MSJ-100 Index
1,036.65
Signal breadth
4 Bullish 93 Neutral 3 Bearish Avg confidence 6.16 / 10
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NSC
Norfolk Southern Corporation
Industrials · NYSE: NSC · MSJ-100
$326.83
▼ $0.76  (▼0.23%) today
After-hours: $330.06  ▲ 0.99%
Headquarters
Atlanta, GA
Employees
19,300
Founded
1827
CEO
Mr. Mark R. George
Incorporated
Virginia
Fiscal Year End
December
Analyst price target range Free
Avg target $338.11
$327 now
Bear $297 Avg $338 Bull $378
Price history Free
Volume
866.7K
Avg volume
1.14M
Open
$326.01
Day high / low
$329.38 / $325.33
Market cap
$73.4B
About this company
Free
Norfolk Southern Corporation is a major freight railroad company that transports raw materials, intermediate products, and finished goods across the Southeast, East, and Midwest United States. It also handles overseas freight through various ports and operates an extensive intermodal network in the eastern U.S.
Business segments
10-K
Merchandise Intermodal Coal
Recent News
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Earnings call: Q1 2026 2026
Intel
Free
Apr 24, 2026Optimistic
● Full transcript on file
Alan H. Shaw (President & Chief Executive Officer), Mark R. George (Executive Vice President & Chief Financial Officer), Paul Duncan (Executive Vice President & Chief Operating Officer), Nabanita Nag (Chief Legal Officer)
Key metrics
Q1 2026 adjusted EPS was about $2.65, ahead of consensus expectations.[2][3] Revenue was roughly $3.0 billion, described as essentially flat year over year.[3] Management highlighted year‑over‑year improvements in service metrics, a modest improvement in operating ratio versus the prior quarter, and continued strong pricing on a mix‑adjusted basis,
Forward guidance
Management guided to continued earnings growth in 2026, supported by improved service metrics, pricing discipline and a gradual recovery in industrial and intermodal volumes. They indicated that core pricing is expected to remain above rail inflation and that operating ratio should trend lower over the rest of the year as productivity initiatives a
Notable Q&A
One notable Q&A exchange involved an analyst pressing management on the sustainability of pricing given flat volumes; management responded that contract renewals were still coming in at positive rate increases above rail inflation and that they remained confident in their ability to price for the va
Surprise items
The upside surprise to EPS relative to expectations, despite flat revenue, was a key positive that contributed to a strong stock reaction.[3] Management’s relatively upbeat commentary on pricing resilience and service quality, even in a choppy freight environment, was more positive than some investo
Fundamentals
Signal
52-week high / low
$329.38 / $257.49
Forward P/E
23.7×
Trailing 27.6×
Dividend
$5.40 / share
Yield 1.65%
Analysts covering
18
Avg target $338.11
Beta
1.26
vs. S&P 500
Short interest
3.8%
Float shorted
Buy
24%
Hold
76%
Sell
0%
Wall Street consensus — sourced weekly via public disclosures
Analyst coverage data sourced from public filings. Xavier analyst thesis summary available after weekly Perplexity scan completes.
Financial summary — Gemini analysis
Signal
Revenue
$12,180 million
0.47% YoY
Operating margin
35.8%
Net income
$2,873 million
Free cash flow
$2,157 million
Dividend / share
$5.40
Total debt
$17,087 million
Cash: $1,530 million
CapEx guidance
$1.9 billion
Earnings quality: HIGH
Recurring revenue:100%
Cash conversion:1.5x
Non-recurring items: Merger-related expenses of $80 million in 2025, Restructuring and other charges of $22 million in 2025, Net recoveries related to the Eastern Ohio Incident of $254 million in 2025, Gains from operating property sales of $253 million in 2025
Source: SEC 10-K filing analyzed by Gemini 2.5 Flash · 2026-02-09
Xavier sector view:
Industrials
See journal
View Industrials journal ↗
Xavier's signal
NEUTRAL
Signal
Confidence 6.2 / 10  ·  100% model agreement  ·  Scheduled Jun 07, 2026
NSC is essentially a merger arbitrage play at current levels, trading at ~$313 versus the $320 deal price (a ~2.2% spread), with the UNP acquisition pending STB review and a final decision not expected until late 2026 or 2027. The stock's 2.04% pop today has nearly closed the arb gap, leaving almost no fundamental upside beyond deal closure, while regulatory tail risk is substantial: the STB paused its review after accepting the April 30 revised application, demanded supplemental information by July 27, and faces organized opposition from rivals including BNSF, CN, and CPKC. On a standalone basis, the P/E of 26.4x is stretched for a railroad with essentially flat revenue growth (0.002%) and declining earnings growth (-26.6%), making standalone value well below current prices.
Strongest bull case
The merger exchange ratio locks NSC shareholders into receiving 1.0 UNP share plus $88.82 cash per share—a deal approved by 99% of NSC shareholders—providing a hard floor near the deal value and $2.5B reverse termination fee protection if UP walks away, limiting downside in most deal scenarios.
Strongest bear case
The STB accepted the revised application on May 28 but immediately paused the review and requested supplemental information by July 27; UP has explicitly stated it will walk away if the STB mandates widespread line sales or broad trackage rights, and Schedule 5.8 gives UP contractual exit rights under material regulatory conditions—creating a credible deal-break scenario that would send NSC sharply below $313 toward standalone fair value (~$260-280 range implied by comps).
What the market may be missing
The market is treating the STB acceptance as a green light, but the simultaneous pause-and-supplemental-data request is a meaningful escalation of regulatory scrutiny, not a procedural formality. Multiple state AGs, BNSF, CN, and CPKC are all filing opposition, and UP's hard walk-away conditions on trackage rights create asymmetric downside: NSC gets almost none of the remaining 2% arb spread as upside over 5 days, but faces multi-standard-deviation downside if any adverse STB signal emerges before the July 27 supplemental deadline.
Model breakdown
Signal
Atlas (Claude) — NEUTRAL
Meridian (GPT-4) — NEUTRAL
Grayline (Grok) — NEUTRAL
Vantage (Gemini) — NEUTRAL
msj100_NSC_20260607T023001Z
Peer comparison
Signal
NSC
current
$326.83 ▼0.2%
EMR
NEUTRAL
$138.88
CAT
NEUTRAL
$952.41
UPS
NEUTRAL
$112.47
HON
NEUTRAL
$226.42
Recent SEC filings
Signal
LOG
4 — 2026-07-01
View filing on SEC EDGAR ↗
LOG
4 — 2026-07-01
View filing on SEC EDGAR ↗
P2 AUTO
8-K — 2026-06-01
View filing on SEC EDGAR ↗
LOG
4 — 2026-05-22
View filing on SEC EDGAR ↗
LOG
4 — 2026-05-22
View filing on SEC EDGAR ↗
CEO scorecard — Mark R. George
Signal summary
Full detail Pro
MR
Mark R. George
President & Chief Executive Officer · Norfolk Southern Corporation
CEO since 2024
Total compensation
$16,245,050 ▲ 80.8% YoY
Prior year: $8,985,660
Pay vs performance
Aligned
Board assessment
Say-on-pay approval
Shareholder vote
Board independence
11/12 (92%)
Base salary$1,100,000
Bonus / incentive$0
Stock awards$9,199,733
CEO letter to shareholders
Signal
Full letter Pro
Mark George 2025 Annual Report CONFIDENT

