NSC NORFOLK SOUTHERN CORP

CIK 0000702165 50 ready 8-Ks latest June 1, 2026, 9:15 AM ET RSS · JSON

Activity: QUIET 0 filings / 30d vs 1 baseline Risk accumulating: repeated leadership change (2)

Ready 8-Ks 50

Latest filing June 1, 2026, 9:15 AM ET

Top materiality 1.00

Event mix earnings ×13 · leadership ×10 · other_material ×10

Sentiment 12 pos · 9 neg · 29 neu

Latest earnings reported 2026-Q1

Executive change recent →

Recent 8-K filings for NSC

Highest-materiality recent filing

Union Pacific to acquire Norfolk Southern for $320/sh; creates first transcontinental railroad

July 29, 2025, 7:59 PM ET M&A materiality 1.00 positive item 8.01 item 9.01

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.

Read filing →

June 1, 2026, 9:15 AM ET leadership materiality 0.70 neutral item 5.02 item 7.01 item 9.01 ◈ executive_change ×2

Norfolk Southern COO John Orr resigns; Brian Barr appointed successor effective June 1

John Orr resigned as EVP & COO effective May 31, 2026, citing good reason due to proposed operational changes.
May 8, 2026, 7:59 PM ET other material materiality 0.15 neutral item 5.07 ◈ Shareholder Votes ×3

Norfolk Southern shareholders elect all 12 directors, ratify KPMG, approve Say on Pay at 2026 annual meeting

All twelve director nominees elected with strong majority votes; each received over 148M votes for.
April 24, 2026, 7:59 PM ET earnings materiality 0.75 negative item 2.02 item 7.01 item 9.01 ◈ Earnings Releases

Norfolk Southern Q1 EPS $2.43 (-27% YoY); operating ratio 70.7%

Railway operating revenues $3.0B flat YoY; volume down 1%.
April 2, 2026, 7:59 PM ET other material materiality 0.50 neutral item 1.01 item 9.01 ◈ Material Agreements

Norfolk Southern renews HQ lease for 5 years, $498.7M aggregate; reclassifies as finance lease

Renewed lease for headquarters at 650 West Peachtree Street, Atlanta, for a 5-year term starting April 1, 2026.
January 29, 2026, 6:59 PM ET earnings materiality 0.70 positive item 2.02 item 7.01 item 9.01

Norfolk Southern Q4 adj. EPS $3.22 (+6%); revenue $3.0B (-2%); OR 65.3%

Q4 revenue $3.0B (-2% YoY); volume down 4%. Income from railway ops $937M (-17%).
December 19, 2025, 6:59 PM ET M&A materiality 0.85 positive item 7.01

Norfolk Southern & Union Pacific file STB merger application for first transcontinental railroad

7,000-page application filed with STB on Dec. 19, 2025; 2,000 support letters; 99% shareholder approval at both companies.
November 17, 2025, 6:59 PM ET M&A materiality 0.85 positive item 5.07 item 8.01 item 9.01

Norfolk Southern shareholders approve merger with Union Pacific; ~99% vote FOR

Shareholders voted 162.2M FOR, 2.4M AGAINST, 310k abstain — ~98.6% of votes cast in favor.
November 6, 2025, 6:59 PM ET litigation materiality 0.65 neutral item 8.01

Norfolk Southern discloses three shareholder lawsuits challenging UP merger; supplements proxy

Three lawsuits filed in NY Supreme Court (Oct 23-26, 2025) allege disclosure deficiencies in merger proxy.
October 23, 2025, 7:59 PM ET earnings materiality 0.70 positive item 2.02 item 7.01 item 9.01

Norfolk Southern Q3 rev $3.1B (+2%), adj EPS $3.30 (+2%); raises FY25 productivity target to ~$200M

GAAP EPS $3.16 vs $4.85 YoY (prior year included $380M railway line gains).
September 29, 2025, 7:59 PM ET other material materiality 0.65 neutral item 5.02 item 9.01

Norfolk Southern awards $13.25M retention bonuses to five NEOs for merger stability

CEO Mark R. George receives $4M; CFO Jason A. Zampi $2.25M; John F. Orr $3M; Claude E. Elkins $2M; Anil Bhatt $2M.
July 29, 2025, 7:59 PM ET M&A materiality 1.00 positive item 8.01 item 9.01

