NSC / Norfolk Southern Corporation - SEC Filings, Annual Report, Proxy Statement

Norfolk Southern Corporation
US ˙ NYSE ˙ US6558441084

Basic Stats
LEI 54930036C8MWP850MI84
CIK 702165
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Norfolk Southern Corporation
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
September 5, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

September 5, 2025 425

Filed by Norfolk Southern Corporation

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

September 3, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 28, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 27, 2025 425

Filed by Norfolk Southern Corporation

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 27, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 26, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 25, 2025 425

Filed by Norfolk Southern Corporation

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 25, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 22, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 21, 2025 425

Filed by Norfolk Southern Corporation

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 21, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 20, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 19, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 19, 2025 425

Filed by Norfolk Southern Corporation

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 19, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 19, 2025 425

Transcript of Conversation Between Governor Jim Pillen & Eric Gehringer

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 18, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 14, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 13, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 12, 2025 425

NO OFFER OR SOLICITATION

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 12, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE14a-12 AND RULE14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 11, 2025 425

Filed by Norfolk Southern Corporation

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 11, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 7, 2025 425

America’s First Transcontinental Railroad Union Pacific and Norfolk Southern to Combine 7/29/2025 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDE

425 America’s First Transcontinental Railroad Union Pacific and Norfolk Southern to Combine 7/29/2025 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 7, 2025 425

* * * NO OFFER OR SOLICITATION

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 6, 2025 425

NO OFFER OR SOLICITATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 6, 2025 425

Transcript for Employee Town Hall Talk: Why Is the UP-NS Agreement a Win for All Stakeholders?

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 5, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE14a-12 AND RULE14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

August 4, 2025 425

* * *

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

August 4, 2025 425

Protecting and Expanding Opportunities for Employees and Local Economies Union Pacific Invests in Its People 17% Employee Veterans Free College for Proudly Served or Serving in All Employees Our Nation’s Armed Forces Starting Day One Multigenerationa

425 Protecting and Expanding Opportunities for Employees and Local Economies Union Pacific Invests in Its People 17% Employee Veterans Free College for Proudly Served or Serving in All Employees Our Nation’s Armed Forces Starting Day One Multigenerational 74 Hours of Training Per Railroad Families Employee Annually6 Building America with Pride Empowering America’s Workforce Across Generations to M

August 4, 2025 425

Rail is the Safest Mode to Transport Freight Over Land in the United States A single intermodal train can remove 500 trucks from the nation’s congested highways Union Pacific – leading personal safety in 2025 Industrywide Safety Improvements over 20

425 Rail is the Safest Mode to Transport Freight Over Land in the United States A single intermodal train can remove 500 trucks from the nation’s congested highways Union Pacific – leading personal safety in 2025 Industrywide Safety Improvements over 20 Years Overall train incident rate Employee injury rate Grade crossing collision decreased 27%3 fell 50%3 rates dropped 25%3 Improving Safety and S

July 31, 2025 425

Fox Business The Claman Countdown—Jim Vena and Mark George Interview 7.29.25

425 Filed by Union Pacific Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

July 31, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 30, 2025 425

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

425   FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE14a-12 AND RULE14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 30, 2025 425

FILED BY UNION PACIFIC CORPORATION

FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 30, 2025 425

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 29, 2025 (July 28, 2025) UNI

425 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 29, 2025 (July 28, 2025) UNION PACIFIC CORPORATION (Exact name of registrant as specified in its charter) Utah 1-6075 13-2626465 (State or other jurisdiction of Incorporation

July 30, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE14a-12 AND RULE14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 30, 2025 425

Benefits of Transaction Video Transcript Narration Script

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 30, 2025 425

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 29, 2025 (July 28, 2025) NOR

425 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 29, 2025 (July 28, 2025) NORFOLK SOUTHERN CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction of Incorp

July 30, 2025 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among UNION PACIFIC CORPORATION, RUBY MERGER SUB 1 CORPORATION, RUBY MERGER SUB 2 LLC NORFOLK SOUTHERN CORPORATION Dated as of July 28, 2025

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among UNION PACIFIC CORPORATION, RUBY MERGER SUB 1 CORPORATION, RUBY MERGER SUB 2 LLC and NORFOLK SOUTHERN CORPORATION Dated as of July 28, 2025 TABLE OF CONTENTS Page Article 1 THE MERGERS Section 1.1 The Mergers 6 Section 1.2 Closing 6 Section 1.3 Effective Times 7 Section 1.4 Effects of the Mergers 7 Section 1.5 Organizati

July 30, 2025 425

CNBC Squawk on The Street—Jim Vena and Mark George Interview 7.29.25

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

July 30, 2025 425

Union Pacific’s Jim Vena and Norfolk Southern’s Mark George Interview on CNBC “Squawk on the Street” July 29, 2025

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 30, 2025 425

NO OFFER OR SOLICITATION

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

July 30, 2025 425

Fox Business The Claman Countdown—Jim Vena and Mark George Interview 7.29.25

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

July 30, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 29, 2025 EX-31.A

Rule 13a-14(a)/15d-14(a) CEO Certifications.

