{"filings":[{"id":98372,"accession_number":"0001193125-26-214920","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2026-05-08T23:59:59+00:00","items":["5.07"],"status":"ready","headline":"Norfolk Southern shareholders elect all 12 directors, ratify KPMG, approve Say on Pay at 2026 annual meeting","event_type":"other_material","confidence":"high","bullets":["All twelve director nominees elected with strong majority votes; each received over 148M votes for.","KPMG ratified as independent auditor for FY2026: 173.5M for, 10.3M against, 335k abstain.","Advisory Say on Pay passed with 145.1M votes for (94.5% of votes cast); broker non-votes 29.5M."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.25,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":98371,"accession_number":"0001193125-26-175084","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2026-04-24T23:59:59+00:00","items":["2.02","7.01","9.01"],"status":"ready","headline":"Norfolk Southern Q1 EPS $2.43 (-27% YoY); operating ratio 70.7%","event_type":"earnings","confidence":"high","bullets":["Railway operating revenues $3.0B flat YoY; volume down 1%.","Reported diluted EPS $2.43, down $0.88 or 27% vs Q1 2025.","Income from railway operations $877M, down $269M or 23% YoY; operating ratio 70.7% vs 61.7%.","Adjusted EPS (excl. Eastern Ohio and merger costs) $2.65, down 1% YoY.","Merger-related expenses $52M; Eastern Ohio net expense $10M vs $185M recovery in prior year."],"consensus_eps_estimate":null,"consensus_eps_actual":2.43,"consensus_revenue_estimate":null,"consensus_revenue_actual":2998000000.0,"consensus_period":"2026-Q1","consensus_source":"xbrl_only","sentiment":"negative","materiality_score":0.75,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":98370,"accession_number":"0001193125-26-140350","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2026-04-02T23:59:59+00:00","items":["1.01","9.01"],"status":"ready","headline":"Norfolk Southern renews HQ lease for 5 years, $498.7M aggregate; reclassifies as finance lease","event_type":"other_material","confidence":"high","bullets":["Renewed lease for headquarters at 650 West Peachtree Street, Atlanta, for a 5-year term starting April 1, 2026.","Aggregate lease amount of approximately $498.7 million at floating interest rate (Term SOFR plus margin).","Lease reclassified from operating to finance lease for financial reporting purposes.","Norfolk Southern Corporation guarantees subsidiary's obligations under the lease.","BAL (BA Leasing BSC, LLC) now sole counterparty; previous bank interests transferred."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.5,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":113792,"accession_number":"0001193125-26-028244","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2026-01-29T23:59:59+00:00","items":["2.02","7.01","9.01"],"status":"ready","headline":"Norfolk Southern Q4 adj. EPS $3.22 (+6%); revenue $3.0B (-2%); OR 65.3%","event_type":"earnings","confidence":"high","bullets":["Q4 revenue $3.0B (-2% YoY); volume down 4%. Income from railway ops $937M (-17%).","Adjusted Q4 income from railway ops $1.0B (-3%); adjusted operating ratio 65.3% vs 62.6% reported.","Adjusted Q4 diluted EPS $3.22, up $0.18 (+6%) from adjusted Q4 2024.","Full year revenue $12.2B; adjusted diluted EPS $12.49, up 5% YoY; operating ratio improved 80 bps adj.","Exceeded productivity target: $215M in annual savings; repurchased 2.2M shares for $533M in 2025."],"consensus_eps_estimate":null,"consensus_eps_actual":12.75,"consensus_revenue_estimate":null,"consensus_revenue_actual":12180000000.0,"consensus_period":"2025-FY","consensus_source":"xbrl_only","sentiment":"positive","materiality_score":0.7,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":130198,"accession_number":"0001193125-25-327039","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-12-19T23:59:59+00:00","items":["7.01"],"status":"ready","headline":"Norfolk Southern & Union Pacific file STB merger application for first transcontinental railroad","event_type":"m_and_a","confidence":"high","bullets":["7,000-page application filed with STB on Dec. 19, 2025; 2,000 support letters; 99% shareholder approval at both companies.","End-to-end combination to create 50,000 route-mile network connecting 43 states and 100+ ports.","Expects to shift 2 million truckloads from road to rail annually; estimated 60,000 car-miles saved per day.","Protects all union jobs; expects ~900 net new union jobs by year three; $2.1B incremental capital planned.","Transaction expected to close by early 2027, subject to STB approval and oversight."