Union Pacific to acquire Norfolk Southern for $320/sh; creates first transcontinental railroad

Transaction values Norfolk Southern at $85B enterprise; combined enterprise over $250B.
July 29, 2025, 7:59 PM ET M&A materiality 1.00 positive item 2.02 item 7.01 item 9.01

Norfolk Southern Q2 EPS $3.41, announces $85B merger with Union Pacific

Revenue $3.1B (+2% YoY), diluted EPS $3.41 vs $3.25; adjusted EPS $3.29 (+8%).
July 29, 2025, 7:59 PM ET M&A materiality 0.90 neutral item 1.01 item 9.01

Union Pacific to acquire Norfolk Southern in stock-and-cash deal valued at $88.82 cash plus 1 UNP share per NSC share

Each NSC share converts into 1 share of UNP common stock plus $88.82 in cash.
July 24, 2025, 7:59 PM ET other material materiality 0.75 neutral item 7.01 item 9.01

Norfolk Southern and Union Pacific in advanced merger discussions

Norfolk Southern (NSC) and Union Pacific (UNP) confirmed advanced discussions for a potential business combination.
June 13, 2025, 7:59 PM ET leadership materiality 0.60 neutral item 7.01 item 9.01

Norfolk Southern elects Richard H. Anderson as independent board chair, effective immediately

Anderson succeeds Claude Mongeau, who resigned June 2, 2025 for personal reasons.
June 3, 2025, 7:59 PM ET leadership materiality 0.30 neutral item 5.02 item 7.01 item 9.01 ◈ executive_change

Norfolk Southern Board Chair Claude Mongeau resigns for personal reasons

Claude Mongeau resigned from the Board effective June 2, 2025, citing personal reasons.
May 9, 2025, 7:59 PM ET other material materiality 0.10 neutral item 5.07

Norfolk Southern shareholders elect all 13 director nominees and approve KPMG and say-on-pay

All 13 director nominees elected; Mark R. George received 171,317,566 votes for, 1,945,522 withheld.
May 2, 2025, 7:59 PM ET debt materiality 0.50 neutral item 1.01 item 2.03 item 9.01 ◈ Debt Financings

Norfolk Southern closes $400M offering of 5.100% Senior Notes due 2035

$400M aggregate principal of 5.100% Senior Notes due 2035 issued on May 2, 2025.
April 29, 2025, 7:59 PM ET debt materiality 0.50 neutral item 1.01 item 9.01

Norfolk Southern issues $400M of 5.100% Senior Notes due 2035

$400M aggregate principal of 5.100% Senior Notes due 2035.
April 23, 2025, 7:59 PM ET earnings materiality 0.75 positive item 2.02 item 7.01 item 9.01

Norfolk Southern Q1 adjusted EPS up 8% to $2.69; OR improves 200 bps to 67.9%

Adjusted diluted EPS $2.69, up $0.20 or 8% YoY; reported EPS $3.31 included $185M Eastern Ohio insurance benefit.
January 29, 2025, 6:59 PM ET earnings materiality 0.75 positive item 2.02 item 7.01 item 9.01

Norfolk Southern Q4 adj OR 64.9%, adj EPS $3.04; full-year adj OR 65.8%

Q4 revenue $3.0B (-2% YoY); GAAP diluted EPS $3.23 (+39%); adjusted EPS $3.04 (+7%).
January 27, 2025, 6:59 PM ET leadership materiality 0.45 neutral item 5.02 item 7.01 item 9.01 ◈ executive_change

Norfolk Southern appoints former Celanese CEO Lori Ryerkerk to board

Lori J. Ryerkerk, ex-CEO of Celanese Corp., elected to Norfolk Southern's Board effective Jan 27, 2025.
November 14, 2024, 6:59 PM ET other material materiality 0.70 positive item 1.01 item 7.01 item 9.01

Norfolk Southern and Ancora agree to add independent director, nominate four candidates for 2025 meeting

Cooperation agreement with Ancora Catalyst Institutional; board to expand to 14 directors from 13.
October 22, 2024, 7:59 PM ET earnings materiality 0.75 positive item 2.02 item 7.01 item 9.01