Exhibit 31-A CERTIFICATIONS I, Mark R. George, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

July 29, 2025 8-K

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 29, 2025 (July 28, 2025) NOR

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 29, 2025 (July 28, 2025) NORFOLK SOUTHERN CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction of Incorporat

July 29, 2025 EX-99.2

Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income Second Quarter First Six Months 2025 2024 2025 2024 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,972 $ 1,904 $ 3,835 $ 3,767 Intermo

EX-99.2 Exhibit 99.2 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) Second Quarter First Six Months 2025 2024 2025 2024 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,972 $ 1,904 $ 3,835 $ 3,767 Intermodal 743 742 1,503 1,487 Coal 395 398 765 794 Total railway operating revenues 3,110 3,044 6,103 6,048 Railway operati

July 29, 2025 EX-2.1

Agreement and Plan of Merger, dated as of July 28, 2025, by and among Union Pacific Corporation, Ruby Merger Sub 1 Corporation, Ruby Merger Sub 2 LLC and Norfolk Southern Corporation*

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among UNION PACIFIC CORPORATION, RUBY MERGER SUB 1 CORPORATION, RUBY MERGER SUB 2 LLC and NORFOLK SOUTHERN CORPORATION Dated as of July 28, 2025 TABLE OF CONTENTS Page Article 1 THE MERGERS Section 1.1 The Mergers 6 Section 1.2 Closing 6 Section 1.3 Effective Times 7 Section 1.4 Effects of the Mergers 7 Section 1.5 Organizati

July 29, 2025 425

FILED BY UNION PACIFIC CORPORATION

FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 29, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 29, 2025 8-K

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 29, 2025 (July 29, 2025) NOR

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 29, 2025 (July 29, 2025) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporat

July 29, 2025 EX-99.1

Norfolk Southern reports second quarter 2025 results Delivers net income and EPS growth of 4% and 5%, respectively; adjusted net income and EPS improved 7% and 8%, respectively Expects 2%-3% growth in revenues and 100–150 bps of improvement in adjust

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern reports second quarter 2025 results Delivers net income and EPS growth of 4% and 5%, respectively; adjusted net income and EPS improved 7% and 8%, respectively Expects 2%-3% growth in revenues and 100–150 bps of improvement in adjusted OR for the full year ATLANTA, July 29, 2025 – Norfolk Southern Corporation (NYSE: NSC) announced Tuesday

July 29, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8339 NORFOLK SOUTHERN CORPORATIO

July 29, 2025 EX-99.1

Union Pacific and Norfolk Southern to Create America’s First Transcontinental Railroad

EX-99.1 Exhibit 99.1 Union Pacific and Norfolk Southern to Create America’s First Transcontinental Railroad • Transaction to transform the U.S. supply chain and economy; strengthen domestic manufacturing; and preserve union jobs • Two legendary railroads enter agreement to combine in stock and cash merger, creating a combined enterprise of over $250 billion • Transaction values Norfolk Southern at

July 29, 2025 425

UNION PACIFIC AND NORFOLK TO CREATE AMERICA’S FIRST TRANSCONTINENTAL Unleashing the industrial strength of American manufacturing, transforming the U.S. supply chain, and creating new sources of economic growth and workforce opportunity that preserve

425 Filed by Norfolk Southern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Norfolk Southern Corporation Commission File No.

July 29, 2025 EX-31.B

Rule 13a-14(a)/15d-14(a) CFO Certifications.

Exhibit 31-B CERTIFICATIONS I, Jason A. Zampi, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

July 29, 2025 EX-99.2

Cautionary Information This presentation and related materials contain statements that are forward looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate

EX-99.2 Exhibit 99.2 America’s First Transcontinental Railroad Union Pacific and Norfolk Southern to Combine 1 AMERICA’S FIRST TRANSCONTINENTAL RAILROAD 7/29/2025 Cautionary Information This presentation and related materials contain statements that are forward looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessaril

July 29, 2025 8-K

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 29, 2025 (July 28, 2025) NOR

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 29, 2025 (July 28, 2025) NORFOLK SOUTHERN CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction (Commission (

July 29, 2025 425

Union Pacific-Norfolk Southern Transaction Q&A

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 29, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 29, 2025 425

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 29, 2025 (July 28, 2025) UNI

425 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 29, 2025 (July 28, 2025) UNION PACIFIC CORPORATION (Exact name of registrant as specified in its charter) Utah 1-6075 13-2626465 (State or other jurisdiction of Incorporation

July 29, 2025 425

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 29, 2025 (July 28, 2025) NOR

425 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 29, 2025 (July 28, 2025) NORFOLK SOUTHERN CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction (Commissi

July 29, 2025 EX-10.1

Norfolk Southern Executive Severance Plan as amended and restated on May 8, 2025.

