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NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Apr 2, 2026)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed April 2, 2026
Period End
April 2, 2026
Security
NSC
In the record · 2016–202610-K1110-Q328-K193

NSC filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 193 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’17Aug ’17
  2. Leadership change8-K · Aug ’19Aug ’19
  3. Material agreement8-K · Aug ’21Aug ’21
  4. Leadership change8-K · Jun ’25Jun ’25

01—Abstract

Summary

Summary of the 8-K filed April 2, 2026. Cited figures are marked; the original filing is the authoritative source.

Norfolk Southern Corporation (NSC) has entered into amended and restated agreements to renew the lease for its corporate headquarters building in Atlanta, Georgia, for an additional five-year term.

This transaction, effective April 1, 2026, consolidates the lessor role to a single entity, BA Leasing BSC, LLC (BAL), simplifying the counterparty structure. The total lease amount is approximately $498.7 milliona, with rent payments based on a floating interest rate tied to Term SOFR plus an applicable margin. Importantly, the structure of the amended lease is designed to be treated as a finance lease for financial reporting purposes, a change from its previous operating lease treatment.

02—Key points

Key Highlights

  1. Norfolk Southern renewed its corporate headquarters lease for a five-year term commencing April 1, 2026.
  2. The lease renewal involves amended and restated agreements, consolidating the lessor to BA Leasing BSC, LLC (BAL).
  3. The aggregate lease amount for the building is approximately $498.7 million.
  4. Rent payments will be based on a floating interest rate (Term SOFR + applicable margin).
  5. The amended lease is structured to be treated as a finance lease for financial reporting purposes, a shift from prior operating lease treatment.
  6. Norfolk Southern Corporation provides an unconditional guaranty for its subsidiary's lease obligations.
  7. The Company has options to extend the lease, purchase the building, or arrange a third-party sale at the end of the initial five-year term.

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this 8-K filing?

    This 8-K filing announces that Norfolk Southern Corporation (NSC), through its subsidiary Norfolk Southern Railway Company (NSRC), has entered into amended and restated agreements to renew the lease for its corporate headquarters building for an additional five-year term.

  2. How does the new lease structure differ from the previous one?

    The new lease structure consolidates the lessor role to a single entity, BA Leasing BSC, LLC (BAL), simplifying the counterparty. Crucially, the transaction documents are structured to treat the lease as a finance lease for financial reporting purposes, which is a change from the previous operating lease treatment.

  3. What are Norfolk Southern's options at the end of the five-year lease term?

    At least 90 days prior to the end of the five-year term, Norfolk Southern has three primary options: extend the lease for an additional five years (with consent), purchase the building, or arrange a sale of the building to a third party.

  4. What is the financial commitment related to this lease renewal?

    The aggregate lease amount for the building is approximately $498.7 million. Rent payments will be based on the outstanding balance at a floating interest rate, specifically Term SOFR plus an applicable margin.

04—Continue

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