FELLOW SHAREHOLDER,

In 2025, we took a decisive step to help shape the future of our company and the North American rail industry. Building from a position of operational strength, disciplined execution, and sustained performance, we announced a proposed combination with Union Pacific — a transformational opportunity to create America's first transcontinental railroad. This proposal reflects confidence and a clear conviction that a seamless coast-to-coast network can deliver better outcomes for customers, employees, communities, and shareholders. That conviction was overwhelmingly shared by our owners, with 99% of voting shareholders supporting the transaction.

For more than a century, railroads have consolidated to create more expansive, more efficient, more reliable, and safer networks. Yet the U.S. rail network remains configured along an east-west divide, creating friction, complexity, and delays for customers. A single-line transcontinental network would remove those barriers improving service consistency, reducing handoffs, strengthening the supply chain, and enabling new growth opportunities for American industry. This proposed merger is about solving long-standing customer challenges while transforming how freight moves across the continent.

FOCUS ON THE FUNDAMENTALS

Our ability to pursue this opportunity reflects the progress we made in 2025. Against a complex economic backdrop, our employees remained focused on operational fundamentals — running a safe and reliable network, serving customers, and supporting the communities where we operate.

That discipline stabilized performance in a challenging demand environment and positioned us to exit the year operationally stronger than we entered it.