Exhibit 10.1 NORFOLK SOUTHERN EXECUTIVE SEVERANCE PLAN (Amended and Restated Effective May 8, 2025) 1.Introduction. 1.1Purpose. The purpose of the Plan is to ensure that the Company will have the continued dedication of its key employees by providing severance protection to selected individuals. The Plan is intended to be an unfunded welfare plan maintained primarily for the purpose of providing s

July 29, 2025 EX-99.3

FORWARD-LOOKING STATEMENTS / NON-GAAP MEASURES This presentation and the related materials contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Th

EX-99.3 Exhibit 99.3 Q2 2025 EARNINGS July 29, 2025 FORWARD-LOOKING STATEMENTS / NON-GAAP MEASURES This presentation and the related materials contain “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 future performance of Norfolk Southern Corporation (NYSE

July 29, 2025 425

Delivering Benefits to All Stakeholders Union Pacific and Norfolk Southern announced an agreement to create America’s first transcontinental railroad, building on President Abraham Lincoln’s vision from nearly 165 years ago. This combination will tra

425 Delivering Benefits to All Stakeholders Union Pacific and Norfolk Southern announced an agreement to create America’s first transcontinental railroad, building on President Abraham Lincoln’s vision from nearly 165 years ago.

July 29, 2025 425

FILED BY UNION PACIFIC CORPORATION

425 FILED BY UNION PACIFIC CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: NORFOLK SOUTHERN CORPORATION COMMISSION FILE NO.

July 24, 2025 8-K

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 24, 2025 NORFOLK SOUTHERN CO

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 24, 2025 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commission

July 24, 2025 EX-99.1

Norfolk Southern and Union Pacific Discussing Possible Merger

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern and Union Pacific Discussing Possible Merger ATLANTA, July 24, 2025 –Norfolk Southern Corporation (NYSE: NSC) and Union Pacific Corporation (NYSE: UNP) confirmed today that the companies are engaged in advanced discussions regarding a potential business combination. There can be no assurances as to whether an agreement for a transaction w

June 26, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year end DECEMBER 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 1-8339 A.

June 26, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year end DECEMBER 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 1-8339 A.

June 13, 2025 EX-99.1

Norfolk Southern board of directors elects Richard Anderson as chair

EX-99.1 Exhibit 99.1 Media Inquiries: [email protected] FOR IMMEDIATE RELEASE Norfolk Southern board of directors elects Richard Anderson as chair ATLANTA, June 12, 2025 – Norfolk Southern Corporation’s (NYSE: NSC) Board of Directors has unanimously appointed Richard H. Anderson, the former CEO and Executive Chairman of Delta Air Lines, President of Optum Health, CEO of Northwest Airlines

June 13, 2025 8-K

Regulation FD Disclosure

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): June 13, 2025 (June 12, 2025) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction of Incorporat

June 3, 2025 8-K

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): June 2, 2025 NORFOLK SOUTHERN COR

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): June 2, 2025 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commission

June 3, 2025 EX-99.1

Claude Mongeau resigns as Chair of Norfolk Southern Board New Chair to be elected at the next scheduled meeting of the Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE Claude Mongeau resigns as Chair of Norfolk Southern Board New Chair to be elected at the next scheduled meeting of the Board of Directors ATLANTA, June 3, 2025 – Norfolk Southern Corporation (NYSE: NSC) today announced Chairman Claude Mongeau has resigned from the Board of Directors this week for personal reasons. The board will elect a new chair at its next sche

May 9, 2025 8-K

Current Report

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): May 9, 2025 (May 8, 2025) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction of Incorporation)

May 2, 2025 EX-4.1

Thirteenth Supplemental Indenture, dated as of May 2, 2025, between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee.

