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Form 8-K · Current Report · Filed 2025-11-17

Norfolk Southern Shareholders Approve Merger with Union Pacific

Norfolk Southern Corporation announced that its shareholders overwhelmingly approved the proposed merger with Union Pacific Corporation at a Special Meeting held on November 14, 2025.

Filer
Norfolk Southern Corporation NSC · NYSE
Filed
Accession
0001193125-25-283950
CIK
0000702165
Signal
High impactIndustrials

Details

The merger, which is expected to create America's first coast-to-coast transcontinental railroad, received nearly 99% approval. Under the terms of the agreement, Norfolk Southern shareholders will receive 1.0 Union Pacific common share and $88.82 in cash for each share of Norfolk Southern owned. The transaction is expected to close by early 2027, pending regulatory approval and customary closing conditions.

Items reported

Item 5.07

Submission of Matters to a Vote of Security Holders

Approved Merger
Item 8.01

Other Events

Corporate Update
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$283.98

Next session

-1.1%

Since filing

+18.1%

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.

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