8-K current report · filed Jun 1, 2026

Norfolk Southern (NSC) 8-K Current Report: June 1, 2026

Short answer

Norfolk Southern (NSC) filed an 8-K current report with the SEC on June 1, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 7.01 (Regulation FD Disclosure). COO John Orr resigned for good reason May 31, 2026, amid proposed operational changes reducing his responsibilities.

Norfolk Southern 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • COO John Orr resigned for good reason May 31, 2026, amid proposed operational changes reducing his responsibilities
  • Orr remains merger advisor through earlier of Union Pacific merger closing or June 1, 2027
  • Orr eligible for $2.25 million retention payment within 30 days after merger closing, plus severance-plan benefits
  • Brian Barr became COO June 1, 2026, bringing prior Union Pacific, CSX, and Norfolk Southern leadership experience
  • Barr receives $600,000 salary, 130% incentive opportunity, $2.5 million annual LTIP target, and $1.26 million promotional award

Item 7.01 · Regulation FD Disclosure

  • June 1, 2026 press release announced Norfolk Southern’s management transition
  • Management transition details appear in Exhibit 99.1, the substantive investor disclosure
  • Leadership change may affect strategic execution and investor expectations

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