EX-4.1 Exhibit 4.1 NORFOLK SOUTHERN CORPORATION, as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. BANK NATIONAL ASSOCIATION), as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of May 2, 2025 to INDENTURE Dated as of February 28, 2018 5.100% Senior Notes due 2035 TABLE OF CONTENTS ARTICLE I Definitions SECTION 1.01 Definitions 1 ARTICLE II Establishment of the N

May 2, 2025 8-K

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): May 2, 2025 (May 2, 2025) NORFOLK

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): May 2, 2025 (May 2, 2025) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction of Incorporation)

April 29, 2025 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 NORFOLK SOUTHERN CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

April 29, 2025 424B5

$400,000,000 5.100% Senior Notes due 2035

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276166 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 20, 2023) $400,000,000 5.100% Senior Notes due 2035 We are offering $400 million aggregate principal amount of our 5.100% senior notes due 2035 (the “Notes”). The Notes will bear interest at a rate of 5.100% per year. We will pay interest semi-annually in arrears on the Notes on May 1 a

April 29, 2025 8-K

Current Report

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): April 29, 2025 (April 28, 2025) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorpor

April 29, 2025 EX-1.1

Underwriting Agreement, dated April 28, 2025, among the Registrant and BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC

Exhibit 1.1 Execution Version Norfolk Southern Corporation $400,000,000 5.100% Senior Notes due 2035 UNDERWRITING AGREEMENT April 28, 2025 BofA Securities, Inc. SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC April 28, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 SMBC Nikko Securities America, Inc. 277 Park Avenue New York, New York 10172 Wells Fargo Securiti

April 28, 2025 FWP

Pricing Term Sheet Dated as of April 28, 2025 Norfolk Southern Corporation $400,000,000 5.100% Senior Notes due 2035

Filed Pursuant to Rule 433 Free Writing Prospectus Registration Statement No. 333-276166 Pricing Term Sheet Dated as of April 28, 2025 Norfolk Southern Corporation $400,000,000 5.100% Senior Notes due 2035 The following information, which should be read in conjunction with the Preliminary Prospectus Supplement dated April 28, 2025 (the “Preliminary Prospectus Supplement”), supplements, and to the

April 28, 2025 424B5

SUBJECT TO COMPLETION, DATED APRIL 28, 2025

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-276166 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permit

April 23, 2025 EX-31.B

Rule 13a-14(a)/15d-14(a) CFO Certifications.

Exhibit 31-B CERTIFICATIONS I, Jason A. Zampi, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

April 23, 2025 EX-99.1

Norfolk Southern reports first quarter 2025 results Delivers adjusted net income and EPS growth of 8% despite weather-related disruptions Reiterates full-year guidance while recognizing macro-economic uncertainty

Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern reports first quarter 2025 results Delivers adjusted net income and EPS growth of 8% despite weather-related disruptions Reiterates full-year guidance while recognizing macro-economic uncertainty ATLANTA, April 23, 2025 – Norfolk Southern Corporation (NYSE: NSC) announced Wednesday its first quarter 2025 financial results. For the quarter, revenu

April 23, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8339 NORFOLK SOUTHERN CORPORATI

April 23, 2025 EX-99.2

Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income First Quarter 2025 2024 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,863 $ 1,863 Intermodal 760 745 Coal 370 396 Total railway opera

Exhibit 99.2 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) First Quarter 2025 2024 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,863 $ 1,863 Intermodal 760 745 Coal 370 396 Total railway operating revenues 2,993 3,004 Railway operating expenses Compensation and benefits 739 736 Purchased services and rents 498 528 F

April 23, 2025 EX-31.A

Rule 13a-14(a)/15d-14(a) CEO Certifications.

Exhibit 31-A CERTIFICATIONS I, Mark R. George, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

April 23, 2025 8-K

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): April 23, 2025 (April 23, 2025) N

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): April 23, 2025 (April 23, 2025) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorpor

April 18, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

March 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2

February 10, 2025 EX-21

Subsidiaries of the Registrant.

Exhibit 21 APPENDIX A Page 1 of 2 CONSOLIDATED (MORE THAN 50% OWNED AND CONTROLLED) SUBSIDIARIES OF NORFOLK SOUTHERN CORPORATION AND STATES OF INCORPORATION AS OF JANUARY 31, 2025 STATE OR COUNTRY OF INCORPORATION General American Insurance Company Georgia Norfolk Southern Properties, Inc.

February 10, 2025 EX-10.II

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Non-Qualified Stock Options approved by the Human Capital Management and Compensation Committee on January 28, 2025.

Exhibit 10(ii) Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Non-Qualified Stock Option This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No.

February 10, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 1-8339 NORFOLK SOUTHERN CORPORATION (Ex

February 10, 2025 EX-10.KK

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Performance Share Units approved by the Human Capital Management and Compensation Committee on January 28, 2025.

Exhibit 10(kk) Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Units This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No.

February 10, 2025 EX-19

Norfolk Southern Corporation Insider Trading policies and procedures.

