8-KMaterial AgreementsExhibits & Filings

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

Filed April 2, 2026For Securities:NSC

Summary

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 million, 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.

Key Highlights

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

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