This focus was evident across our network. Performance improved steadily, with higher train speeds, better terminal fluidity, and more reliable service. These results were driven by productivity gains and a relentless focus on the work that matters most.

SAFETY AND OPERATIONAL EXCELLENCE

At the core of that work is safety. In 2025, we achieved our lowest FRA accident rate in more than a decade — a 31% reduction versus 2024 — and reached 1 million man hours injury free, the collective achievement of nearly 20,000 railroaders across 22 states.

These results reflect sustained investment in training, culture, and technology, including Safety Camps, expanded Safety Walkabouts, and data-driven programs designed to identify and address risk before incidents occur. As safety and performance improved, customers benefited from fewer service disruptions and faster, more predictable transit.

Record fuel efficiency and lower emissions intensity supported our environmental commitments while enabling customers to participate in verified rail-based emissions reduction solutions. And when more than 20 weather events tested our network, we demonstrated resilience.

CUSTOMER CONFIDENCE AND INDUSTRIAL GROWTH

Reliability is ultimately measured by customer confidence. Over the past two years, customer service metrics improved significantly, translating into share gains across key sectors and stronger trust in our service.

That confidence is reflected in customer investment. In 2025, our network supported $7.7 billion in industrial development across more than 60 new or expanded rail-served projects in manufacturing, energy, automotive, and logistics. This growth is driven by stronger network performance, expanded market access, and a focused portfolio of development ready sites that help customers grow with greater certainty.

COMMUNITY COMMITMENTS

Our railroad is deeply rooted in the communities we serve. In 2025, we invested more than $18 million with nonprofits and charities for the third consecutive year, supporting safety, workforce development, sustainability, and thriving communities. These investments, alongside thousands of volunteer hours, reflect our belief that long term value is created when communities and our railroad succeed together.

FINANCIAL DISCIPLINE AND GOVERNANCE

While the demand environment remained uneven, strong execution underpinned our solid financial performance. Operational efficiency and cost management delivered more than $215 million in annual productivity and cost savings. We achieved year-over-year improvements in revenue, operating income, earnings per share, and operating ratio, while maintaining a disciplined approach to capital deployment and long term value creation.

Consistent execution depends on strong leadership and governance. Our leadership team and Board remain aligned on strategy, safety, service, and operational discipline. During the year, we strengthened enterprise governance practices, enhancing risk assessment, ethics and compliance, and crisis preparedness.

STRONGER FOUNDATION FOR THE TRACK AHEAD

Looking ahead, the proposed combination with Union Pacific builds directly on the strong results we delivered in 2025 — made possible by the commitment of our Thoroughbred team. Their focus on safety, service, and operational excellence positions us to extend the benefits of a safer, more fluid, and more reliable network across the U.S. freight rail system.

At the same time, our priorities remain unchanged: operate safely, deliver dependable service, maintain strong cost control, and be there for those customers who rely on our network every day. We are confident that the strength of our foundation, the clarity of our strategy, and the support of our shareholders position us well for the track ahead.

Thank you for your continued confidence in Norfolk Southern.

