NORFOLK SOUTHERN CORP (Form: 8-K, Received: 10/23/2025 16:15:55)

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 23, 2025 (October 23, 2025)

LOGO

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 Number)


650 West Peachtree Street NW
Atlanta, Georgia 30308-1925		(855) 667-3655
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

No Change

(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))

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Norfolk Southern Corporation Common Stock (Par Value $1.00)

NSC

New York Stock Exchange

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

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 23, 2025, Norfolk Southern Corporation (the “Company”) issued a press release reporting third-quarter results for 2025, as well as its Quarterly Financial Data for the third quarter of 2025. 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

(d) 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 23, 2025

99.2		2025 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 caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


SIGNATURES
NORFOLK SOUTHERN CORPORATION
(Registrant)

/s/ Jeremy Ballard
Name:		Jeremy Ballard
Title:		Corporate Secretary
Date:		October 23, 2025

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Norfolk Southern reports third quarter 2025 results

Delivered safety improvements and service consistency, while driving continued productivity gains

Raising 2025 productivity target to ~$200 million from ~$175 million

ATLANTA, Oct. 23, 2025 – Norfolk Southern Corporation (NYSE: NSC) announced Thursday its third quarter 2025 financial results. For the quarter, revenue was $3.1 billion, income from railway operations was $1.1 billion, operating ratio was 64.6%, and diluted earnings per share were $3.16.

After adjusting the results to exclude merger-related expenses, restructuring and other charges, and the effects of the Eastern Ohio incident, third quarter income from railway operations was $1.1 billion, the operating ratio was 63.3%, and diluted earnings per share were $3.30.

“Norfolk Southern delivered another quarter of strong results on safety, service, and productivity through a dynamic freight market,” said President and CEO Mark George. “The entire Thoroughbred team pulled together to serve our customers, achieve an all-time record in fuel efficiency, delivered on key productivity initiatives, and executed a noteworthy land sale that will ultimately deliver rail volumes for years to come. I’m proud of the way our team is performing with discipline and focus — driving results and strengthening our foundation for long term success.”

Third Quarter Summary

•

Railway operating revenues of $3.1 billion, an increase of $52 million, or 2%, compared to the third quarter 2024, on flat volumes.

•

Fuel surcharge revenue declined $30 million compared to third quarter of 2024, which represents a 1% headwind to overall revenues.

•

Income from railway operations was $1.1 billion, a decrease of $498 million, compared to third quarter 2024 which included a $380 million benefit from railway line sales.

•

Adjusting for merger-related expenses, restructuring and other charges, and the effects of the Eastern Ohio incident, income from railway operations was $1.1 billion, up $21 million, or 2%, aided by $65 million incremental land sales, compared to adjusted third quarter 2024.

•

Operating ratio in the quarter was 64.6% compared to 47.7% in third quarter 2024 which included the aforementioned railway line sales.

•

Adjusting for merger-related expenses, restructuring and other charges, and the effects of the Eastern Ohio incident, the operating ratio for the quarter was 63.3%. This represents 10 basis points of improvement from adjusted third quarter 2024 which was 63.4%.

Norfolk Southern Corporation | 1

•

Diluted earnings per share were $3.16, down from $4.85 in third quarter 2024 which included the aforementioned railway line sales.

•

Adjusting for merger-related expenses, restructuring and other charges, and the effects of the Eastern Ohio incident, diluted earnings per share were $3.30, up $0.05, or 2%, compared to adjusted third quarter 2024.

