Form 8-K

8-K — NORFOLK SOUTHERN CORP

Accession: 0001193125-26-428384

Filed: 2026-10-22

Period: 2026-10-22

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-20261022.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-20261022.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): October 22, 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 October 22, 2026, Norfolk Southern Corporation (the “Company”) issued a press release reporting third-quarter results for 2026, as well as its Quarterly Financial Data for the third 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 October 22, 2026

99.2

2026 Q3 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: October 22, 2026

EX-99.1

Filename: nsc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Norfolk Southern reports third quarter 2026 results

Railroad achieves record quarterly revenues and strong earnings growth

ATLANTA, October 22, 2026 – Norfolk Southern Corporation (NYSE: NSC) announced Thursday its third quarter 2026 financial results. For the quarter, revenue was $3.5 billion, income from railway operations was $1.2 billion, operating ratio was 67.4%, and diluted earnings per share were $3.37.

Adjusting the results to exclude merger-related expenses and the effects of the Eastern Ohio incident, third quarter income from railway operations was $1.2 billion, the operating ratio was 65.4%, and diluted earnings per share were $3.62.

"Norfolk Southern delivered another quarter of solid execution, with record revenues, and strong earnings growth aided by continued productivity gains across the network, reflecting continued momentum in our business and the dedication of our team," said Mark George, Norfolk Southern President and Chief Executive Officer. "Throughout the quarter, we remained focused on safely serving customers, improving operational performance, while maintaining disciplined cost control despite rising fuel costs. Demand for rail service increased during the quarter, as a tighter trucking market highlighted rail's competitive advantages and underscored the opportunity for a more efficient, capacity-enhanced freight network. We remain focused on investing in a stronger, more resilient rail network that can support growth we see on the horizon.”

Third Quarter Summary

•

Railway operating revenues of $3.5 billion were a quarterly record, up $423 million, or 14% compared to the third quarter 2025, on a volume increase of 3% year-over-year, and higher fuel surcharges representing eight points of the revenue growth.

•

Income from railway operations was $1.2 billion, an increase of $52 million, or 5%, compared to third quarter 2025.

Adjusting for the effects of merger-related expenses and the Eastern Ohio incident in both years and restructuring and other charges in 2025, adjusted income from railway operations was $1.2 billion, an increase of $82 million, or 7%, compared to adjusted third quarter 2025.

•

Operating ratio in the quarter was 67.4% compared to 64.6% in third quarter 2025.

Adjusting for the effects of merger-related expenses and the Eastern Ohio incident in both years and restructuring and other charges in 2025, the adjusted operating ratio for third quarter 2026 was 65.4%, 210 basis points higher than adjusted third quarter 2025.

Norfolk Southern Corporation | 1

•

Diluted earnings per share were $3.37, up $0.21, or 7%, compared to third quarter 2025.

Adjusting for the effects of merger-related expenses and the Eastern Ohio incident in both years and restructuring and other charges in 2025, adjusted diluted earnings per share were $3.62, up $0.32, or 10%, compared to adjusted third 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

Norfolk Southern Corporation | 2

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 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 non-GAAP financial results for the third quarters of 2026 and 2025 exclude merger-related expenses and the effects from the Eastern Ohio Incident (the Incident). Our non-GAAP financial results for the third quarter of 2025 also exclude restructuring and other charges. The following tables adjust our GAAP financial results for the third quarters of 2026 and 2025 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

Norfolk Southern Corporation | 3

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.

Third

($ in millions, except per share amounts)

Quarter 2026

Income from railway operations

1,150

Merger-related expenses and effects of the Incident

Adjusted income from railway operations

1,220

Operating ratio

67.4

Merger-related expenses and effects of the Incident

(2.0

Adjusted operating ratio

65.4

Diluted earnings per share

3.37

Merger-related expenses and effects of the Incident

0.25

Adjusted diluted earnings per share

3.62

Third

($ in millions, except per share amounts)

Quarter 2025

Income from railway operations

1,098

Merger-related expenses, restructuring and other charges, and effects of the Incident

Adjusted income from railway operations

1,138

Operating ratio

64.6

Merger-related expenses, restructuring and other charges, and effects of the Incident

(1.3

Adjusted operating ratio

63.3

Diluted earnings per share

3.16

Merger-related expenses, restructuring and other charges, and effects of the Incident

0.14

Adjusted diluted earnings per share

3.30

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)

Third Quarter

First Nine Months

2026

2025

2026

2025

(in millions, except per share amounts)

