Form 8-K

8-K — NORFOLK SOUTHERN CORP

Accession: 0001193125-26-175084

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0000702165

SIC: 4011 (RAILROADS, LINE-HAUL OPERATING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — nsc-20260424.htm (Primary)

EX-99.1 (nsc-ex99_1.htm)

EX-99.2 (nsc-ex99_2.htm)

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8-K

8-K (Primary)

Filename: nsc-20260424.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2026

Norfolk Southern Corporation

(Exact name of Registrant as Specified in Its Charter)

Virginia

1-8339

52-1188014

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

650 West Peachtree Street NW

Atlanta, Georgia

30308-1925

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 855 667-3655

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Norfolk Southern Corporation Common Stock (Par Value $1.00)

NSC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On April 24, 2026, Norfolk Southern Corporation (the “Company”) issued a press release reporting first-quarter results for 2026, as well as its Quarterly Financial Data for the first quarter of 2026. A copy of the press release is attached as Exhibit 99.1 and a copy of the Quarterly Financial Data is attached as Exhibit 99.2, each of which is incorporated by reference herein. These documents are also available on the Company’s website, www.norfolksouthern.com.* This unaudited financial information and summary of certain notes to the consolidated financial statements should be read in conjunction with: (a) the consolidated financial statements and notes included in the Company's latest Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q; and (b) any Current Reports on Form 8-K.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit Number

Description

99.1

Press Release dated April 24, 2026

99.2

2026 Q1 Financial Data

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Internet addresses are provided for informational purposes only and are not intended to be hyperlinks.

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 SOUTHERN CORPORATION

(Registrant)

By:

/s/ Jeremy Ballard

Name: Jeremy Ballard

Title: Corporate Secretary

Date: April 24, 2026

EX-99.1

Filename: nsc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Norfolk Southern reports first quarter 2026 results

Results reflect disciplined execution on safety, service, and cost control through a dynamic first quarter

ATLANTA, April 24, 2026 – Norfolk Southern Corporation (NYSE: NSC) announced Friday its first quarter 2026 financial results. In the quarter, revenue was $3.0 billion, income from railway operations was $877 million, operating ratio was 70.7%, and diluted earnings per share were $2.43.

Adjusting the results to exclude merger-related expenses and the effects of the Eastern Ohio incident, first quarter income from railway operations was $939 million, the operating ratio was 68.7%, and diluted earnings per share were $2.65.

“In the first quarter, our team stayed focused on what we could control, operating with discipline amid volatile volumes, severe winter weather, and a rapidly shifting macroeconomic environment including the dramatic rise in fuel prices in March,” said Mark George, president and chief executive officer of Norfolk Southern. “Despite these challenges, our employees safely delivered a solid service product, managed costs effectively, and earned the continued trust of our customers. As conditions improved, we captured momentum exiting the quarter, reinforcing the strength of our operating foundation and the dedication of the entire Norfolk Southern team.”

First Quarter Summary

•

Railway operating revenues of $3.0 billion, up $5 million, or flat compared to the first quarter 2025, on a volume decline of 1% year-over-year.

•

Income from railway operations was $877 million, a decrease of $269 million, or 23%, compared to first quarter 2025.

Adjusting for the effects of the Eastern Ohio incident in both years and merger-related expenses in 2026; income from railway operations was $939 million, down $22 million, or 2%, compared to adjusted first quarter 2025.

•

Operating ratio in the quarter was 70.7% compared to 61.7% in first quarter 2025.

Adjusting for the effects of the Eastern Ohio incident in both years and merger-related expenses in 2026, the operating ratio for first quarter 2026 was 68.7%, 80 basis points higher than first quarter 2025.

Norfolk Southern Corporation | 1

•

Diluted earnings per share were $2.43, down $0.88, or 27%, compared to first quarter 2025.

Adjusting for the effects of the Eastern Ohio incident in both years and merger-related expenses in 2026, diluted earnings per share were $2.65, down $0.04, or 1%, compared to first quarter 2025.

###

About Norfolk Southern

Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports across the Gulf Coast and Great Lakes. Learn more by visiting www.NorfolkSouthern.com.

Media Inquiries:

Media Relations

Investor Inquiries:

Investor Relations

Cautionary Statement on Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "anticipate," "believe," "project," or other comparable terminology. While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs, and projections it views as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control, including but not limited to: (i) changes in domestic or international economic, political or business conditions, including those impacting the transportation industry; (ii) the Company’s ability to successfully implement its operational, productivity, and strategic initiatives; (iii) a significant adverse event on our network, including but not limited to a mainline accident, discharge of hazardous material, or climate-related or other network outage; (iv) the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including those with respect to the Eastern Ohio incident; (v) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; (vi) a significant cybersecurity incident or other disruption to our technology infrastructure; and (vii) those pertaining to the Merger. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February

Norfolk Southern Corporation | 2

9, 2026, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

Information included within this press release contains non-GAAP financial measures, including adjusted income from railway operations, adjusted operating ratio, and adjusted diluted earnings per share. Non-GAAP financial measures should be considered in addition to, not as a substitute for, the financial measures reported in accordance with U.S. generally accepted accounting principles (GAAP).

