NORFOLK SOUTHERN CORPORATION

Red flags

• The merger is not yet investable as a certainty: the initial STB application was determined to be incomplete, and regulators may impose divestitures, concessions, restrictions, or other materially adverse conditions.
• If the merger fails, NSC could face a stock-price decline, significant transaction costs, litigation, customer and employee disruption, and a $2.5 billion termination fee under specified circumstances.
• Reported 2025 earnings benefited from $254 million of net Eastern Ohio incident recoveries in operating expenses; adjusted results still improved, but ongoing litigation and environmental claims could create additional material costs.
• Debt totaled $17.09 billion at year-end 2025, including $14.04 billion of maturities due in 2031 and later; the company relies on capital markets for part of its funding needs.