “Building”) for an additional five-year term. Those agreements included (collectively, the “Transa…
Results of Operations and Financial Condition.
Regulation FD Disclosure. On December 19, 2025 Union Pacific Corporation (“Union Pacific”) and Norfolk Southern Corporation (“Norfolk Southern ”) issued a joint press release announcing that they have filed an application with the Surface Transportation Board requesting approval of the proposed combination of the two companies and held a conference call to discuss key points of such application. A copy of the press release and transcript of the call are being furnished as Exhibits 99.1 and 99…
Other Events. As previously disclosed, on July 28, 2025, Norfolk Southern Corporation, a Virginia corporation (“ Norfolk Southern ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Norfolk Southern, Union Pacific Corporation, a Utah corporation (“ Union Pacific ”), Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of Union Pacific (“ Merger Sub 1 ”) and Ruby Merger Sub 2 LLC, a Virginia limited liability company an…
Results of Operations and Financial Condition
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 23, 2025, the Compensation and Talent Management Committee (the “Committee”) of the Board of Directors of Norfolk Southern Corporation (“Norfolk Southern”) approved the grant of one-time cash retention awards (each, an “Award”) to each of Norfolk Southern’s named executive officers pursuant to Norfolk Southern’s previously established…
Entry into a Material Definitive Agreement. On July 28, 2025, Norfolk Southern Corporation, a Virginia corporation (“ Norfolk Southern ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Union Pacific Corporation, a Utah corporation (“ Union Pacific ”), Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of Union Pacific (“ Merger Sub 1 ”), and Ruby Merger Sub 2 LLC, a Virginia limited liability company and…
Results of Operations and Financial Condition
Other Events. On July 29, 2025, Norfolk Southern Corporation (“Norfolk Southern”) and Union Pacific Corporation (“Union Pacific”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of July 28, 2025, by and among Norfolk Southern, Union Pacific, Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of Union Pacific and Ruby Merger Sub 2 LLC, a Virginia limited liability company and a direct wholly owned subsid…
Regulation FD Disclosure On July 24, 2025, Norfolk Southern Corporation (the “Company”) issued a press release confirming that the Company and Union Pacific Corporation are engaged in advanced discussions regarding a potential business combination. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference. The information furnished pursuant to this
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 2, 2025, Claude Mongeau, Chair of the Board of Directors (the “Board”) of Norfolk Southern Corporation (the “Company”) resigned from the Board for personal reasons. The Board will appoint a successor Board Chair at its next scheduled meeting later this month.
Entry into a Material Definitive Agreement. See description under
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 2, 2025, Norfolk Southern Corporation (the “Registrant”) completed its offering of $400,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 (the “Notes”) pursuant to an Underwriting Agreement, dated April 28, 2025 (the “Agreement”), by and among the Registrant and BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC,…
Entry into a Material Definitive Agreement. On April 28, 2025, Norfolk Southern Corporation (the “Registrant”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, to issue and sell (i) $400,000,000 aggregate principal amount of the Registrant’s 5.100% Senior Notes due 2035 (the “Notes”) at a public offering price equal…
Results of Operations and Financial Condition
Results of Operations and Financial Condition
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of New Directors On January 27, 2025, the Board of Directors (the “Board”) of Norfolk Southern Corporation (the “Company”) elected Lori J. Ryerkerk to serve as a member of the Board of the Company. The Board of Directors appointed Ms. Ryerkerk to the Company’s Human Capital Management and Compensation and Governance and Nominating Committe…
Entry into a Material Definitive Agreement. On November 13, 2024, Norfolk Southern Corporation (the “ Company ”) entered into a cooperation agreement (the “Cooperation Agreement”) with Ancora Catalyst Institutional, LP and certain of its affiliates (together, the “ Ancora Parties ”). The following is a summary of the material terms of the Cooperation Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of whi…
Results of Operations and Financial Condition
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On September 30, 2024, Alan H. Shaw confirmed his resignation from the Board of Directors of Norfolk Southern Corporation, effective immediately. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORFOLK SO…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. (c) Appointment of Chief Financial Officer On September 24, 2024, the Board of Directors (the “Board”) of Norfolk Southern Corporation (the “Company”) appointed Jason A. Zampi, the current Acting Chief Financial Officer, as Executive Vice President, Chief Financial Officer and Treasurer (“CFO”). Mr. Zampi, age 49, has served as Acting Chief Financia…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. (b) Departure of Chief Executive Officer and Director On September 11, 2024, the Board of Directors of Norfolk Southern Corporation (the “Company”) terminated Alan H. Shaw, President and Chief Executive Officer of the Company, in connection with preliminary findings from an ongoing investigation conducted by independent counsel that determined Shaw…
Results of Operations and Financial Condition
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