Every material Form 8-K Norfolk Southern filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Norfolk Southern reported third-quarter 2026 results with railway operating revenues of $3.5 billion, a quarterly record and up 14% from a year earlier. Diluted earnings per share were $3.37, up 7%, but the operating ratio worsened to 67.4% from 64.6%, so higher costs absorbed part of the revenue gain. Shareholders should note that the company's adjusted figures exclude merger-related expenses and effects of the Eastern Ohio incident.
Railway operating revenues were $3.5 billion, up $423 million or 14%, with volume up 3% and higher fuel surcharges adding eight points of growth
Diluted EPS were $3.37, up $0.21 or 7%; adjusted diluted EPS were $3.62, up $0.32 or 10%
Income from railway operations was $1.2 billion, up $52 million or 5%; fuel expense rose to $420 million from $237 million
Operating ratio was 67.4% versus 64.6% a year earlier; adjusted operating ratio was 65.4%, 210 basis points higher than adjusted third quarter 2025
Norfolk Southern reported second-quarter 2026 railway operating revenue of $3.5 billion, an all-time quarterly record and up 11% from a year earlier. GAAP diluted earnings per share fell 4% to $3.26, while adjusted EPS rose 7% to $3.52 after excluding merger-related expenses, restructuring charges and Eastern Ohio incident effects. The company also raised its 2026 adjusted operating expense guidance to $8.8 to $8.9 billion, citing higher estimated incremental fuel expense.
Revenue of $3.5 billion rose $355 million, or 11%, on a 4% volume increase and higher fuel surcharges.
GAAP income from railway operations was $1.1 billion, down $51 million, or 4%; the GAAP operating ratio was 67.6% versus 62.2%.
Adjusted diluted EPS was $3.52, up $0.23, or 7%; adjusted operating ratio was 65.5%, 210 basis points higher year over year.
2026 adjusted operating expense guidance was updated to $8.8 to $8.9 billion for higher estimated incremental fuel expense.
Norfolk Southern's Chief Operating Officer, John Orr, resigned for good reason effective May 31, 2026, citing proposed operational changes that would reduce his duties. Vice President and Chief Mechanical Officer Brian Barr was appointed COO effective June 1, 2026, while Orr stays on as a special advisor to the Board Chair until he retires on July 1, 2026. The change occurs while the company's merger agreement with Union Pacific is pending, and Orr's advisory role runs until that merger closes or June 1, 2027.
Orr's resignation took effect May 31, 2026; he is employed as a special advisor through June 30, 2026 and retires July 1, 2026.
Orr will receive the remaining balance of his $2,250,000 retention bonus in a lump sum within 30 days after the Union Pacific merger closes.
Barr, age 47, receives a $600,000 annual base salary and an incentive opportunity equal to 130% of salary, prorated for 2026.
Barr's total retention bonus was increased to $2 million, with remaining $600,000 installments vesting in January 2027.
Norfolk Southern reported first-quarter 2026 results on April 24, 2026. Reported diluted earnings per share fell 27% to $2.43, and income from railway operations fell 23% to $877 million, reflecting a $185 million Eastern Ohio incident recovery in the prior-year quarter and $52 million in merger-related expenses. Excluding those items, adjusted EPS was $2.65, down 1%, and revenue was flat at $3.0 billion.
Railway operating revenues were $3.0 billion, up $5 million, or flat, on a 1% volume decline.
Income from railway operations was $877 million, down $269 million, or 23%; operating ratio was 70.7% versus 61.7% a year earlier.
Diluted EPS was $2.43 versus $3.31 in the first quarter of 2025; adjusted diluted EPS was $2.65 versus $2.69.
The company did not repurchase any shares in the first quarter of 2026, compared with $250 million of repurchases in the same period of 2025.
Norfolk Southern's freight railroad subsidiary renewed the lease on its Atlanta headquarters building on April 1, 2026, under amended agreements with BA Leasing BSC, LLC, with an aggregate lease amount of approximately $498.7 million. The Company guaranteed all of the subsidiary's lease obligations, and the lease is now structured as a finance lease for financial reporting purposes rather than an operating lease.
Aggregate lease amount of approximately $498.7 million; rent is monthly at a floating rate of Term SOFR plus an applicable margin
Base term of five years from the April 1, 2026 Closing Date, triple-net, with the subsidiary responsible for maintenance, insurance and property taxes
At least 90 days before the base term ends, the subsidiary must extend for five years, buy the building, or arrange a sale to a third party
Original arrangements dated March 1, 2019 were amended and restated; BA Leasing BSC, LLC is now the sole counterparty
Norfolk Southern reported fourth-quarter 2025 revenue of $3.0 billion, down 2% from a year earlier, and diluted earnings per share of $2.87, down 11% from $3.23 in the prior-year quarter, which included railway line sales. Excluding merger-related expenses and the Eastern Ohio incident, the company reported Q4 diluted EPS of $3.22, up 6% from adjusted prior-year results, and full-year 2025 diluted EPS of $12.75, up 10%. Shareholders get a mixed picture: reported quarterly profit fell, while full-year results and adjusted quarterly profit improved.
Q4 2025 railway operating revenues were $3.0 billion, down $50 million, or 2%, with volume down 4%
Q4 2025 income from railway operations was $937 million, down 17%; the quarter included a net gain of $85 million from a large land sale
Full-year 2025 diluted EPS was $12.75, up 10%, and the full-year operating ratio was 64.2%, compared with 66.4% in 2024
Company repurchased and retired 2.2 million shares in 2025 at a cost of $533 million
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