NORFOLK SOUTHERN CORP

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. )

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Proxy Statement are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” or other comparable terminology. While the Company has based these forward-looking statements on those expectations, assumptions, estimates, beliefs, and projections it views as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, including but not limited to: (i) the Company’s ability to successfully implement its operational, productivity, and strategic initiatives; (ii) changes in domestic or international economic, political or business conditions, including those impacting the transportation industry; (iii) a significant adverse event on our network, including but not limited to a mainline accident, discharge of hazardous material, or climate-related or other network outage; (iv) the outcome of claims, litigation, governmental proceedings, and investigations involving the Company, including those with respect to the Eastern Ohio incident; (v) the nature and extent of the Company’s environmental remediation obligations related to the Eastern Ohio incident; (vi) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident or otherwise; and (vii) a significant cybersecurity incident or other disruption to our technology infrastructure. These and other important factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as the Company’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement. References in this Proxy Statement to “Norfolk Southern,” “we,” “us,” “our,” the “Company,” or the “Corporation” refer to Norfolk Southern Corporation unless the context indicates otherwise.

Non-GAAP Financial Measures

Information included within this Proxy Statement containsnon-GAAP financial measures, including adjusted operating ratio and adjusted operating income, both of which were used to calculate 2024 annual incentive awards. Thesenon-GAAP financial measures should be considered in addition to, not as a substitute for, the financial measures reported in accordance with U.S. generally accepted accounting principles (GAAP). The following tables adjust our full year 2024 GAAP calculation of operating ratio and operating income to exclude the effects of restructuring and other charges (as all other items that were previously excluded when calculating adjusted operating ratio or adjusted operating income, including those related to the impact of the Eastern Ohio incident, were included when calculating 2024 annual incentive awards). We use thesenon-GAAP financial measures internally and believe this information provides useful supplemental information to investors by excluding these charges. While we believe that thesenon-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, thesenon-GAAP financial measures may not be the same as similar measures presented by other companies. Information about the adjustments that are not currently available to us could have a potentially unpredictable and significant impact on future GAAP results. Adjusted operating ratio and adjusted operating income, as used in calculating our 2024 annual incentive awards, differ from non-GAAP adjusted operating ratio and adjusted operating income that we report externally because they do not further adjust the GAAP equivalent metrics to exclude the impact of the Eastern Ohio incident (consistent with shareholder feedback during extensive offseason engagement) and railway line sales (consistent with past practice and the terms of the underlying incentive plans). Based on shareholder feedback received in 2024, the Committee determined to include the financial impact of the East Palestine incident in calculating our executive compensation outcomes for 2024.

Norfolk Southern Corporation 650 West Peachtree Street, NW Atlanta, Georgia 30308

For the 2025 Annual Meeting

NOTICE OF ANNUAL MEETING This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting. AGENDA At the Annual Meeting of Norfolk Southern Corporation, shareholders will vote on the following items:

Election of 13 directors for a one-year term

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025

Approval of the advisory resolution on executive compensation

Such other business as properly may come before the meeting and any adjournments or postponements.

VOTING Each share of common stock (other than shares held by our wholly owned subsidiaries) held by shareholders of record of such common stock as of the close of business on March 3, 2025, is entitled to one vote on each of the items to be voted on at the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT

If you do not expect to attend the virtual Annual Meeting, we urge you to vote by telephone or internet as described below, or, if you received your materials by mail, by completing, dating, and signing the proxy card/voting instruction form, and returning it in the accompanying envelope. You may revoke your proxy or instructions at any time before your shares are voted by following the procedures described in “Voting and Proxies” beginning on page 108.

PROXY VOTING METHODS

Even if you plan to attend the virtual Annual Meeting, please vote as early as possible by using one of the following advance voting methods (see “Voting and Proxies” beginning on page 108 for additional details). Make sure to have theproxy card/voting instruction form or Notice of Internet Availability in hand, and follow the instructions. You can vote in advance in one of three ways:

By order of the Board of Directors,

J. JEREMY BALLARD

Corporate Secretary

Dated: March 28, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGTO BE HELD ON MAY 8, 2025 You may access our Notice and Proxy Statement, our Annual Report, and our form of proxy at www.proxydocs.com/NSC. In addition, our Notice and Proxy Statement and Annual Report are available on our website at www.norfolksouthern.com.

