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) new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident or otherwise; (vi) a significant cybersecurity incident or other disruption to our technology infrastructure; and (vii) those pertaining to our pending Merger with Union Pacific Corporation. 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, 2025, 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 contains non-GAAP financial measures, including adjusted operating ratio and adjusted operating income, both of which were used to calculate 2025 annual incentive awards. These non-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 2025 GAAP calculation of operating ratio and operating income to exclude the effects of real estate sales 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 2025 annual incentive awards). We use these non-GAAP financial measures internally and believe this information provides useful supplemental information to investors by excluding these charges. While we believe that these non-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, these non-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 2025 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 off-season engagement) and railway line sales (consistent with past practice and the terms of the underlying incentive plans). Based on extensive shareholder feedback received in 2024, the Committee determined to continue including the financial impact of the East Palestine incident in calculating our executive compensation outcomes for 2025.

MEETING DETAILS

Date and Time:

Thursday, May 7, 2026

8:00 a.m. ET

Virtual Meeting:

The Annual Meeting is a

virtual meeting. Register at

www.proxydocs.com/NSC

Record Date:

Only shareholders of record

as of the close of business on

March 2, 2026, will be entitled

to notice of and to vote at the

Annual Meeting

Attendance:

Only shareholders of record or

their legal proxies may participate

in the virtual Annual Meeting

Norfolk Southern Corporation650 West Peachtree Street, NWAtlanta, Georgia 30308

For the 2026 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.AGENDAAt the Annual Meeting of Norfolk Southern Corporation, shareholders will vote on the following items:

Election of 12 directors for a one-year term

Approval of the advisory resolution on executive compensation

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

VOTINGEach 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 2, 2026, 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 92.

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 92 for additional details). Make sure to have the proxy 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 27, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGTO BE HELD ON MAY 7, 2026

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 8:00 a.m. ET on May 6, 2026, 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 7:45 a.m. ET and the meeting will begin promptly at 8:00 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.

A LETTER FROM OUR BOARD CHAIR

Fellow Shareholder,On behalf of your Board of Directors, I want to thank you for your continued support of Norfolk Southern. As set forth below, we made significant progress during 2025 advancing our strategic goals, enhancing governance and aligning with our shareholders. These efforts, coupled with management’s disciplined and proactive approach, have helped deliver meaningful safety, service, and operating improvements for our shareholders and customers.Agreed to Merge with Union Pacific, creating America’s First Transcontinental Railroad. Following significant deliberation, your Board elected to enter into a Merger Agreement with Union Pacific Corporation, potentially creating America’s first transcontinental railroad. The proposed merger will create a railroad capable of providing faster and more streamlined service to our customers, enhancing its ability to compete with the highway and other modes of transportation, leading to better long-term returns for our shareholders. As the regulatory review process proceeds, we will remain focused on safety, service, and operational excellence, closely track employee engagement and retention, and advance integration planning to ensure a smooth transition, overseen by a combined board that is expected to include the current Chair of Norfolk Southern (me), the current CEO of Norfolk Southern (Mark George), and one other current Norfolk Southern director.

Continued Strong Director-Led Shareholder Engagement Efforts. Underscoring its importance as one of our core governance practices, our Board continues its focus on Director-led shareholder engagement. These discussions, in which I have personally participated, create a direct line of communication between our Board and primary shareholders, enabling open dialogue to explain key initiatives, gather feedback and address the issues that matter most to them. In recent years, these discussions have addressed a range of topics, including the Board’s approach to the proposed Union Pacific merger and enhancements to our executive compensation program, ultimately leading to approval by 99% and 95% of our voting shareholders, respectively. Looking ahead, we will continue to prioritize this dialogue, which complements ongoing engagement with our management and investor relations teams and strengthens alignment in delivering long-term value.Enhanced Governance in 2025. We are pleased with our refreshed Board -- welcoming nine new directors since July 2023 -- and their strong engagement, communication, and alignment with management and shareholders. In 2025, we further refined our Board and Committee processes to make sure that specific focus areas are addressed more frequently and in greater detail. This included a review and update of our corporate governance processes considering peer practice, emerging governance trends, and business needs. As a result, oversight of several critical areas -- including enterprise risk management, technology and cybersecurity, and capital budgeting -- was elevated to the full Board, while the scope of Board Committee oversight was further aligned and expanded. Please see the “2026 Corporate Governance Highlights” section beginning on page for more information on these activities, which we believe will further enable the Board to drive value for our shareholders.Continued Safety, Service, and Operational Progress. Management continues to build on the strong foundation established over the past several years, with safety at the core of ongoing service and operational improvements. Continued investments in training, culture, and detection technologies have delivered our lowest injury and accident rates in more than a decade, while also driving greater efficiency and resilience, highlighted by a 2025 all-time record for fuel efficiency and improved service for merchandise and intermodal customers.As we look ahead to 2026, management remains focused on building momentum and delivering value for shareholders.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,

Richard Anderson

Board Chair

March 27, 2026