Mark George
President & Chief Executive Officer

Xavier analysis
The CEO expresses strong confidence in the company's past performance, particularly in safety and operational excellence, and presents a major proposed merger as a 'transformational opportunity' with clear benefits for all stakeholders, indicating an optimistic outlook.
Strategic themes by emphasis
#1Merger & Strategic Growth
#2Safety and Operational Excellence
#3Customer Confidence & Industrial Growth
#4Financial Discipline & Governance
#5Community Commitments
4 named projects & initiatives
Union Pacific combination, Safety Camps, Safety Walkabouts, Thoroughbred team
2 program, 1 acquisition, 1 other
Forward-looking statements
9 total: 0 quantified, 6 directional, 3 vague
Capital allocation priority
Strategic Acquisitions/Partnerships (Merger) → Capital Deployment for Long-Term Value Creation → Investment in Safety, Training, Culture & Technology → Community Investments
Key quotes
“In 2025, we took a decisive step to help shape the future of our company and the North American rail industry.”
Highlights the strategic importance and ambition of the year's actions, particularly the proposed merger, positioning it as a pivotal moment for the company and the industry.
“This proposed merger is about solving long-standing customer challenges while transforming how freight moves across the continent.”
Clearly articulates the strategic rationale and expected impact of the Union Pacific merger, focusing on customer benefits and industry transformation.
View 2025 Annual Report (PDF) →4 letters on file (2025, 2024, 2023, 2022) · Full history with Pro
Executive compensation
Signal
NameTitleTotal compensation
Mark R. GeorgePresident & Chief Executive Officer$16,245,050
Jason A. ZampiExecutive Vice President & Chief Financial Officer$4,865,704
John F. OrrExecutive Vice President & Chief Operating Officer$5,604,601
Claude E. ElkinsExecutive Vice President & Chief Commercial Officer$6,915,992
Anil BhattExecutive Vice President & Chief Information & Digital Officer$4,382,284
Source: DEF 14A proxy statement · 2026-03-27
Governance
Pro
Dual-class shares: No
Poison pill: No
Clawback policy: Yes
Stock ownership req.: Yes
Shareholder proposals
Election of 12 directors for a one-year term
FOR
Pending
Ratification of the appointment of KPMG LLP as our independent registered public
FOR
Pending
Approval of the advisory resolution on executive compensation
FOR
Pending
Debt intelligence
Pro
15 debt instruments · 5 CUSIPs · 33 unique covenants
1.04x
Debt / Equity
5.2x
Interest coverage
2.8x
Net Debt / EBITDA
$15.2B
Net debt
37%
Debt / Assets
Interest coverage trend (EBITDA / Interest expense)
7.2x
24-06
9.5x
24-09
Credit facilities & debt instruments
Credit $498,674,822.17
Amended and Restated Lease, Leasehold Deed to Secure Debt and Security Agreement
Matures 2031-04-01 · Filed 2026-04-02
Variable
Secured. The Lease, together with other Security Instruments, grants security title to and creates a first priority security interest or a lien in the Site, the Leased Property, and other Collateral in favor of the Administrative Agent for the benefit of the Participants. Collateral includes the Leased Property (real property, fixtures, improvements, appurtenances), all easements and rights-of-way, all Subject Leases and associated rents/revenues, Subject Contracts (franchise agreements, management contracts, construction contracts, etc.), refunds/rebates/payments from governmental/insurance/utility companies, insurance policies, condemnation awards, utility/escrow deposits, claims/causes of action, and all Modifications/extensions/additions/replacements.
Credit $498,674,822.17
Amended and Restated Participation Agreement dated as of April 1, 2026
Matures 2031-04-01 · Filed 2026-04-02
Floating · SOFR | Fed Funds | Prime
Secured. Collateral includes Lessee's right, title and interest in the Leased Property (Facility, Site, Improvements under various leases), related contracts, agreements and warranties, Security Property, rights to liquidated damages/rebates/offset/warranty payments, insurance policies, and all products, proceeds, rents, issues, profits, and income from the foregoing. The Facility is an approximately 750,000 sq ft, 18-story class A office tower and 2,000 space parking structure.
Term Loan
Term Loan Credit Agreement, dated as of January 26, 2024
Matures · Filed 2024-07-26
Credit
Fourth Omnibus Amendment Agreement
Matures · Filed 2024-04-24
Term Loan $1,000,000,000
$1,000,000,000 TERM LOAN CREDIT AGREEMENT dated as of January 26, 2024
Matures · Filed 2024-01-26
Floating · SOFR | Prime | Fed Funds
unsecured
65584GAJ0 65584GAK7
Revolver $800,000,000
$800,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 26, 2024 among Norfolk Southe
Matures 2029-01-26 · Filed 2024-01-26
Floating · SOFR