###

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) the nature and extent of the Company’s environmental remediation obligations with respect to the Eastern Ohio incident; (vi) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and (vii) a significant cybersecurity incident or other disruption to our technology infrastructure; and (viii) 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, 2024, as well as the Company’s subsequent filings with the SEC, as supplemented in Part II, Item 1A of our Form 10-Q to be filed with the SEC on the same date as this

Norfolk Southern Corporation | 2

presentation, 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 third quarter 2025 non-GAAP financial results exclude merger-related expenses, restructuring and other charges, and the effects of the Eastern Ohio Incident (the Incident). Our third quarter 2024 non-GAAP financial results exclude restructuring and other charges, the effects of the Incident, gains on railway line sales, and shareholder advisory costs. The following tables adjust our third quarter 2025 and third quarter 2024 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)	Third Quarter 2025
Income from railway operations	$	1,098
Merger-related expenses, restructuring and other charges, and effect of the Incident		40

Adjusted income from railway operations	$	1,138

Operating ratio		64.6	%
Merger-related expenses, restructuring and other charges, and effect of the Incident		(1.3	%)

Adjusted operating ratio		63.3	%

Diluted earnings per share	$	3.16
Merger-related expenses, restructuring and other charges, and effect of the Incident		0.14

Adjusted diluted earnings per share	$	3.30


($ in millions except per share amounts)	Third Quarter 2024
Income from railway operations	$	1,596
Restructuring and other charges, effect of the Incident, and gains on railway line sales		(479	)

Adjusted income from railway operations	$	1,117

Operating ratio		47.7	%
Restructuring and other charges, effect of the Incident, and gains on railway line sales		15.7	%

Adjusted operating ratio		63.4	%

Diluted earnings per share	$	4.85
Restructuring and other charges, effect of the Incident, gains on railway line sales, and shareholder advisory costs		(1.60	)

Adjusted diluted earnings per share	$	3.25

Norfolk Southern Corporation | 4

Exhibit 99.2

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Third Quarter						First Nine Months
	2025			2024			2025			2024
	(in millions, except per share amounts)
Railway operating revenues
Merchandise	$	1,969		$	1,861		$	5,804		$	5,628
Intermodal		759			763			2,262			2,250
Coal		375			427			1,140			1,221

Total railway operating revenues		3,103			3,051			9,206			9,099

Railway operating expenses
Compensation and benefits		738			690			2,169			2,126
Purchased services and rents		519			497			1,537			1,541
Fuel		237			216			700			757
Depreciation		348			339			1,040			1,011
Materials and other		147			(188	)		547			200
Merger-related expenses		15			—			15			—
Restructuring and other charges		12			60			22			156
Eastern Ohio incident		(11	)		(159	)		(243	)		368

Total railway operating expenses		2,005			1,455			5,787			6,159

Income from railway operations		1,098			1,596			3,419			2,940
Other income – net		23			34			78			69
Interest expense on debt		197			203			597			608

Income before income taxes		924			1,427			2,900			2,401
Income taxes		213			328			671			512

Net income	$	711		$	1,099		$	2,229		$	1,889

Earnings per share – diluted	$	3.16		$	4.85		$	9.88		$	8.34
Weighted average shares outstanding – diluted		224.7			226.5			225.5			226.3

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	September 30,			December 31,
	2025			2024
	($ in millions)
Assets
Current assets:
Cash and cash equivalents	$	1,418		$	1,641
Accounts receivable – net		1,102			1,069
Materials and supplies		297			277
Other current assets		219			201

Total current assets		3,036			3,188
Investments		4,081			3,370
Properties less accumulated depreciation of $14,438 and $13,957, respectively		36,112			35,831
Other assets		1,351			1,293

Total assets	$	44,580		$	43,682

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,657		$	1,704
Income and other taxes		227			337
Other current liabilities		1,033			949
Current maturities of long-term debt		607			555

Total current liabilities		3,524			3,545
Long-term debt		16,476			16,651
Other liabilities		1,705			1,760
Deferred income taxes		7,734			7,420

Total liabilities		29,439			29,376
Stockholders’ equity:
Common stock $1.00 per share par value, 1,350,000,000 shares authorized; outstanding 224,386,617 and 226,320,894 shares, respectively, net of treasury shares		226			228
Additional paid-in capital		2,283			2,247
Accumulated other comprehensive loss		(262	)		(262	)
Retained income		12,894			12,093