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":130197,"accession_number":"0001193125-25-283950","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-11-17T23:59:59+00:00","items":["5.07","8.01","9.01"],"status":"ready","headline":"Norfolk Southern shareholders approve merger with Union Pacific; ~99% vote FOR","event_type":"m_and_a","confidence":"high","bullets":["Shareholders voted 162.2M FOR, 2.4M AGAINST, 310k abstain — ~98.6% of votes cast in favor.","Per share consideration: 1.0 Union Pacific share plus $88.82 cash.","Transaction expected to close by early 2027, subject to Surface Transportation Board approval.","CEO Mark George cites creation of first coast-to-coast transcontinental railroad.","Non-binding advisory vote on executive compensation also passed (152.7M FOR)."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":130196,"accession_number":"0001193125-25-270037","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-11-06T23:59:59+00:00","items":["8.01"],"status":"ready","headline":"Norfolk Southern discloses three shareholder lawsuits challenging UP merger; supplements proxy","event_type":"litigation","confidence":"high","bullets":["Three lawsuits filed in NY Supreme Court (Oct 23-26, 2025) allege disclosure deficiencies in merger proxy.","NS and UP voluntarily supplement proxy with advisor details (Morgan Stanley, BofA) to moot disclosure claims.","Special shareholder meetings for both companies set for Nov 14, 2025 to vote on the merger.","Supplemental disclosures include broker price target ranges and selected transaction multiples."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.65,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":130195,"accession_number":"0001193125-25-248775","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-10-23T23:59:59+00:00","items":["2.02","7.01","9.01"],"status":"ready","headline":"Norfolk Southern Q3 rev $3.1B (+2%), adj EPS $3.30 (+2%); raises FY25 productivity target to ~$200M","event_type":"earnings","confidence":"high","bullets":["GAAP EPS $3.16 vs $4.85 YoY (prior year included $380M railway line gains).","Adjusted operating ratio improved 10 bps to 63.3%; revenue up despite flat volumes.","Merger-related expenses $15M; restructuring costs $12M; Eastern Ohio net expense $13M.","Repurchased 2.2M shares ($533M) YTD 2025; no buyback in prior year period.","Raising 2025 productivity target to ~$200M from ~$175M, citing land sales and efficiency."],"consensus_eps_estimate":null,"consensus_eps_actual":9.88,"consensus_revenue_estimate":null,"consensus_revenue_actual":9206000000.0,"consensus_period":"2025-Q3","consensus_source":"xbrl_only","sentiment":"positive","materiality_score":0.7,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":146764,"accession_number":"0001193125-25-223388","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-09-29T23:59:59+00:00","items":["5.02","9.01"],"status":"ready","headline":"Norfolk Southern awards $13.25M retention bonuses to five NEOs for merger stability","event_type":"other_material","confidence":"high","bullets":["CEO Mark R. George receives $4M; CFO Jason A. Zampi $2.25M; John F. Orr $3M; Claude E. Elkins $2M; Anil Bhatt $2M.","Awards vest 25% on Apr 28, 2026, 25% on Jan 28, 2027, and 50% upon closing of Union Pacific merger.","Program adopted July 28, 2025 alongside merger agreement; awards approved Sept 23, 2025.","Full forfeiture if executive leaves before vesting; accelerated vesting on certain terminations without cause or post-close qualifying termination."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.65,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":146763,"accession_number":"0001193125-25-168147","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-07-29T23:59:59+00:00","items":["1.01","9.01"],"status":"ready","headline":"Union Pacific to acquire Norfolk Southern in stock-and-cash deal valued at $88.82 cash plus 1 UNP share per NSC share","event_type":"m_and_a","confidence":"high","bullets":["Each NSC share converts into 1 share of UNP common stock plus $88.82 in cash.","Transaction valued at implied premium; expected to close by Jan 28, 2028, subject to regulatory and shareholder approvals.","Union Pacific will pay Norfolk Southern a $2.5B termination fee under certain regulatory denial scenarios.","Three NSC directors, including Mark George and Richard Anderson, will join Union Pacific's board post-closing.","NSC common stock will be delisted from NYSE and deregistered upon completion of the merger."