NORFOLK SOUTHERN CORP 8-K

What Happened
Norfolk Southern Corporation announced on December 19, 2025 that it and Union Pacific Corporation filed an application with the Surface Transportation Board (STB) requesting approval of their proposed combination. The companies issued a joint press release and held an analyst conference call; the press release and call transcript are furnished as Exhibits 99.1 and 99.2 to the 8‑K. The full presentation, transcript and audio are also available on Union Pacific’s and Norfolk Southern’s investor websites and at AmericasGreatConnection.com.

Key Details

• Filing date: December 19, 2025 — joint STB application requesting approval of the proposed merger.
• Exhibits: Joint press release (Exhibit 99.1) and analyst call transcript (Exhibit 99.2) are furnished with the 8‑K.
• Materials available online: presentation, transcript and recorded audio available on up.com, norfolksouthern.com and AmericasGreatConnection.com (website content is not incorporated by reference).
• Risk disclosure: the filing includes a detailed cautionary note on forward‑looking statements and lists risks that could prevent closing or affect results (regulatory approvals and conditions, litigation, integration risks, potential dilution from share issuance, possible credit rating impacts, and matters related to Norfolk Southern’s Eastern Ohio incident and remediation obligations).

Why It Matters
This 8‑K confirms a formal step in the merger process: the parties have applied to the STB for approval and begun public investor communications. For shareholders and retail investors, the filing signals that regulatory review and related risks are now central to the transaction’s timeline and outcome. Investors should watch subsequent SEC and STB filings, disclosures about conditions imposed by regulators, any updates on remediation or litigation (including Eastern Ohio‑related matters), and material changes to expected financial impacts disclosed in future filings. Note that the information in this 8‑K was furnished (not “filed”) and the companies caution that forward‑looking statements may change.