Norfolk Southern Q3 adjusted EPS $3.25 (+23% YoY); OR improves 570bps to 63.4%

Q3 revenue $3.1B (+3% YoY); GAAP diluted EPS $4.85, adjusted $3.25 (+23% YoY).
September 30, 2024, 7:59 PM ET leadership materiality 0.30 neutral item 5.02 ◈ executive_change

Norfolk Southern director Alan H. Shaw resigns effective immediately

Alan H. Shaw resigned from Norfolk Southern's Board of Directors, effective September 30, 2024.
September 24, 2024, 7:59 PM ET leadership materiality 0.60 neutral item 5.02 ◈ executive_change

Norfolk Southern appoints Jason Zampi as CFO with $600k base salary and $554k equity award

Jason A. Zampi, age 49, appointed EVP, CFO and Treasurer effective September 24, 2024; served as Acting CFO since Sept 11.
September 12, 2024, 7:59 PM ET leadership materiality 0.85 negative item 5.02 item 7.01 item 9.01 ◈ executive_change ×3

Norfolk Southern fires CEO Alan Shaw for policy violation; appoints CFO Mark George as CEO

Board terminated Alan H. Shaw for cause due to consensual relationship with Chief Legal Officer; no severance.
July 25, 2024, 7:59 PM ET earnings materiality 0.70 positive item 2.02 item 7.01 item 9.01

Norfolk Southern Q2 adj EPS $3.06, revenue $3.04B; reaffirms FY adj OR ~66%

GAAP net income $737M ($3.25 diluted EPS); adjusted EPS $3.06, up 4% YoY.
May 15, 2024, 7:59 PM ET other material materiality 0.15 negative item 5.07 ◈ Shareholder Votes ×5

Norfolk Southern annual meeting: three Ancora dissident directors elected; say-on-pay fails

Shareholders elected 13 directors including Ancora nominees William Clyburn Jr., Sameh Fahmy, and Gilbert Lamphere.
May 9, 2024, 7:59 PM ET other material materiality 0.60 neutral item 8.01 item 9.01

Norfolk Southern shareholders elect 10 of 13 company nominees; 3 Ancora nominees also join board

Shareholders elected 10 of the company's director nominees and 3 nominees from Ancora Alternatives LLC.
April 24, 2024, 7:59 PM ET earnings materiality 0.80 negative item 2.02 item 7.01 item 9.01 ◈ Earnings Releases

Norfolk Southern Q1 net income drops to $53M ($0.23 EPS) from $466M; incident costs persist

Q1 2024 diluted EPS $0.23 vs $2.04 a year ago; net income fell 89% to $53M.
April 11, 2024, 7:59 PM ET other materiality 0.25 neutral item 7.01

Norfolk Southern clarifies CPKC Agreement terms, says Meridian Speedway changes are not consequential

Meridian Speedway Amendments affect ~25% of intermodal traffic on that corridor, ~1% of total revenue.
April 9, 2024, 7:59 PM ET earnings materiality 0.80 negative item 2.02 item 7.01 item 9.01 ◈ Earnings Releases

Norfolk Southern reports preliminary Q1 GAAP loss; revenue down 4%; $600M East Palestine settlement

Preliminary GAAP diluted EPS $0.23; adjusted EPS $2.49; operating ratio 92.9% GAAP vs 69.9% adjusted.
April 5, 2024, 7:59 PM ET other material materiality 0.55 positive item 7.01 item 9.01

Norfolk Southern adds OR to 2024 incentive plan; COO Orr reports early 8% gains

COO John Orr appointed March 20; Intermodal & Automotive moved to Operations.
March 20, 2024, 7:59 PM ET leadership materiality 0.70 neutral item 5.02 item 7.01 item 9.01 ◈ executive_change ×2

Norfolk Southern appoints John Orr as COO, Paul Duncan departs

John Orr appointed EVP & COO effective March 20, 2024; Paul Duncan departs effective March 31.
February 1, 2024, 6:59 PM ET leadership materiality 0.50 neutral item 5.02 ◈ executive_change

Norfolk Southern EVP & Chief Transformation Officer Adams departs; retention agreement through July 2025

