Norfolk Southern said three lawsuits challenging the merger with Union Pacific have been filed in New York Supreme Court, and the company has also received demand letters from certain purported shareholders. The company said it believes the allegations are without merit.

1. 01

   Norfolk Southern said three lawsuits challenging the merger with Union Pacific have been filed in New York Supreme Court, and the company has also received demand letters from certain purported shareholders. The company said it believes the allegations are without merit.

2. 02

   Norfolk Southern said that pursuant to the Merger Agreement entered into on July 28, 2025, Merger Sub 1 will merge with and into the company, with the company surviving as a direct wholly owned subsidiary of Union Pacific, and immediately thereafter the company will merge with and into Merger Sub 2. The company said Union Pacific and Norfolk Southern will hold special meetings of their shareholders on November 14, 2025.

3. 03

   Norfolk Southern said that, together with Union Pacific, it is voluntarily supplementing the Joint Proxy Statement/Prospectus to moot disclosure claims, to avoid nuisance, cost and distraction, and to preclude efforts to delay completion of the Mergers, and without admitting any culpability, liability or wrongdoing.

4. 04

   Norfolk Southern said in supplemental disclosures that Morgan Stanley applied a representative range of AV / NTM Adjusted EBITDA Ratios of 11.5x to 13.5x to Norfolk Southern's estimated NTM Adjusted EBITDA as of January 1, 2027 of $6,663 million, then subtracted the amount of Norfolk Southern's estimated net debt of $13.8 billion, and then divided the resulting implied equity values by Norfolk Southern's fully diluted shares outstanding. The range of broker price targets for Norfolk Southern common stock was $174 to $300 per share, and the median was $278 per share.

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