Our first quarter 2026 non-GAAP financial results exclude merger-related expenses and both the first quarters of 2026 and 2025 exclude the overall impact on operating expenses resulting from the Eastern Ohio Incident (the Incident). The following tables adjust our first quarter 2026 and first quarter 2025 GAAP financial results to exclude the effects of those items. The income tax effects of the non-GAAP adjustments were calculated based on the applicable tax rates to which the non-GAAP adjustments related. We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors to facilitate making period-to-period comparisons by excluding these costs. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies. Information about the adjustments that are not currently available to us could have a potentially unpredictable and significant impact on future GAAP results. Further information about the Company’s non-GAAP measures are available on our website at www.norfolksouthern.com on the Investors page under Events and Presentations.

Norfolk Southern Corporation | 3

($ in millions, except per share amounts)

First

Quarter 2026

Income from railway operations

877

Merger-related expenses and effect of the Incident

Adjusted income from railway operations

939

Operating ratio

70.7

Merger-related expenses and effect of the Incident

(2.0

Adjusted operating ratio

68.7

Diluted earnings per share

2.43

Merger-related expenses and effect of the Incident

0.22

Adjusted diluted earnings per share

2.65

($ in millions, except per share amounts)

First

Quarter 2025

Income from railway operations

1,146

Effect of the Incident

(185

)

Adjusted income from railway operations

961

Operating ratio

61.7

Effect of the Incident

6.2

Adjusted operating ratio

67.9

Diluted earnings per share

3.31

Effect of the Incident

(0.62

)

Adjusted diluted earnings per share

2.69

Norfolk Southern Corporation | 4

EX-99.2

Filename: nsc-ex99_2.htm · Sequence: 3

EX-99.2

Exhibit 99.2

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

First Quarter

2026

2025

(in millions, except per share amounts)

Railway operating revenues

Merchandise

1,885

1,863

Intermodal

749

760

Coal

364

370

Total railway operating revenues

2,998

2,993

Railway operating expenses

Compensation and benefits

740

739

Purchased services and rents

522

498

Fuel

256

244

Depreciation

352

346

Materials and other

189

205

Merger-related expenses

—

Eastern Ohio incident

(185

)

Total railway operating expenses

2,121

1,847

Income from railway operations

877

1,146

Other income – net

Interest expense on debt

197

199

Income before income taxes

715

978

Income taxes

168

228

Net income

547

750

Earnings per share – diluted

2.43

3.31

Weighted average shares outstanding – diluted

225.0

226.5

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

March 31,

December 31,

2026

2025

($ in millions)

Assets

Current assets:

Cash and cash equivalents

1,341

1,530

Accounts receivable – net

1,123

988

Materials and supplies

312

271

Other current assets

248

409

Total current assets

3,024

3,198

Investments

4,116

4,089

Properties less accumulated depreciation of $14,769 and $14,617, respectively

36,442

36,479

Other assets

1,531

1,470

Total assets

45,113

45,236

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

1,695

1,863

Income and other taxes

320

340

Other current liabilities

711

965

Current maturities of long-term debt

609

607

Total current liabilities

3,335

3,775

Long-term debt

16,492

16,480

Other liabilities

1,724

1,723

Deferred income taxes

7,758

7,711

Total liabilities

29,309

29,689

Stockholders’ equity:

Common stock $1.00 per share par value, 1,350,000,000 shares authorized;

outstanding 224,594,001 and 224,420,699 shares, respectively, net of

treasury shares

226

Additional paid-in capital

2,312

2,296

Accumulated other comprehensive loss

(211

)

(210

)

Retained income

13,477

13,235

Total stockholders’ equity

15,804

15,547

Total liabilities and stockholders’ equity

45,113

45,236

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

First Three Months

2026

2025

($ in millions)

Cash flows from operating activities

Net income

547

750

Reconciliation of net income to net cash provided by operating activities:

Depreciation

352

346

Deferred income taxes

Gains and losses on properties

(17

)

(23

)

Changes in assets and liabilities affecting operations:

Accounts receivable

(135

)

(165

)

Materials and supplies

(41

)

Other current assets

Current liabilities other than debt

(388

)

Other – net

(67

)

(72

)

Net cash provided by operating activities

344

950

Cash flows from investing activities

Property additions

(382

)

(449

)

Property sales and other transactions

162

Investment purchases

)

(609

)

Investment sales and other transactions

Net cash used in investing activities

(213

)

(1,021

)

Cash flows from financing activities

Dividends

(303

)

(306

)

Common stock transactions

(11

)

Purchase and retirement of common stock

)

(248

)

Debt repayments

)

Net cash used in financing activities

(320

)

(564

)

Net decrease in cash and cash equivalents

(189

)

(635

)

Cash and cash equivalents

At beginning of year

1,530

1,641

At end of period

1,341

1,006

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest (net of amounts capitalized)

185

192

Income taxes (net of refunds)

138

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Merger-Related Expenses

During the first quarter of 2026, we incurred $52 million in merger-related expenses primarily related to costs associated with employee retention agreements, third-party advisor fees, and legal fees.

2. Eastern Ohio Incident

On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the first quarter of 2026, we incurred net expenses of $10 million, as compared to $185 million of net recoveries for the same period last year. The total amounts recognized include the impact of $1 million and $224 million in recoveries during the first quarter of 2026 and 2025, respectively.

3. Stock Repurchase Program

We did not repurchase any shares of common stock in the first three months of 2026, while we repurchased and retired 1.0 million shares of common stock under our stock repurchase program during the same period last year at a cost of $250 million, inclusive of accrued excise taxes. “Purchase and retirement of common stock” in 2026 as presented on the Consolidated Statements of Cash Flows reflects the payment of excise taxes on shares repurchased in 2025.

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