8-KRegulation FDExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Regulation FD Disclosure (Dec 19, 2025)

Filed December 19, 2025For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) and Union Pacific Corporation (UP) have jointly announced the filing of an application with the Surface Transportation Board (STB) to request approval for their proposed combination. This significant development, detailed in a joint press release and an analyst call transcript furnished as exhibits to this 8-K filing, marks a crucial step towards the potential merger of the two major railroad companies. Investors should note that the filing and related discussions are subject to significant risks and uncertainties, as outlined in the report. These include the possibility of regulatory delays or unfavorable conditions, potential legal challenges, integration challenges, and the risk that expected synergies and benefits may not be realized or could be more costly and time-consuming to achieve than anticipated.

Key Highlights

  • 1Norfolk Southern and Union Pacific have jointly filed an application with the Surface Transportation Board (STB) seeking approval for their proposed combination.
  • 2The companies held a conference call to discuss key aspects of their STB application, with a press release and transcript furnished as exhibits.
  • 3The merger is subject to significant risks and uncertainties, including regulatory approvals, potential litigation, and integration challenges.
  • 4There is a risk that the expected benefits, cost savings, and synergies from the transaction may not be realized or could be delayed and more costly to achieve.
  • 5The pendency of the transaction may disrupt the parties' businesses, divert management attention, and incur significant costs.
  • 6Norfolk Southern's ongoing environmental remediation obligations and litigation related to the Eastern Ohio incident are noted as potential factors impacting the combined entity.

Frequently Asked Questions

The main event is the joint filing by Norfolk Southern Corporation (NSC) and Union Pacific Corporation (UP) of an application with the Surface Transportation Board (STB) to seek approval for their proposed combination (merger).

Key risks include obtaining necessary regulatory approvals from the STB and other bodies, the possibility of legal proceedings, potential difficulties and costs in integrating the two companies' operations, and the risk that the anticipated benefits, cost savings, and synergies may not materialize as expected or could be more costly and time-consuming to achieve.

Detailed information is available through the joint press release and the analyst call transcript, which are furnished as Exhibits 99.1 and 99.2 to this 8-K filing. Additionally, presentation materials, transcripts, and recorded audio are available on the investor relations sections of both Union Pacific's (www.up.com) and Norfolk Southern's (www.norfolksouthern.com) websites, as well as on www.AmericasGreatConnection.com.

No, this filing represents a request for approval from the Surface Transportation Board. The merger is contingent upon receiving necessary approvals and satisfying other closing conditions, and there is a risk that it may not close as expected or at all.