Ann A. Adams leaves EVP & Chief Transformation Officer role effective March 16, 2024; remains as employee under Retention Agreement through July 31, 2025.
January 26, 2024, 6:59 PM ET earnings materiality 0.80 negative item 2.02 item 7.01 item 9.01 ◈ Earnings Releases ×2

Norfolk Southern Q4 EPS $2.32 (adj. $2.83); full-year EPS $8.02 down 42%

Q4 revenue $3.1B, down 5% YoY; railway operating income $808M (incl. $150M Ohio incident charge) down 32%.
January 26, 2024, 6:59 PM ET debt materiality 0.45 neutral item 1.01 item 2.03 item 9.01 ◈ Debt Financings ×2

Norfolk Southern enters into $800M revolver and $1B term loan facilities

New $800M unsecured revolving credit facility matures Jan 2031, amends and restates existing $800M facility from 2020.
November 22, 2023, 6:59 PM ET debt materiality 0.55 neutral item 1.01 item 2.03 item 9.01 ◈ Debt Financings ×2

Norfolk Southern closes $1B debt offering: $400M 5.550% notes due 2034, $600M 5.950% notes due 2064

Completed $400M 5.550% Senior Notes due 2034 and $600M 5.950% Senior Notes due 2064.
November 21, 2023, 6:59 PM ET debt materiality 0.60 neutral item 1.01 item 9.01 ◈ Material Agreements

Norfolk Southern issues $1B in senior notes: $400M 5.55% due 2034, $600M 5.95% due 2064

Issued $400M of 5.550% Senior Notes due 2034 and $600M of 5.950% Senior Notes due 2064 at 99.985% and 99.721% of par, respectively.
October 25, 2023, 7:59 PM ET earnings materiality 0.80 negative item 2.02 item 7.01 item 9.01 ◈ Earnings Releases

Norfolk Southern Q3 adjusted EPS $2.65 (-35% YoY); $163M Ohio incident charge

Diluted EPS $2.10 GAAP; adjusted $2.65, down 35% vs Q3 2022 $4.10.
August 2, 2023, 7:59 PM ET debt materiality 0.65 neutral item 1.01 item 2.03 item 9.01 ◈ Debt Financings

Norfolk Southern closes $1.6B debt offering: $600M at 5.050% due 2030, $1B at 5.350% due 2054

Issued $600M aggregate principal of 5.050% Senior Notes due 2030 and $1B of 5.350% Senior Notes due 2054 on August 2, 2023.
August 1, 2023, 7:59 PM ET debt materiality 0.55 neutral item 1.01 item 9.01 ◈ Material Agreements

Norfolk Southern issues $1.6B senior notes at 5.050% and 5.350%

$600M of 5.050% notes due 2030 at 99.796% of par; $1B of 5.350% notes due 2054 at 99.416% of par.
July 27, 2023, 7:59 PM ET earnings materiality 0.80 negative item 2.02 item 5.03 item 7.01 item 9.01 ◈ Earnings Releases

Norfolk Southern Q2 revenue down 8%, EPS $1.56; $416M Ohio charge

Revenue $2.98B (-8% YoY); GAAP diluted EPS $1.56 reflects $416M Eastern Ohio incident charge.
July 20, 2023, 7:59 PM ET leadership materiality 0.30 neutral item 5.02 ◈ executive_change ×2

Norfolk Southern elects Philip S. Davidson and Francesca A. DeBiase as directors

Elected Philip S. Davidson to serve on Finance and Risk Management Committee and Safety Committee.
May 17, 2023, 7:59 PM ET other material materiality 0.15 neutral item 5.07 ◈ Shareholder Votes

Norfolk Southern Board adopts annual advisory vote on exec pay

Board decided annual frequency for shareholder advisory votes on executive compensation.
May 15, 2023, 7:59 PM ET other materiality 0.15 neutral item 5.07

Norfolk Southern annual meeting results: all 13 directors elected, say-on-pay approved

All 13 director nominees elected; each received majority of votes cast (typical vote totals ranged from 145M to 163M for).
April 26, 2023, 7:59 PM ET earnings materiality 0.75 negative item 2.02 item 7.01 item 9.01