Unsecured. The Lenders represent they are not relying upon any "margin stock" as collateral (Section 9.11). The Negative Pledge covenant (Section 5.8) restricts the creation of Liens on assets, implying the facility itself is unsecured.
65584GAL5 65584GAM3
9 additional agreements on file
Financial covenants
Limitation on Modifications (Individual Cost)
Exceeding $10,000,000
Cost of Modification
Amended and Restated Lease, Leasehold Deed to Secu
Limitation on Modifications (Aggregate Cost)
Exceeding $25,000,000
Aggregate Cost of Modifications
Amended and Restated Lease, Leasehold Deed to Secu
General Liability Insurance Coverage
≥ $100,000,000 per occurrence and $100,000,000 annual aggregate
Combined single limit insurance
Amended and Restated Lease, Leasehold Deed to Secu
Property Insurance Coverage
≥ greater of (i) replacement cost of Leased Property or (ii) then outstanding Lease Balance
All-risk physical loss or damage insurance
Amended and Restated Lease, Leasehold Deed to Secu
Builder's Risk Insurance Coverage
≥ greater of (i) replacement value of Facility or Modifications or (ii) aggregate cost for construction of same
All-risk Builders’ Risk Insurance
Amended and Restated Lease, Leasehold Deed to Secu
Judgment Default Threshold
> $200,000,000
Final judgment or order for payment of money
Amended and Restated Lease, Leasehold Deed to Secu
Change of Control (Beneficial Ownership)
≥ 35%
Beneficial ownership of common stock of Guarantor
Amended and Restated Lease, Leasehold Deed to Secu
Guarantor Ownership of Lessee
100%
Guarantor's direct or indirect ownership of Lessee's common stock
Amended and Restated Lease, Leasehold Deed to Secu
25 additional covenants on file
CUSIP identifiers (5 on file)
65584GAG6 65584GAL5 65584GAM3 65584GAJ0 65584GAK7
Cross-default risk
6 agreements contain cross-default provisions — a covenant breach on one facility may trigger default on others.
Xavier risk radar
Pro
Covenant headroom
Moderate leverage — no covenants on file
Earnings quality
High quality (cash conversion 1.5x)
Risk trend
Risk increasing — The Mergers are subject to conditions, some or all of which may not be satisfied
Mgmt narrative
Management tone: Cautiously optimistic
Analyst drift
Consensus Hold — watch for drift
Insider sentiment
Pattern detection — 90 days needed
Signal history
Signal
DateDirectionConf.Agree.ThesisPriceType
Jun 07, 2026 NEUTRAL 6.2/10 100% NSC is essentially a merger arbitrage play at current levels, trading at ~$313 versus the $320 deal ... $313.45 Sched.
May 31, 2026 NEUTRAL 6.2/10 100% NSC is in a unique limbo: it trades as a merger-arbitrage target on the $85B Union Pacific deal, but... $304.96 Sched.
May 24, 2026 NEUTRAL 5.8/10 100% NSC trades at ~26.5x TTM P/E with near-zero revenue growth and declining earnings, making valuation ... $314.53 Sched.
May 17, 2026 NEUTRAL 5.4/10 100% NSC trades at ~26.6x TTM P/E — stretched for a railroad posting flat revenue growth (+0.002%) and de... $315.95 Sched.
May 10, 2026 NEUTRAL 5.9/10 100% NSC is trading as a merger arbitrage instrument, not a pure railroad equity — the $320/share deal im... $312.01 Sched.
May 03, 2026 NEUTRAL 6.2/10 100% NSC is trading near its 52-week high at ~$315.90, roughly in line with the UNP merger offer value (~... $315.90 Sched.
Apr 12, 2026 NEUTRAL 6.0/10 75% NSC trades at $296.29 — a meaningful discount to the $320 merger consideration from Union Pacific — ... $296.29 Sched.
Showing last 7 signals
NSC Norfolk Southern Corporation
Signal
FY2026 annual report (10-K filed 2026-02-09)
INCOME STATEMENT
? Revenue
$12,180 million 0.47% YoY
? Operating income
$4,356 million
? Net income
$2,873 million
? Free cash flow
$2,157 million
? EPS (diluted)
$2.43
? Dividend per share
$5.40
Click any row to expand the plain-English explanation. Source: SEC EDGAR XBRL filings.
Capital intelligence
Signal
Weighted Average Cost of Capital · Return on Invested Capital · Economic Value Added
ROIC
9.91%
WACC
9.22%
🟡 NEUTRAL — EVA Spread: 0.69%
? WACC
9.22%
? Cost of equity
11.20%
? Cost of debt (after-tax)
0.73%
? Capital structure
E: 81.12% / D: 18.88%
? ROIC
9.91%
? EVA
$218M
? NOPAT
$3.1B
Risk-free rate: 4.25% (10Y Treasury) · Equity risk premium: 5.50% · Sources: total_debt: Gemini 10-K, operating_income: XBRL TTM (4Q sum), interest_expense: Derived (OI - PTI), invested_capital: Equity + Debt - Cash
Xavier consensus signals are intelligence outputs, not investment advice. All signals are generated by a multi-model AI system and reflect public information at time of generation. Past signal accuracy does not guarantee future performance. Wall Street analyst consensus sourced from public disclosures, summarized weekly. Financial data sourced from SEC EDGAR and yfinance. Insider transactions sourced from SEC EDGAR Form 4 filings. Updated Jun 07, 2026.