Exhibit 19 Insider Trading Guidelines EFFECTIVE: March 16, 2022 Guidance Document ID: 212.

February 10, 2025 EX-31.B

Rule 13a-14(a)/15d-14(a) CFO Certification.

Exhibit 31-B CERTIFICATIONS I, Jason A. Zampi, certify that: 1.I have reviewed this Annual Report on Form 10-K of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 10, 2025 EX-31.A

Rule 13a-14(a)/15d-14(a) CEO Certification.

Exhibit 31-A CERTIFICATIONS I, Mark R. George, certify that: 1.I have reviewed this Annual Report on Form 10-K of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

February 10, 2025 EX-10.JJ

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Restricted Stock Units approved by the Human Capital Management and Compensation Committee on January 28, 2025.

Exhibit 10(jj) Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Units This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No.

January 29, 2025 EX-99.2

Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income Fourth Quarter Years Ended December 31, 2024 2023 2024 2023 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,842 $ 1,849 $ 7,470 $ 7,353

EX-99.2 Exhibit 99.2 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) Fourth Quarter Years Ended December 31, 2024 2023 2024 2023 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,842 $ 1,849 $ 7,470 $ 7,353 Intermodal 792 794 3,042 3,090 Coal 390 430 1,611 1,713 Total railway operating revenues 3,024 3,073 12,123 12,156 R

January 29, 2025 8-K

Current Report

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): January 29, 2025 (January 29, 2025) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of inco

January 29, 2025 EX-99.1

Norfolk Southern reports fourth quarter and full year 2024 results Met commitments for second-half and full-year 2024 operating ratio Productivity initiatives drive results with additional opportunity in 2025

EX-99.1 Exhibit 99.1 Norfolk Southern reports fourth quarter and full year 2024 results Met commitments for second-half and full-year 2024 operating ratio Productivity initiatives drive results with additional opportunity in 2025 ATLANTA, Jan. 29, 2025 – Norfolk Southern Corporation (NYSE: NSC) announced Wednesday its fourth quarter and full-year 2024 financial results. For the quarter, revenue wa

January 27, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 27, 2025 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commiss

January 27, 2025 EX-99.1

Norfolk Southern names Lori J. Ryerkerk to board of directors

Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern names Lori J. Ryerkerk to board of directors ATLANTA, Jan. 27, 2025 – Norfolk Southern Corporation (NYSE: NSC) has appointed Lori J. Ryerkerk, former chairman, chief executive officer, and president of Celanese Corp., to the Board of Directors (the “Board”). Ryerkerk brings more than three decades of global leadership experience in the energy, ma

November 14, 2024 EX-99.1

Norfolk Southern to Add New Independent Director to Board via Cooperation Agreement with Shareholder Ancora

Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern to Add New Independent Director to Board via Cooperation Agreement with Shareholder Ancora ATLANTA, November 14, 2024 – Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the “Company”) today announced that it has entered into a cooperation agreement with Ancora Holdings Group, LLC (together with certain of its affiliates, “Ancora”)

November 14, 2024 EX-10.1

Cooperation Agreement, dated November 13, 2024, by and among Norfolk Southern Corporation, Ancora Catalyst Institutional LP and certain of its affiliates

Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of November 13, 2024, is made by and among Norfolk Southern Corporation, a Virginia corporation (the “Corporation”), and the entities and natural persons set forth under the “Ancora Parties” caption in the signature pages hereto and their Affiliates (as defined below) (collectively, the “An

November 14, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 14, 2024 (November 13, 2024) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction of In

October 22, 2024 8-K

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, 2024 (October 22, 202

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, 2024 (October 22, 2024) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of inco

October 22, 2024 EX-99.2

Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income

Exhibit 99.2 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) Third Quarter First Nine Months 2024 2023 2024 2023 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,861 $ 1,800 $ 5,628 $ 5,504 Intermodal 763 737 2,250 2,296 Coal 427 434 1,221 1,283 Total railway operating revenues 3,051 2,971 9,099 9,083 Railway operating e

October 22, 2024 EX-99.1

Norfolk Southern reports strong third quarter 2024 results Productivity initiatives drive further margin improvement On track to meet adjusted operating ratio targets for second half and full year 2024

Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern reports strong third quarter 2024 results Productivity initiatives drive further margin improvement On track to meet adjusted operating ratio targets for second half and full year 2024 ATLANTA, October 22, 2024 – Norfolk Southern Corporation (NYSE: NSC) announced Tuesday its third quarter 2024 financial results. For the quarter, income from railw

October 22, 2024 EX-31.A

Rule 13a-14(a)/15d-14(a) CEO Certifications.