Attendance at the Meeting

To attend the virtual Annual Meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the Annual Meeting on or before 8:30 a.m. ET on May 7, 2025, by visiting www.proxydocs.com/NSC. You will need the control number found on your proxy card or voting instruction form. You will receive a confirmation e-mail with information on how to attend the meeting. After you have registered, you will be able to participate in the Annual Meeting by clicking the link shown in your confirmation e-mail. Beneficial shareholders who do not have a control number should follow the instructions provided on the voting instruction form provided by your broker, bank, or other nominee. In addition to registering for the meeting, beneficial holders that wish to vote at the meeting must obtain a legal proxy from their bank, broker, or other nominee prior to the meeting. You will need to have an electronic image (such as a pdf file or scan) of the legal proxy with you if you are voting at the meeting.

Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 8:15 a.m. ET and the meeting will begin promptly at 8:30 a.m. ET. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.proxydocs.com/NSC. If you cannot attend the meeting or if you are not a shareholder of record, you can still listen to the meeting, which will be available at www.norfolksouthern.com.

A LETTER FROM OUR BOARD CHAIR

Fellow Shareholder, On behalf of your Board of Directors, I want to thank you for your investment in Norfolk Southern. As set forth below, we made significant progress during 2024 transitioning to a refreshed Board and a new senior management team that are collectively delivering significant operational and productivity improvements for our customers and our shareholders. Integrated a Refreshed Board. We’ve added seven new directors to our Board since the start of 2024, who have collectively brought significant railroad, transportation industry, operations, financial, and regulatory expertise to the table, enhancing the Board’s ability to hold management accountable and drive long-term operational and financial performance. Each of our new directors has also completed our thorough onboarding program, giving each director an in-depth understanding of our business, industry, and operations, thereby enabling them to better advocate for and represent our shareholders. Following this refreshment, we have a cohesive and highly engaged Board that is continuing to challenge management and improve its processes. We also have one additional director, Colm Kelleher, who is not standing for re-election at the Annual Meeting. I would personally like to thank Colm for his over six years of service on the Norfolk Southern Board of Directors.

Transitioned to a Seasoned and High-Performing Senior Management Team. Since the start of 2024, we’ve also hired a new senior management team, led by our President & Chief Executive Officer, Mark George, a seasoned executive with over 35 years of professional experience in multiple global industries, including having previously served as our Executive Vice President & Chief Financial Officer. We also retained John Orr, a renowned industry executive with over four decades of experience and a strong track record of running disciplined and efficient railroads that deliver enhanced shareholder value, as our new Executive Vice President & Chief Operating Officer.

Strong Performance and Progress during 2024. Our new senior management team, overseen by our refreshed Board, has brought a disciplined focus to operational and process improvements that delivered significant results during 2024, including $292 million in annual cost savings, meaningfully closing the margin gap with our peers, accelerating our entire network to multi-year highs, and leading the industry in mainline accident rate avoidance.

Significant Shareholder Engagement. We spent a significant portion of the past year engaging with our shareholders, first as part of an activism contest, and then following a disappointing Say-on-Pay voting result. Such engagements helped to further define the specific areas our shareholders want us to focus on the most, including continuing to run a disciplined railroad that closes the operating and margin gap with its peers, and ensuring that executive pay outcomes are better aligned with our shareholders’ interests. These messages have been received and are fueling our responsive actions, including electing to pivot from past practice and include the impact of the East Palestine incident when calculating executive compensation outcomes for 2024.

Continued Governance Enhancements in 2025. While we are pleased with our refreshed Board and their level of engagement and alignment with management, we recently elected to further refine our Board and Board Committee structure and processes to make sure that specific focus areas are addressed more frequently and in greater detail, including key strategic issues and enterprise risk management, among others. These changes will become effective as of the 2025 Annual Meeting. Please see the “2025 Corporate Governance Update” section beginning on page 6 for more information on these forthcoming updates, which we believe will further enable the Board to drive value for our shareholders.

In 2025, we intend to build on the significant momentum we’ve created as our management team continues to refine our operations and close the gap with our industry peers.

Thank you for allowing me to serve your interests as the independent Chair of our Board of Directors, and for your continued confidence in Norfolk Southern.

Sincerely,

Claude Mongeau

Board Chair

March 28, 2025