NORFOLK SOUTHERN (NSC) Company Report

Shareholders approved the merger with Union Pacific by nearly 99% of votes cast.
Under the agreement, each Norfolk Southern share will be exchanged for 1.0 Union Pacific share plus $88.82 in cash.
The transaction is expected to close by early 2027, pending Surface Transportation Board review and customary closing conditions.
A non-binding advisory vote on merger-related executive compensation passed with 152.7 million votes for versus 11.2 million against.

Nov 17, 2025, 1:00 PM

8-K

Norfolk Southern shareholders approve merger with Union Pacific

NSC

M&A

Proxy Vote Outcomes

Shareholders voted with nearly 99% support to approve the transaction at a Special Meeting.
Under the agreement, each NSC share will convert into 1.0 Union Pacific share plus $88.82 in cash.
The merger is slated to close early 2027, subject to Surface Transportation Board review and customary closing conditions.
The combined network aims to create America’s first coast-to-coast railroad, preserve union jobs, improve safety and offer faster transit times.

Nov 14, 2025, 2:20 PM

Press Release

Norfolk Southern reaches collective bargaining agreement with Brotherhood of Railroad Signalmen

NSC

Norfolk Southern finalized a five-year collective bargaining agreement with the Brotherhood of Railroad Signalmen, marking ratification with 12 of its 13 unions and one pending ratification.
The agreement covers approximately 970 signal employees and includes an 18.8% compounded wage increase over five years.
Team members will receive more paid vacation earlier, enhanced health care and welfare benefits, and local work-rule improvements such as improved travel-expense reimbursement and flexible scheduling.
Norfolk Southern emphasizes that completing its full slate of ratified union contracts underscores its commitment to workforce stability and future collaboration.

Nov 11, 2025, 2:01 PM

Press Release

Norfolk Southern to merge with Union Pacific in two-step transaction

NSC

M&A

Proxy Vote Outcomes

Norfolk Southern entered into a merger agreement with Union Pacific on July 28, 2025, providing for a two-step merger that will make NSC a direct, wholly owned subsidiary of UP.
A Form S-4 Registration Statement was declared effective on September 30, 2025, and the joint proxy statement/prospectus was mailed to shareholders on or about October 10, 2025; special meetings to vote on the merger are scheduled for November 14, 2025.
Supplemental disclosures outline fairness analyses by Morgan Stanley and BofA, including EV/NTM Adj. EBITDA multiples and broker price targets for Norfolk Southern ($174–$300, median $278) and Union Pacific ($202–$275, median $262).
Document includes a cautionary note on forward-looking statements and instructions on where to access the definitive proxy and registration materials.

Nov 6, 2025, 10:00 PM

8-K

Norfolk Southern reports Q3 2025 earnings and operational update

NSC

Earnings

Revenue rose 2% YoY to $3.1 billion, driven by a 6% increase in merchandise volumes, with automotive up 18%, while intermodal and coal declined.
Adjusted EPS reached $3.30, slightly above estimates, supported by operational improvements and cost-cutting initiatives.
Operating ratio improved to 63.3% YoY, but the GAAP ratio in the SEC 10-Q increased to 64.6% due to higher expenses and absence of prior year line-sale gains.
Record fuel efficiency enabled raising the three-year cost reduction target from $550 million to $600 million, with $292 million achieved in 2024.

Oct 24, 2025, 12:50 AM

WSJ

Norfolk Southern in talks to merge with Union Pacific

NSC

M&A

JMU Prof. Mert Tokman is available to discuss the proposed NSC–UP merger’s impact on shipping costs, employment, safety and Virginia businesses.
The merger would create the first transcontinental rail carrier, combining networks of 60,500 miles and significantly reducing competition.
Integration risks shipping delays and job losses as overlapping roles are cut.
Fewer competitors could enable higher shipping prices across the network.
Virginia’s poultry industry may shift grain shipments from rail to trucks, increasing congestion on I-81.
Competitors CSX and BNSF may form alliances or merge, further deepening industry consolidation.

Oct 13, 2025, 7:40 PM

Press Release

Norfolk Southern approves retention bonuses for executives ahead of Union Pacific merger

NSC

Executive Compensation

M&A

On September 23, 2025, Norfolk Southern’s Compensation and Talent Management Committee approved one-time cash retention awards under its Transaction Bonus Program, adopted July 28, 2025, in connection with the merger agreement with Union Pacific.
Awards of $4.0 M to Mark R. George, $2.25 M to Jason A. Zampi, $3.0 M to John F. Orr, and $2.0 M each to Claude E. Elkins and Anil Bhatt were granted to the named executive officers.
The awards vest in three tranches—25% on April 28 2026, 25% on January 28 2027, and 50% at the merger closing—with immediate vesting upon certain terminations without cause.

Sep 29, 2025, 9:00 PM

8-K

Norfolk Southern and Union Pacific launch new domestic intermodal service

NSC

Product Launch

New Projects/Investments

Joint service to begin in mid-October, connecting Louisville with key Western and Southern markets via Norfolk Southern and Union Pacific networks
Bi-directional routing originates and terminates in Louisville, interchanging at Kansas City, with rail service to/from Los Angeles, Lathrop (CA), Seattle, Portland, Salt Lake City, and Houston
Union Pacific has invested $1.4 billion in intermodal products since 2021, including the new Kansas City Intermodal Terminal and 25% faster domestic container transit; Norfolk Southern is expanding its Louisville terminal capacity for domestic intermodal
Service offers truck-competitive transit times and expanded market reach for sectors such as automotive, consumer goods, food & beverage, healthcare, and manufacturing

Sep 15, 2025, 12:00 PM

Press Release

Norfolk Southern to be acquired by Union Pacific

NSC

M&A

Deal terms: Union Pacific will acquire Norfolk Southern for $320 per share, comprising 72% stock (1:1 share) and 28% cash ($88.82/share), implying an $85 billion enterprise value.
Approvals & timing: Targeted close by early 2027, subject to Surface Transportation Board and shareholder approvals, with a 16-month regulatory review period.
Synergies & financial impact: Expected $2.75 billion in annual synergies by Year 3, adjusted EPS accretive early in Year 2, and combined free cash flow growing to ~$12 billion by Year 3.
Capital structure & governance: No voting trust; debt/EBITDA ~3.3× at close, reducing to ~2.8× by Year 2; combined company to be named Union Pacific, headquartered in Omaha, NE.

Jul 29, 2025, 12:30 PM

Presentation

Norfolk Southern reports Q2 2025 results

NSC

Earnings

Guidance Update

Share Buyback

Q2 2025 adjusted revenue was $3,110 million, up 2% year-over-year from $3,044 million.
Adjusted operating ratio improved by 170 bps to 63.4% versus 65.1% in Q2 2024.
Adjusted net income reached $741 million (up 7%) and diluted EPS was $3.29 (up 8%) year-over-year.
2025 guidance raised productivity target to >$175 million, projects 2–3% revenue growth and 100–150 bps adjusted operating ratio improvement; share repurchases have ceased.

Jul 29, 2025, 11:00 AM

Presentation

Earnings Transcripts

Quarterly earnings call transcripts for NORFOLK SOUTHERN.