Exhibit 31-A CERTIFICATIONS I, Mark R. George, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

October 22, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8339 NORFOLK SOUTHERN CORPO

October 22, 2024 EX-31.B

Rule 13a-14(a)/15d-14(a) CFO Certifications.

Exhibit 31-B CERTIFICATIONS I, Jason A. Zampi, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

September 30, 2024 8-K

Current Report

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): September 30, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commi

September 24, 2024 8-K

Current Report

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): September 24, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commi

September 12, 2024 EX-10.1

.1 to Norfolk Southern Corporation’s Form 8-K filed on

Exhibit 10.1 Norfolk Southern Corporation Claude Mongeau 650 West Peachtree Street NW Non-Executive Chairman of the Board Atlanta, Georgia 30308 September 11, 2024 Mark George 17106 Bay Street Jupiter, FL 33477 Dear Mark, Subject to approval by the Norfolk Southern Corporation (NS) Board of Directors, I am pleased to formally extend to you the offer of the position of President and Chief Executive

September 12, 2024 8-K

Regulation FD Disclosure

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): September 11, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commi

September 12, 2024 EX-99.1

Norfolk Southern Board of Directors Appoints Mark R. George President and Chief Executive Officer Through Unanimous Vote of Independent Directors Board Terminates Alan H. Shaw as President and Chief Executive Officer Due to Violations of Company Poli

Exhibit 99.1 NSC Leadership Transition Press Release FOR IMMEDIATE RELEASE Norfolk Southern Board of Directors Appoints Mark R. George President and Chief Executive Officer Through Unanimous Vote of Independent Directors Board Terminates Alan H. Shaw as President and Chief Executive Officer Due to Violations of Company Policies Nabanita Nag Terminated as Chief Legal Officer Company Reaffirms Full-

July 26, 2024 EX-10.1

Amendment No. 3 dated as of May 24, 2024, to the Amended and Restated Transfer and Administration Agreement, dated as of May 28, 2021.

EXECUTION VERSION Exhibit 10.1 AMENDMENT NO. 3 TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of May 24, 2024, is by and among THOROUGHBRED FUNDING, INC., a Virginia corporation (the “SPV”), NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, as originator (in such c

July 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8339 NORFOLK SOUTHERN CORPORATIO

July 26, 2024 EX-31.A

Rule 13a-14(a)/15d-14(a) CEO Certifications.

Exhibit 31-A CERTIFICATIONS I, Alan H. Shaw, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

July 26, 2024 EX-10.2

First Amendment to Term Loan Credit Agreement dated as of July 19, 2024.

EXECUTION VERSION Exhibit 10.2 FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of July 19, 2024 (this “Amendment”), is entered into among NORFOLK SOUTHERN CORPORATION (the “Borrower”), the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent (together with any successor Administrative Agent, in such capacity, the “Admin

July 26, 2024 EX-31.B

Rule 13a-14(a)/15d-14(a) CFO Certifications.

Exhibit 31-B CERTIFICATIONS I, Mark R. George, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Norfolk Southern Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

July 25, 2024 8-K

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 25, 2024 (July 25, 2024) NOR

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 25, 2024 (July 25, 2024) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporat

July 25, 2024 EX-99.2

Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income

Exhibit 99.2 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) Second Quarter First Six Months 2024 2023 2024 2023 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,904 $ 1,826 $ 3,767 $ 3,704 Intermodal 742 745 1,487 1,559 Coal 398 409 794 849 Total railway operating revenues 3,044 2,980 6,048 6,112 Railway operating expen

July 25, 2024 EX-99.1

Norfolk Southern reports second quarter 2024 results; reaffirms full year adjusted operating ratio guidance

Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern reports second quarter 2024 results; reaffirms full year adjusted operating ratio guidance ATLANTA, July 25, 2024 – Norfolk Southern Corporation (NYSE: NSC) announced Thursday its second quarter 2024 financial results. For the quarter, income from railway operations was $1.1 billion, the operating ratio was 62.8%, and diluted earnings per share w

June 27, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year end DECEMBER 31, 2023 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 1-8339 A.

June 27, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year end DECEMBER 31, 2023 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 1-8339 A.

