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Form 8-K · Current Report · Filed 2025-11-06

Norfolk Southern Merger Agreement Faces Shareholder Litigation

Norfolk Southern Corporation has entered into a definitive merger agreement with Union Pacific Corporation, subject to shareholder approval and regulatory scrutiny.

Filer
Norfolk Southern Corporation NSC · NYSE
Filed
Accession
0001193125-25-270037
CIK
0000702165
Signal
Medium impactIndustrials

Details

Special meetings for shareholders are scheduled for November 14, 2025. Litigation has been filed by shareholders challenging the merger terms, with additional demands for disclosures also received. Union Pacific and Norfolk Southern believe these claims are without merit.

Items reported

Item 8.01

Other Events

Lawsuit Filed

Market reaction

Close before filing

$280.77

Next session

+1.2%

Since filing

+19.5%

Latest close

$335.48

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from NSC reporting the same item, with the next session's move:

About Norfolk Southern Corporation

Norfolk Southern Corporation is a Class I railroad company that plays a vital role in the U.S. transportation sector. Its primary function is to provide freight transportation services across a comprehensive network that spans the eastern United States. The company's expansive rail system facilitates the efficient movement of raw materials, intermediate products, and finished goods, thus supporting key industries such as agriculture, automotive, chemicals, coal, and intermodal traffic. Norfolk Southern's operations are integral to supply chains and the overall economy, as they help transport essential products swiftly over long distances. With a focus on safety, sustainability, and technological enhancements, the company strives to improve operational efficiency and reduce its environmental footprint. Norfolk Southern's services are critical to logistics and transportation, significantly impacting regional and national market dynamics by enabling competitive pricing and timely delivery. Its strategic rail connections and robust infrastructure underscore its importance in the rail transportation industry.

Exchange NYSE Industry Railroads Company website ↗

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