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NORFOLK SOUTHERN CORP

For the period ended Jun 30, 2026. Filed Jul 23, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 23, 2026

NSC$319.94-2.8%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to___________

Commission File Number:1-8339

NORFOLK SOUTHERN CORP ORATION

(Exact name of registrant as specified in its charter)

Virginia52-1188014
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
650 West Peachtree Street NW30308-1925
Atlanta,Georgia
(Address of principal executive offices)(Zip Code)
(855)667-3655
(Registrant’s telephone number, including area code)

No change

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Norfolk Southern Corporation Common Stock (Par Value $1.00)NSCNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐ Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

ClassOutstanding at June 30, 2026
Common Stock ($1.00 par value per share)224,608,373(excluding 20,320,777 shares held by the registrant’s
consolidated subsidiaries)

TABLE OF CONTENTS

NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

Page
Part I.Financial Information:
Item 1. · Financial Statements:
Consolidated Statements of IncomeSecond Quarter and First Six Months of 2026 and 20253
Consolidated Statements of Comprehensive IncomeSecond Quarter and First Six Months of 2026 and 20254
Consolidated Balance SheetsAt June 30, 2026 and December 31, 20255
Consolidated Statements of Cash FlowsFirst Six Months of 2026 and 20256
Consolidated Statements of Changes in Stockholders’ Equity Second Quarter and First Six Months of 2026 and 20257
Notes to Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures35
Part II.Other Information:
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities36
Item 3.Defaults Upon Senior Securities36
Item 4.Mine Safety Disclosures36
Item 5.Other Information36
Item 6.Exhibits37
Signatures38
ContentsView on SEC.gov

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