May 15, 2024 8-K

Current Report

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): May 15, 2024 (May 9, 2024) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or Other Jurisdiction of Incorporation

May 9, 2024 PX14A6G

SONNENFELD/TIAN RESPONSE TO ANCORA'S FALSE, DEFAMATORY ALLEGATIONS

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Norfolk Southern Corporation NAME OF PERSONS RELYING ON EXEMPTION: Jeffrey Sonnenfeld and Steven Tian ADDRESS OF PERSON RELYING ON EXEMPTION: 165 Whitney Ave., New Haven CT 06511 Written materials voluntary submitted pursuant to Rule 14a- 6(g)(1) promulgated under

May 9, 2024 EX-99.1

Norfolk Southern announces shareholders have elected 10 of 13 of the company’s director nominees Results reflect support for leadership team and strategy

Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern announces shareholders have elected 10 of 13 of the company’s director nominees Results reflect support for leadership team and strategy ATLANTA, May 9, 2024 – Norfolk Southern Corporation (NYSE: NSC) announced today that the preliminary vote count of its proxy solicitor indicates that its shareholders have voted to elect 10 of Norfolk Southern’s

May 9, 2024 PX14A6G

RESPONSE TO ANCORA'S FALSE, DAMAGING, AND DEFAMATORY ASSERTIONS BY JEFFREY SONNENFELD AND STEVEN TIAN

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Norfolk Southern Corporation NAME OF PERSONS RELYING ON EXEMPTION: Jeffrey Sonnenfeld & Steven Tian ADDRESS OF PERSON RELYING ON EXEMPTION: 165 Whitney Ave., New Haven CT 06511 Written materials voluntary submitted pursuant to Rule 14a- 6(g)(1) promulgated under t

May 9, 2024 8-K

Current Report

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): May 9, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commission F

May 9, 2024 PX14A6G

FILING BY JEFFREY SONNENFELD AND STEVEN TIAN

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Norfolk Southern Corporation NAME OF PERSONS RELYING ON EXEMPTION: Jeffrey Sonnenfeld & Steven Tian ADDRESS OF PERSON RELYING ON EXEMPTION: 165 Whitney Ave., New Haven CT 06511 Written materials voluntary submitted pursuant to Rule 14a- 6(g)(1) promulgated under t

May 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 6, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

May 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2

May 6, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

May 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 3, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

May 3, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 2, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

May 1, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

May 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

May 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 30, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 30, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 30, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

April 30, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 30, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 29, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

April 29, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

April 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 26, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 25, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

April 24, 2024 EX-10

Norfolk Southern Corporation Executive Management Incentive Plan, as approved by shareholders May 14, 2015, and as amended effective March 27, 2018, November 17, 2020, November 17, 2023, and April 2, 2024.

Exhibit 10.4 NORFOLK SOUTHERN CORPORATION EXECUTIVE MANAGEMENT INCENTIVE PLAN AS APPROVED BY SHAREHOLDERS MAY 14, 2015, AS AMENDED EFFECTIVE MARCH 27, 2018, NOVEMBER 17, 2020, NOVEMBER 17, 2023, AND APRIL 2, 2024 Section I. PURPOSE OF THE PLAN It is the purpose of the Norfolk Southern Corporation Executive Management Incentive Plan (“Plan”) to enhance increased profitability for Norfolk Southern C

April 24, 2024 EX-99.2

Norfolk Southern confirms first quarter 2024 results in-line with preliminary release

EXHIBIT 99.2 FOR IMMEDIATE RELEASE Norfolk Southern confirms first quarter 2024 results in-line with preliminary release ATLANTA, April 24, 2024 – Norfolk Southern Corporation (NYSE: NSC) confirmed Wednesday morning that its first quarter 2024 financial results were in-line with preliminary results previously announced on April 9, 2024. Financial details can be found in the press release issued th

April 24, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8339 NORFOLK SOUTHERN CORPORATI

April 24, 2024 EX-10

Retention Agreement for Ann A. Adams dated January 29, 2024.

Exhibit 10.3 RETENTION AGREEMENT This Retention Agreement (“Agreement”) is entered into by and between Norfolk Southern Corporation (“Company” or “NS”) and Ann A. Adams (“Employee” or “I”). WITNESSETH: WHEREAS, Employee and Company agree that (1) a Good Reason event under the Norfolk Southern Executive Severance Plan (“Severance Plan”) will occur effective as of March 16, 2024 (“Effective Date”) a

April 24, 2024 8-K

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): April 24, 2024 (April 24, 2024) N

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): April 24, 2024 (April 24, 2024) NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorpor

April 24, 2024 EX-10

Fourth Omnibus Amendment Agreement dated February 28, 2024 between NSRC, BA Leasing, BSC, LLC, Bank of America, N.A as Administrative Agent, and each of the Rent Assignees.

Execution Version Exhibit 10.1 Fourth Omnibus Amendment Agreement This Fourth Omnibus Amendment Agreement, dated as of February 28, 2024 (this “Amendment”), is by and among Norfolk Southern Railway Company, a Virginia corporation, as Lessee (together with its permitted successors and assigns, in its capacity as Lessee, “Lessee”); Norfolk Southern Corporation, a Virginia corporation, as Guarantor (

April 24, 2024 EX-10

Offer Letter for John Orr dated March 18, 2024.