Railway operating revenues

Merchandise

2,188

1,969

6,206

5,804

Intermodal

919

759

2,576

2,262

Coal

419

375

1,207

1,140

Total railway operating revenues

3,526

3,103

9,989

9,206

Railway operating expenses

Compensation and benefits

753

738

2,237

2,169

Purchased services and rents

546

519

1,618

1,537

Fuel

420

237

1,081

700

Depreciation

363

348

1,073

1,040

Materials and other

224

147

625

547

Merger-related expenses

145

Restructuring and other charges

—

Eastern Ohio incident

(11

)

(243

)

Total railway operating expenses

2,376

2,005

6,838

5,787

Income from railway operations

1,150

1,098

3,151

3,419

Other income – net

Interest expense on debt

193

197

587

597

Income before income taxes

987

924

2,661

2,900

Income taxes

228

213

621

671

Net income

759

711

2,040

2,229

Earnings per share – diluted

3.37

3.16

9.06

9.88

Weighted average shares outstanding – diluted

225.2

224.7

225.1

225.5

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

September 30,

December 31,

2026

2025

($ in millions)

Assets

Current assets:

Cash and cash equivalents

1,598

1,530

Accounts receivable – net

1,229

988

Materials and supplies

353

271

Other current assets

145

409

Total current assets

3,325

3,198

Investments

4,186

4,089

Properties less accumulated depreciation of $15,259 and $14,617, respectively

36,857

36,479

Other assets

1,581

1,470

Total assets

45,949

45,236

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

2,064

1,863

Income and other taxes

236

340

Other current liabilities

732

965

Current maturities of long-term debt

649

607

Total current liabilities

3,681

3,775

Long-term debt

15,964

16,480

Other liabilities

1,702

1,723

Deferred income taxes

7,872

7,711

Total liabilities

29,219

29,689

Stockholders’ equity:

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

224,616,686 and 224,420,699 shares, respectively, net of treasury shares

226

Additional paid-in capital

2,356

2,296

Accumulated other comprehensive loss

(213

)

(210

)

Retained income

14,361

13,235

Total stockholders’ equity

16,730

15,547

Total liabilities and stockholders’ equity

45,949

45,236

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

First Nine Months

2026

2025

($ in millions)

Cash flows from operating activities

Net income

2,040

2,229

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

Depreciation

1,073

1,040

Deferred income taxes

162

315

Gains and losses on properties

(19

)

(142

)

Changes in assets and liabilities affecting operations:

Accounts receivable

(243

)

(53

)

Materials and supplies

(82

)

(20

)

Other current assets

Current liabilities other than debt

(108

)

Other – net

(182

)

(164

)

Net cash provided by operating activities

2,720

3,298

Cash flows from investing activities

Property additions

(1,407

)

(1,475

)

Property sales and other transactions

273

120

Investment purchases

)

(615

)

Investment sales and other transactions

Net cash used in investing activities

(1,108

)

(1,918

)

Cash flows from financing activities

Dividends

(910

)

(912

)

Common stock transactions

(11

)

Purchase and retirement of common stock

)

(534

)

Proceeds from borrowings

—

396

Debt repayments

(618

)

(554

)

Net cash used in financing activities

(1,544

)

(1,603

)

Net increase (decrease) in cash and cash equivalents

(223

)

Cash and cash equivalents

At beginning of year

1,530

1,641

At end of period

1,598

1,418

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest (net of amounts capitalized)

564

570

Income taxes (net of refunds)

556

433

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Merger-Related Expenses

During the third quarter and first nine months of 2026, we incurred merger-related expenses of $42 million and $145 million, respectively, primarily related to costs associated with employee retention agreements, third-party advisor fees, and legal fees. During 2025, we incurred merger-related expenses of $15 million for both the third quarter and the first nine months.

2. Restructuring and Other Charges

During the first nine months of 2026, we recorded $6 million in severance costs associated with organizational changes. During 2025, we recorded expenses of $12 million in the third quarter and $22 million in the first nine months associated with the rationalization of certain software development projects that had not been placed into service and the restructuring of certain technology functions, including severance costs for impacted employees.

3. Eastern Ohio Incident

On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the third quarter of 2026, we incurred expenses of $28 million, as compared to $13 million of net expenses for the same period last year. The total amounts recognized include the impact of $3 million and $16 million in recoveries during the third quarters of 2026 and 2025, respectively. In the first nine months of 2026 and 2025, we recognized $53 million of expenses and $219 million of net benefits, respectively, which include $7 million and $394 million of recoveries during the first nine months of 2026 and 2025, respectively.

4. Stock Repurchase Program

We did not repurchase any shares of common stock in the first nine months of 2026, while we repurchased and retired 2.2 million shares of common stock under our stock repurchase program during the same period last year at a cost of $533 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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Oct. 22, 2026

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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dei_SolicitingMaterial

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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