Results of Operations and Financial Condition.

Chief Operating Officer — John Orr: John Orr resigned as COO due to a diminution of his duties and responsibilities, with Brian Barr appointed as the new COO.

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

The company granted retention bonuses to its named executive officers in connection with a potential merger.

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

Chair of the Board of Directors — Claude Mongeau: Resigned from the Board for personal reasons.

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

Director — Lori J. Ryerkerk: Election of a new director as part of a cooperation agreement.

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

Director — Alan H. Shaw: Alan H. Shaw resigned from the Board of Directors immediately.

Chief Financial Officer — Jason A. Zampi: Jason A. Zampi was promoted to the role of Chief Financial Officer.

CEO — Alan H. Shaw: Alan H. Shaw was terminated for cause due to violating company policies.