Exhibit 10.2 Norfolk Southern Corporation Alan H. Shaw 650 West Peachtree Street NW President & CEO Atlanta, GA 30308 Telephone (470) 463-4840 March 18, 2024 John Orr 2631 Sutton Cir Naperville, IL 60564 Dear John: We are pleased to have you join the Norfolk Southern team. Subject to approval by the Norfolk Southern Corporation (NS) Board of Directors (which approval I have no reason to believe wi

April 24, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

April 24, 2024 EX-99.3

Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income

EXHIBIT 99.3 Norfolk Southern Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) First Quarter 2024 2023 (in millions, except per share amounts) Railway operating revenues Merchandise $ 1,863 $ 1,878 Intermodal 745 814 Coal 396 440 Total railway operating revenues 3,004 3,132 Railway operating expenses Compensation and benefits 736 690 Purchased services and rents 528 496 F

April 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 22, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

April 22, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨            Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as perm

April 19, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 19, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 19, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 19, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 19, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

April 19, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 18, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 18, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 18, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 17, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 17, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 16, 2024 PX14A6G

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION)

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Norfolk Southern Corporation NAME OF PERSON RELYING ON EXEMPTION: American Federation of Labor and Congress of Industrial Organizations ADDRESS OF PERSON RELYING ON EXEMPTION: 815 Black Lives Matter Plaza NW, Washington, D.C. 20006 Written materials voluntary subm

April 15, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2

April 15, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 15, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

April 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 11, 2024 8-K

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): April 11, 2024 NORFOLK SOUTHERN C

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): April 11, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commissio

April 11, 2024 DEFA14A

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): April 11, 2024 NORFOLK SOUTHERN C

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): April 11, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commissio

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 9, 2024 EX-99.1

Norfolk Southern reports preliminary first quarter 2024 results Reaffirms full-year 2024 adjusted operating ratio guidance improvement, including 400+ basis points improvement in the second half Provides progress update on actions to close margin gap

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern reports preliminary first quarter 2024 results Reaffirms full-year 2024 adjusted operating ratio guidance improvement, including 400+ basis points improvement in the second half Provides progress update on actions to close margin gap with peers Results include $600M agreement in principle related to East Palestine derailment class action

April 9, 2024 8-K

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): April 9, 2024 NORFOLK SOUTHERN CO

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): April 9, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commission

April 9, 2024 SC 13G/A

NSC / Norfolk Southern Corporation / JPMORGAN CHASE & CO - FILING NORFOLK SOUTHERN CORPORATION Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* NORFOLK SOUTHERN CORPORATION (Name of Issuer) Common Stock (Par Value $1.00) (Title of Class of Securities) 655844108 (CUSIP Number) March 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

April 8, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

April 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 5, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

April 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 5, 2024 DEFA14A

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): April 4, 2024 NORFOLK SOUTHERN CO

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): April 4, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commission

April 5, 2024 EX-99.1

Norfolk Southern announces new initiatives to drive further productivity and accountability Executive compensation plan adjustments address shareholder feedback and holds management accountable to deliver on key objectives

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern announces new initiatives to drive further productivity and accountability Executive compensation plan adjustments address shareholder feedback and holds management accountable to deliver on key objectives ATLANTA, April 4, 2024 – Norfolk Southern Corporation (NYSE: NSC) provided an update Thursday on its plan to accelerate progress on it

April 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

April 5, 2024 8-K

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): April 4, 2024 NORFOLK SOUTHERN CO

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): April 4, 2024 NORFOLK SOUTHERN CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8339 52-1188014 (State or other jurisdiction of incorporation) (Commission

April 3, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

April 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

April 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

April 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

April 1, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 28, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 28, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

March 28, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 26, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

March 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 26, 2024 DEFC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

March 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

March 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

March 21, 2024 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT (Amendment No. 1) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchang

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT (Amendment No. 1) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

March 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin

March 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

March 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

March 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

March 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 20, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

March 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐  Preliminary Proxy Statement ☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐  De

March 20, 2024 EX-99.1

Norfolk Southern appoints industry veteran John Orr as chief operating officer Proven scheduled railroading operator enhances leadership team and will help accelerate implementation of the company’s strategy

Exhibit 99.1 FOR IMMEDIATE RELEASE Norfolk Southern appoints industry veteran John Orr as chief operating officer Proven scheduled railroading operator enhances leadership team and will help accelerate implementation of the company’s strategy ATLANTA, March 20, 2024 – Norfolk Southern Corporation (NYSE: NSC) announced Wednesday the appointment of John Orr as executive vice president and chief oper

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