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.9,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":146762,"accession_number":"0001193125-25-167198","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-07-29T23:59:59+00:00","items":["2.02","7.01","9.01"],"status":"ready","headline":"Norfolk Southern Q2 EPS $3.41, announces $85B merger with Union Pacific","event_type":"m_and_a","confidence":"high","bullets":["Revenue $3.1B (+2% YoY), diluted EPS $3.41 vs $3.25; adjusted EPS $3.29 (+8%).","Shareholders to receive 1.0 UP share + $88.82 cash per NSC share; implied value ~$320/share.","Full-year revenue growth guidance revised to 2-3%; adjusted OR improvement 100-150 bps.","Productivity savings raised to $175M+; Q3 OR pressured due to weaker revenue early.","Repurchased 1.9M shares in H1 2025 for $455M."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":1.0,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":146761,"accession_number":"0001193125-25-167156","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-07-29T23:59:59+00:00","items":["8.01","9.01"],"status":"ready","headline":"Union Pacific to acquire Norfolk Southern for $320/sh; creates first transcontinental railroad","event_type":"m_and_a","confidence":"high","bullets":["Transaction values Norfolk Southern at $85B enterprise; combined enterprise over $250B.","Norfolk Southern shareholders to receive 1.0 UNP share + $88.82 cash per NSC share; $320 implied value.","Expected annualized synergies of approximately $2.75B; STB approval required; target close early 2027.","Combined network of over 50,000 route miles across 43 states, linking ~100 ports.","Union Pacific will issue ~225M shares; NSC shareholders to own 27% of combined company."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":1.0,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":146760,"accession_number":"0001193125-25-163962","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-07-24T23:59:59+00:00","items":["7.01","9.01"],"status":"ready","headline":"Norfolk Southern and Union Pacific in advanced merger discussions","event_type":"other_material","confidence":"high","bullets":["Norfolk Southern (NSC) and Union Pacific (UNP) confirmed advanced discussions for a potential business combination.","No assurances that an agreement will be reached; terms of any transaction not disclosed.","Companies do not intend to comment further unless disclosure is required or appropriate.","Press release issued July 24, 2025, confirming the talks."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.75,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":165181,"accession_number":"0001193125-25-140337","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-06-13T23:59:59+00:00","items":["7.01","9.01"],"status":"ready","headline":"Norfolk Southern elects Richard H. Anderson as independent board chair, effective immediately","event_type":"leadership","confidence":"high","bullets":["Anderson succeeds Claude Mongeau, who resigned June 2, 2025 for personal reasons.","Anderson is former CEO of Delta Air Lines, Optum Health, and Amtrak; joined NSC board in May 2024.","Board size reduced from 13 to 12 directors following Mongeau's resignation.","Jack Huffard appointed chair of Compensation and Talent Management Committee."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.6,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":165180,"accession_number":"0001193125-25-133796","cik":702165,"company_name":"NORFOLK SOUTHERN CORP","ticker":"NSC","form_type":"8-K","filed_at":"2025-06-03T23:59:59+00:00","items":["5.02","7.01","9.01"],"status":"ready","headline":"Norfolk Southern Board Chair Claude Mongeau resigns for personal reasons","event_type":"leadership","confidence":"high","bullets":["Claude Mongeau resigned from the Board effective June 2, 2025, citing personal reasons.","A new Board Chair will be elected at the next scheduled board meeting later in June 2025.","Mongeau had served as independent director since Sept 2019 and as Chair since May 2024.","CEO Mark R. George thanked Mongeau for his leadership during recent challenges and board integration."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.3,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null}],"next_cursor":null}