Form 8-K

8-K — NORFOLK SOUTHERN CORP

Accession: 0001193125-26-313393

Filed: 2026-07-23

Period: 2026-07-23

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-20260723.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-20260723.htm · Sequence: 1

8-K

0000702165false00007021652026-07-232026-07-23

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): July 23, 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 July 23, 2026, Norfolk Southern Corporation (the “Company”) issued a press release reporting second-quarter results for 2026, as well as its Quarterly Financial Data for the second 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 Company also updated its 2026 adjusted operating expense guidance range to $8.8 to $8.9 billion to account for an increase in estimated incremental fuel expense.

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 July 23, 2026

99.2

2026 Q2 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: July 23, 2026

EX-99.1

Filename: nsc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Norfolk Southern reports second quarter 2026 results

Railroad achieves record quarterly revenues

ATLANTA, July 23, 2026 – Norfolk Southern Corporation (NYSE: NSC) announced Thursday its second quarter 2026 financial results. For the quarter, revenue was $3.5 billion, income from railway operations was $1.1 billion, operating ratio was 67.6%, and diluted earnings per share were $3.26.

Adjusting the results to exclude merger-related expenses, restructuring and other charges, and the effects of the Eastern Ohio incident, second quarter income from railway operations was $1.2 billion, the operating ratio was 65.5%, and diluted earnings per share were $3.52.

“Norfolk Southern delivered a strong second quarter, exceeding our expectations as demand improved across key markets,” said Mark George, President and Chief Executive Officer. “Our team adapted to a dynamic operating environment with focus and an unwavering commitment to safety. The progress we achieved reflects the dedication of our railroaders and the strength of our franchise.”

George added, “As we look to the second half of the year, our priorities remain clear: operating a safe, reliable railroad, providing high-quality, consistent service for our customers, and executing with discipline to capitalize on emerging opportunities. With encouraging demand trends, we are well positioned to create value for our customers, shareholders, and the communities we serve.”

Second Quarter Summary

•

Railway operating revenues of $3.5 billion were an all-time quarterly record, up $355 million, or 11% compared to the second quarter 2025, on a volume increase of 4% year-over-year, and higher fuel surcharges representing six points of the revenue growth.

•

Income from railway operations was $1.1 billion, a decrease of $51 million, or 4%, compared to second quarter 2025.

Adjusting for the effects of merger-related expenses in 2026 and restructuring and other charges and the Eastern Ohio incident in both years, income from railway operations was $1.2 billion, an increase of $58 million, or 5%, compared to adjusted second quarter 2025.

•

Operating ratio in the quarter was 67.6% compared to 62.2% in second quarter 2025.

Adjusting for the effects of merger-related expenses in 2026 and restructuring and other charges and the Eastern Ohio incident in both years, the operating ratio for second quarter 2026 was 65.5%, 210 basis points higher than adjusted second quarter 2025. Higher fuel expense and the corresponding growth in fuel surcharge revenues translated to 110 basis points of headwind to the operating ratio on a year-over-year basis.

Norfolk Southern Corporation | 1

•

Diluted earnings per share were $3.26, down $0.15, or 4%, compared to second quarter 2025.

Adjusting for the effects of merger-related expenses in 2026 and restructuring and other charges and the Eastern Ohio incident in both years, diluted earnings per share were $3.52, up $0.23, or 7%, compared to adjusted second 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 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

Norfolk Southern Corporation | 2

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

Second

($ in millions, except per share amounts)

Quarter 2026

Income from railway operations

1,124

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

Adjusted income from railway operations

1,196

Operating ratio

67.6

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

(2.1

Adjusted operating ratio

65.5

Diluted earnings per share

3.26

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

0.26

Adjusted diluted earnings per share

3.52

Second

($ in millions, except per share amounts)

Quarter 2025

Income from railway operations

1,175

Restructuring and other charges and effect of the Incident

(37

)

Adjusted income from railway operations

1,138

Operating ratio

62.2

Restructuring and other charges and effect of the Incident

1.2

Adjusted operating ratio

63.4

Diluted earnings per share

3.41

Restructuring and other charges and effect of the Incident

(0.12

)

Adjusted diluted earnings per share

3.29

Norfolk Southern Corporation | 3

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)

Second Quarter

First Six Months

2026

2025

2026

2025

(in millions, except per share amounts)

