NSC: Leadership change · Company disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. Departure of Chief Operating Officer On May 31, 2026, John Orr, Executive Vice President & Chief Operating Officer of Norfolk Southern Corporation (the “Company”), notified the Company of his intention to resign from the Company for “good reason” on account of proposed changes in the Company’s operations that would result in a diminution of his duties and responsibilities. After careful consideration, the Company has accepted Mr. Orr’s good reason resignation, effective as of May 31, 2026 (the “Resignation Date”) and he will remain employed as a special advisor to the Chair of the Board of Directors of the Company (the “Board”) through June 30, 2026, at which time his employment will terminate and he will retire from the Company effective July 1, 2026. To provide continuity of operations and continued support of the successful closing of the transactions (the “Merger”) contemplated by the Company’s Agreement and Plan of Merger with Union Pacific Corporation, dated July 28, 2025 (the “Closing”), and following his retirement, Mr. Orr will continue to serve as a special advisor to the Chair of the Board through the earlier of (i) consummation of the Merger and (ii) June 1, 2027. In connection with his resignation for good reason, the Company and Mr. Orr have entered into a Resignation and Consulting Agreement, dated May 31, 2026 (the “Resignation and Consulting Agreement”), which memorializes the terms of Mr. Orr’s departure from the Company. Mr. Orr will receive severance benefits consistent with the Company’s previously disclosed Executive Severance Plan (the “Severance Plan”), as modified and supplemented by the prev