Total stockholders’ equity		15,141			14,306

Total liabilities and stockholders’ equity	$	44,580		$	43,682

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


	First Nine Months
	2025			2024
	($ in millions)
Cash flows from operating activities
Net income	$	2,229		$	1,889
Reconciliation of net income to net cash provided by operating activities:
Depreciation		1,040			1,011
Deferred income taxes		315			141
Gains and losses on properties		(142	)		(425	)
Changes in assets and liabilities affecting operations:
Accounts receivable		(53	)		(156	)
Materials and supplies		(20	)		(24	)
Other current assets		68			80
Current liabilities other than debt		25			774
Other – net		(164	)		(189	)

Net cash provided by operating activities		3,298			3,101
Cash flows from investing activities
Property additions		(1,475	)		(1,706	)
Acquisition of assets of CSR		—			(1,643	)
Property sales and other transactions		120			527
Investment purchases		(615	)		(318	)
Investment sales and other transactions		52			349

Net cash used in investing activities		(1,918	)		(2,791	)
Cash flows from financing activities
Dividends		(912	)		(915	)
Common stock transactions		1			15
Purchase and retirement of common stock		(534	)		—
Proceeds from borrowings		396			1,051
Debt repayments		(554	)		(1,054	)

Net cash used in financing activities		(1,603	)		(903	)

Net decrease in cash and cash equivalents		(223	)		(593	)
Cash and cash equivalents
At beginning of year		1,641			1,568

At end of period	$	1,418		$	975

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amounts capitalized)	$	570		$	571
Income taxes (net of refunds)		433			284

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Gains on Railway Line Sales

During the third quarter of 2024, we completed sales of two railway lines in the states of Virginia and North Carolina resulting in gains of $380 million included in “Materials and other” expense. The gains from these transactions are reflected in “Gains and losses on properties” and cash proceeds are included in “Property sales and other transactions” on the Consolidated Statement of Cash Flows.

2. Merger-Related Expenses

During the third quarter of 2025, we incurred $15 million in merger-related expenses primarily related to third-party advisor fees, legal fees, and costs associated with employee retention arrangements.

3. Restructuring and Other Charges

Restructuring and other charges in 2025 includes expenses 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. Restructuring and other charges in 2024 includes expenses associated with our voluntary and involuntary separation programs that reduced our management workforce, expenses associated with the rationalization of certain software development projects that had not been placed into service, costs associated with the appointment of our new chief operating officer, and the disposition of an asset class. We incurred expenses of $12 million and $60 million in the third quarters of 2025 and 2024, respectively, and $22 million and $156 million for the first nine months of 2025 and 2024, respectively. Additionally, the first nine months of 2024 “Other income – net” includes a $20 million curtailment gain on our other postretirement benefit plan resulting from the restructuring, recorded in the second quarter of 2024.

4. Eastern Ohio Incident

On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the third quarter of 2025, we incurred net expenses of $13 million, as compared to $159 million of net benefits for the same period last year. Recoveries exceeded expenses by $219 million in the first nine months of 2025 as compared to expenses of $368 million during the first nine months of 2024. The total expense recognized includes the impact of $394 million and $552 million in recoveries during the first nine months of 2025 and 2024, respectively, of which $16 million and $288 million was recognized in the third quarters of 2025 and 2024, respectively. Any additional amounts recoverable under our insurance policies or from third parties will be reflected in future periods in which recovery is considered probable.

5. Shareholder Advisory Costs

“Other income – net” includes costs associated with shareholder advisory matters, which amounted to $1 million and $51 million during the third quarter and first nine months of 2024, respectively.

6. Deferred Income Taxes

During the first nine months of 2024, we recorded a $27 million reduction to deferred income taxes, the result of a subsidiary restructuring that reduced our estimated deferred state income tax rate.

7. Stock Repurchase Program

We repurchased and retired 2.2 million shares of common stock under our stock repurchase program in the first nine months of 2025 at a cost of $533 million, inclusive of accrued excise taxes, while we did not repurchase any shares of common stock in the first nine months of 2024.