Railway operating revenues

Merchandise

2,133

1,972

4,018

3,835

Intermodal

908

743

1,657

1,503

Coal

424

395

788

765

Total railway operating revenues

3,465

3,110

6,463

6,103

Railway operating expenses

Compensation and benefits

744

692

1,484

1,431

Purchased services and rents

550

520

1,072

1,018

Fuel

405

219

661

463

Depreciation

358

346

710

692

Materials and other

212

195

401

400

Merger-related expenses

—

103

—

Restructuring and other charges

Eastern Ohio incident

(47

)

(232

)

Total railway operating expenses

2,341

1,935

4,462

3,782

Income from railway operations

1,124

1,175

2,001

2,321

Other income – net

Interest expense on debt

197

201

394

400

Income before income taxes

959

998

1,674

1,976

Income taxes

225

230

393

458

Net income

734

768

1,281

1,518

Earnings per share – diluted

3.26

3.41

5.69

6.72

Weighted average shares outstanding – diluted

225.0

225.2

225.0

225.8

Norfolk Southern Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

June 30,

December 31,

2026

2025

($ in millions)

Assets

Current assets:

Cash and cash equivalents

1,069

1,530

Accounts receivable – net

1,177

988

Materials and supplies

327

271

Other current assets

228

409

Total current assets

2,801

3,198

Investments

4,155

4,089

Properties less accumulated depreciation of $15,031 and $14,617, respectively

36,626

36,479

Other assets

1,540

1,470

Total assets

45,122

45,236

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

1,783

1,863

Income and other taxes

218

340

Other current liabilities

720

965

Current maturities of long-term debt

649

607

Total current liabilities

3,370

3,775

Long-term debt

15,967

16,480

Other liabilities

1,714

1,723

Deferred income taxes

7,818

7,711

Total liabilities

28,869

29,689

Stockholders’ equity:

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

outstanding 224,608,373 and 224,420,699 shares, respectively, net of treasury shares

226

Additional paid-in capital

2,332

2,296

Accumulated other comprehensive loss

(212

)

(210

)

Retained income

13,907

13,235

Total stockholders’ equity

16,253

15,547

Total liabilities and stockholders’ equity

45,122

45,236

See accompanying notes to consolidated financial statements.

Norfolk Southern Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

First Six Months

2026

2025

($ in millions)

Cash flows from operating activities

Net income

1,281

1,518

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

Depreciation

710

692

Deferred income taxes

108

109

Gains and losses on properties

(18

)

(57

)

Changes in assets and liabilities affecting operations:

Accounts receivable

(190

)

(57

)

Materials and supplies

(56

)

(36

)

Other current assets

Current liabilities other than debt

(386

)

(106

)

Other – net

(113

)

(90

)

Net cash provided by operating activities

1,398

2,027

Cash flows from investing activities

Property additions

(821

)

(924

)

Property sales and other transactions

177

Investment purchases

)

(613

)

Investment sales and other transactions

Net cash used in investing activities

(629

)

(1,435

)

Cash flows from financing activities

Dividends

(606

)

(609

)

Common stock transactions

(12

)

Purchase and retirement of common stock

)

(456

)

Proceeds from borrowings

—

396

Debt repayments

(607

)

(253

)

Net cash used in financing activities

(1,230

)

(930

)

Net decrease in cash and cash equivalents

(461

)

(338

)

Cash and cash equivalents

At beginning of year

1,530

1,641

At end of period

1,069

1,303

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest (net of amounts capitalized)

377

378

Income taxes (net of refunds)

386

414

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Merger-Related Expenses

During the second quarter and the first six months of 2026, we incurred merger-related expenses of $51 million and $103 million, respectively, primarily related to costs associated with employee retention agreements, third-party advisor fees, and legal fees.

2. Restructuring and Other Charges

During the second quarter of 2026, we recorded $6 million in expenses related to severance costs associated with organizational changes. During the second quarter of 2025, we recorded $10 million in expenses primarily related to the restructuring of certain technology functions, which includes severance costs for impacted employees and other expenses.

3. Eastern Ohio Incident

On February 3, 2023, a train operated by us derailed in East Palestine, Ohio (the Incident). During the second quarter of 2026, we incurred expenses of $15 million, as compared to $47 million of net recoveries for the same period last year. The total amounts recognized include the impact of $3 million and $154 million in recoveries during the second quarter of 2026 and 2025, respectively. In the first six months of 2026 and 2025, we recognized $25 million of expenses, and $232 million of net recoveries, respectively. The total amounts recognized include the impact of $4 million and $378 million in recoveries during the first six months of 2026 and 2025, respectively.

4. Stock Repurchase Program

We did not repurchase any shares of common stock in the first six months of 2026, while we repurchased and retired 1.9 million shares of common stock under our stock repurchase program during the same period last year at a cost of $455 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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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

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:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration