CN Statement on UP-NS STB Filing

Rhea-AI Summary

CN (CNI) responded to the application filed by Union Pacific and Norfolk Southern on Dec. 19, 2025, saying the filing "fails to demonstrate" that the proposed merger would enhance competition or provide significant public benefits.

CN said the application "falls well below" both the 2001 and the old Surface Transportation Board (STB) merger rules and warned the combination would reduce rail transportation options while creating a single entity that would control more than 40% of the US freight rail market. CN said it will be actively participating in the STB process and encouraged stakeholder participation to help preserve competition.

Positive

• CN will actively participate in the STB review process
• Company urged stakeholder participation to defend competition

Negative

• Proposed merger would control more than 40% of US freight rail market
• CN asserts the filing "fails to demonstrate" public benefits or competition enhancement
• Filing reportedly falls below the 2001 and old STB merger rules

Key Figures

Post‑merger market share more than 40% Share of US freight rail market for proposed UP‑NS combined entity

Market Reality Check

$98.20 Last Close

Volume Volume 971,665 vs 20-day average 1,668,034 (relative volume 0.58x). low

Technical Trading slightly above 200-day MA of 98.07 with price at 98.2.

Peers on Argus

Peers showed mixed moves: NSC +0.12%, CP +0.19%, CSX -0.35%, UNP -0.08%, WAB +0.77%. Only CPKC had a related UP‑NS merger headline, suggesting this news is more stock‑specific than a broad sector move.

Common Catalyst Proposed Union Pacific–Norfolk Southern merger and competitive implications in North American rail.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Operational performance	Positive	+0.1%	New monthly record moving over 3.28M metric tonnes of grain.
Dec 02	Sustainability update	Positive	+0.5%	Sustainability report with 4% GHG intensity improvement and higher renewable fuel use.
Nov 17	Corporate milestone	Positive	-1.6%	30th privatization anniversary and reflection on C$2.25B IPO.
Nov 17	Conference appearance	Neutral	-0.7%	CFO scheduled to speak at Desjardins Toronto Conference with live webcast.
Nov 06	Debt offering	Neutral	+0.5%	Announcement of US$700M notes offering to refinance maturing debt and other purposes.

Pattern Detected

Recent operational and ESG updates generally coincided with modest price moves, while commemorative or event-focused news sometimes saw negative reactions.

Recent Company History

Over the last few months, CN issued several operational, ESG, and financing updates. On Nov 6, 2025, it announced a US$700 million debt offering, followed by conference participation news on Nov 17, 2025. The same day, CN marked the 30th anniversary of its C$2.25 billion IPO. In December, CN highlighted record November grain movement of 3.28 million metric tonnes and a sustainability report showing a 4% GHG intensity improvement. Today’s competition-focused statement fits into this pattern of strategic and regulatory positioning.

Market Pulse Summary

This announcement outlines CN’s opposition to a proposed Union Pacific–Norfolk Southern merger, arguing it would create a single entity controlling more than 40% of the US freight rail market and reduce competition. It connects to recent communications emphasizing CN’s operational performance and strategic positioning. Investors may watch the Surface Transportation Board process, related statements from other railroads, and any subsequent regulatory filings or capital markets actions for additional clarity on competitive dynamics.

Key Terms

Surface Transportation Board regulatory

"the 2001 and old merger rules set out by the Surface Transportation Board (STB)"

A federal agency that oversees and enforces rules for freight railroads and related transport services, acting like a referee for the industry by settling disputes, reviewing rates and service complaints, and approving major changes such as mergers or line abandonments. Investors care because the board’s decisions can change a railroad’s costs, access to markets, and competitive landscape, which in turn can affect revenue, profitability and long-term investment value.

AI-generated analysis. Not financial advice.

MONTREAL, Dec. 19, 2025 (GLOBE NEWSWIRE) -- The application filed this morning by Union Pacific and Norfolk Southern fails to demonstrate that the merger would enhance competition or generate significant public benefits that would require a merger. It falls well below both the 2001 and old merger rules set out by the Surface Transportation Board (STB).

Protecting competition is not optional, it is essential to keep costs down and the economy sound. The fact is that this merger would reduce rail transportation options for customers while creating a single entity that controls more than 40% of the US freight rail market. Without real railroad competition, prices go up and consumers lose.

CN will be actively participating in the STB process and encourages all stakeholders to participate to ensure all voices are heard and that competition is enhanced.

About CN
CN powers the economy by safely transporting more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year for its customers. With its nearly 20,000-mile rail network and related transportation services, CN connects Canada’s Eastern and Western coasts with the U.S. Midwest and the U.S. Gulf Coast, contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.

Contacts:
Media	Investment Community
Jonathan Abecassis	Stacy Alderson
Director	Assistant Vice-President
Media Relations	Investor Relations
(438) 455-3692 media@cn.ca	(514) 399-0052 investor.relations@cn.ca

FAQ

What did CN (CNI) say about the Union Pacific and Norfolk Southern merger filing on Dec. 19, 2025?

CN said the filing "fails to demonstrate" competition benefits, falls below the 2001 and old STB rules, and would reduce rail options.

How much of the US freight rail market would the proposed UP-NS merger control according to CN?

CN stated the proposed combination would control more than 40% of the US freight rail market.

Will CN participate in the STB process challenging the UP-NS merger (CNI statement)?

Yes. CN said it will be actively participating in the Surface Transportation Board process.

What regulatory standard did CN reference in its Dec. 19, 2025 statement (CNI)?

CN referenced the 2001 and the old Surface Transportation Board merger rules as benchmarks the filing did not meet.

What investor implications did CN highlight about the UP-NS merger in its statement?

CN warned that reduced competition from the merger could raise prices and harm consumers by decreasing rail transportation options.