Norfolk Southern Q1 GAAP EPS $2.04, down 30% YoY; includes $387M Ohio derailment charge

Railway operating revenues $3.1B, up 7% YoY; merchandise $1.878B, intermodal $814M, coal $440M.
March 10, 2023, 6:59 PM ET other materiality 0.10 neutral item 7.01

Norfolk Southern CFO and CMO to speak at J.P. Morgan conference March 15

CFO Mark George and CMO Ed Elkins will address the J.P. Morgan Industrials Conference.
February 17, 2023, 6:59 PM ET debt materiality 0.30 neutral item 2.03 item 7.01 ◈ Debt Financings

Norfolk Southern borrows $100M under receivables facility, total $200M outstanding

Borrowed $100M under $400M receivables securitization facility on Feb 17, 2023.

Executive changes

Departed

John Orr

Executive Vice President & Chief Operating Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2026-05-31
Successor: Brian Barr
Filed: June 1, 2026, 9:15 AM ET

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 duties and responsibilities.

Appointed

Brian Barr

Chief Operating Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2026-06-01
Filed: June 1, 2026, 9:15 AM ET

the Board appointed Brian Barr as Chief Operating Officer of the Company, effective as of June 1, 2026.

Departed

Claude Mongeau

Chair of the Board of Directors

NSC · NORFOLK SOUTHERN CORP

Effective: 2025-06-02
Filed: June 3, 2025, 7:59 PM ET

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.

Appointed

Lori J. Ryerkerk

Director

NSC · NORFOLK SOUTHERN CORP

Effective: 2025-01-27
Filed: January 27, 2025, 6:59 PM ET

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.

Departed

Alan H. Shaw

Director

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-09-30
Filed: September 30, 2024, 7:59 PM ET

On September 30, 2024, Alan H. Shaw confirmed his resignation from the Board of Directors of Norfolk Southern Corporation, effective immediately.

Appointed

Jason A. Zampi

Executive Vice President, Chief Financial Officer and Treasurer

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-09-24
Filed: September 24, 2024, 7:59 PM ET

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”).

Departed

Alan H. Shaw

President and Chief Executive Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-09-11
Successor: Mark R. George
Filed: September 12, 2024, 7:59 PM ET

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 violated Company policies by engaging in a consensual relationship with the Company’s Chief Legal Officer.

Role change

Mark R. George

President and Chief Executive Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-09-11
Filed: September 12, 2024, 7:59 PM ET

Mark R. George, the current Executive Vice President and Chief Financial Officer of the Company, has been appointed as President and Chief Executive Officer of the Company, as a member of the Board and as a member of the Executive Committee of the Board, effective immediately.

Appointed (interim)

Jason A. Zampi

Acting Chief Financial Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-09-11
Filed: September 12, 2024, 7:59 PM ET

Jason A. Zampi, the current Senior Vice President Finance & Treasurer, is being appointed as the Acting Chief Financial Officer of the Company, effective immediately.

Departed

Paul B. Duncan

Executive Vice President & Chief Operating Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-03-31
Successor: John Orr
Filed: March 20, 2024, 7:59 PM ET

The Company also announced that Paul B. Duncan will depart from his position as Executive Vice President & Chief Operating Officer of the Company, effective March 31, 2024.

Appointed

John Orr

Executive Vice President & Chief Operating Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-03-20
Filed: March 20, 2024, 7:59 PM ET

On March 18, 2024, Board of Directors Norfolk Southern Corporation (the “Company”) appointed John Orr as Executive Vice President & Chief Operating Officer, effective March 20, 2024.

Departed

Ann A. Adams

Executive Vice President and Chief Transformation Officer

NSC · NORFOLK SOUTHERN CORP

Effective: 2024-03-16
Filed: February 1, 2024, 6:59 PM ET

On February 1, 2024, Norfolk Southern Corporation (the “Company”) announced that Ann A. Adams will be leaving her position as Executive Vice President and Chief Transformation Officer of the Company, effective March 16, 2024 (the “Transition Date”).

Earnings & guidance

2026-Q1 EPS reported $2.43 filing →

Materiality & sentiment trend

Max materiality 1.00 · Median 0.65 · Most common event earnings

12 positive 9 negative 29 neutral

source · NSC on sec.gov