Item 6. Exhibits
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Item 6. Exhibits
| 2.1 | Agreement and Plan of Merger, dated as of July 28, 2025, by and among Union Pacific Corporation, Ruby Merger Sub 1 Corporation, Ruby Merger Sub 2 LLC and Norfolk Southern Corporation (incorporated by reference from Exhibit 2.1 to the Company’s Form 8-K filed on July 29, 2025). | ||||
| 10.1 | Form of Retention Bonus Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed on September 29, 2025). | ||||
| 10.2* | Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Restricted Stock Units approved by the Compensation and Talent Management Committee on September 23, 2025. | ||||
| 31-A* | Rule 13a-14(a)/15d-14(a) CEO Certifications. | ||||
| 31-B* | Rule 13a-14(a)/15d-14(a) CFO Certifications. | ||||
| 32* | Section 1350 Certifications. | ||||
| 101* | The following financial information from Norfolk Southern Corporation’s Quarterly Report on Form 10-Q for the third quarter of 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) the Consolidated Statements of Income for the third quarter and first nine months of 2025 and 2024; (ii) the Consolidated Statements of Comprehensive Income for the third quarter and first nine months of 2025 and 2024; (iii) the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024; (iv) the Consolidated Statements of Cash Flows for the first nine months of 2025 and 2024; (v) the Consolidated Statements of Changes in Stockholders’ Equity for the third quarter and first nine months of 2025 and 2024; and (vi) the Notes to Consolidated Financial Statements. | ||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
| ** Filed herewith.* | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NORFOLK SOUTHERN CORPORATION Registrant | ||||||||
| Date: | October 23, 2025 | /s/ Jason A. Zampi | ||||||
| Jason A. Zampi Executive Vice President and Chief Financial Officer (Principal Financial Officer) (Signature) | ||||||||
| Date: | October 23, 2025 | /s/ Claiborne L. Moore | ||||||
| Claiborne L. Moore Vice President and Controller (Principal Accounting Officer) (Signature) |
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