Creating America’s First Transcontinental Railroad: STB Accepts Union Pacific-Norfolk Southern Merger Application

Key Terms

surface transportation board regulatory

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.

class i railroads technical

The largest freight rail companies in a country, officially grouped by regulators based on annual revenue and scale of operations; think of them as the nationwide highways of rail transport. They matter to investors because they handle the bulk of freight traffic, have durable, asset-heavy businesses with steady cash flow and pricing power, and their performance typically reflects broader economic activity and long-term trade patterns.

OMAHA, Neb. & ATLANTA--(BUSINESS WIRE)-- Union Pacific Corporation (NYSE: UNP) and Norfolk Southern Corporation (NYSE: NSC) today applauded the Surface Transportation Board (STB)’s decision to accept their merger application, calling it an important step toward a reinvigorated, more competitive U.S. railroad industry. The companies acknowledged the STB’s request for additional information on their amended merger application, reiterating their commitment to work constructively with the STB.

“We are confident this merger will deliver more reliable and lower-cost transportation options for American businesses,” said Union Pacific CEO Jim Vena. “We submitted a comprehensive, data-driven application backed by a detailed plan for seamless integration. We look forward to the opportunity to show the facts and demonstrate the benefits for our customers, employees and America.”

“The time is right for a more competitive U.S. rail network that reduces costs for American shippers and consumers,” said Norfolk Southern President and CEO Mark George. “The added detail strengthened our analysis and enhanced integration planning in our amended application. We have more confidence than ever in the value this proposal will deliver for all stakeholders and look forward to a full and transparent review.”

Enhanced Competition and Public Benefits

The application’s analysis is the first in rail merger history to use 100% actual traffic data provided by all six North American Class I railroads, making it the most thorough assessment of market and operational impacts ever. Some of its key findings:

• A transcontinental railroad will create a stronger alternative to long-haul trucking, removing an estimated 2.1 million truckloads off the road annually. Giving shippers an attractive new option will make the entire supply chain more competitive, putting downward pressure on truck and rail prices.
• Manifest and bulk customers will save on inventory and equipment costs with the combined railroad’s faster, more reliable service.
• Shifting freight from higher-cost trucks to lower-cost rail is projected to save shippers an estimated $3.5 billion annually, helping lower costs across the supply chain.
• The merger will enhance competition by providing customers with access to seamless coast-to-coast rail service for the first time. For the limited group who will not directly benefit from a more competitive single-line option, Committed Gateway Pricing will allow more customers to share in the merger’s benefits.
• The combined network is projected to drive growth that will require approximately 1,200 net new union jobs by the merger’s third year. This growth is in addition to an unprecedented jobs-for-life guarantee – every union employee with a job at the time of the merger will continue to have one.

Path Forward

The process now moves into the merits-based review, during which the STB’s procedures recognize the agency may request additional information. In fact, in a previous merger transaction for a Class I railroad, the STB paused the procedural schedule after acceptance to obtain supplemental information about the transaction before later approving the merger. Union Pacific and Norfolk Southern will continue working closely with the STB to provide the requested information and further strengthen the record. Under the governing statute, the STB has 12 months from the date it publishes its acceptance to complete its evidentiary proceedings, providing a clear and defined path forward regardless of the timing of individual steps.

Broad Support for a Transcontinental Railroad

More than 2,000 stakeholders have submitted letters of support for the application, including customers, labor organizations, short line railroads, ports and business groups who believe a seamless transcontinental railroad will strengthen the U.S. supply chain and improve rail competitiveness.

The two companies expect the transaction to be completed in mid-2027. For more information, visit AmericasGreatConnection.com.

About Union Pacific

Union Pacific (NYSE: UNP) delivers the goods families and businesses use every day with safe, reliable, and efficient service. Operating in 23 western states, the company connects its customers and communities to the global economy. Trains are the most environmentally responsible way to move freight, helping Union Pacific protect future generations. More information about Union Pacific is available at www.up.com.

About Norfolk Southern

Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports across the Gulf Coast and Great Lakes. Learn more by visiting www.NorfolkSouthern.com

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause Union Pacific’s, Norfolk Southern’s or the combined company’s actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.

While Union Pacific and Norfolk Southern have based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond Union Pacific’s, Norfolk Southern’s or the combined company’s control, including but not limited to, in addition to factors disclosed in Union Pacific’s and Norfolk Southern’s respective filings with the U.S. Securities and Exchange Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Union Pacific and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against Union Pacific or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Union Pacific and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of Union Pacific and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of Union Pacific’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Union Pacific’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by Union Pacific’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of Union Pacific’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of Union Pacific, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); Union Pacific’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on Union Pacific’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving Union Pacific or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure.

This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000162828026006268/nsc-20251231.htm) and Norfolk Southern’s subsequent filings with the SEC, Union Pacific’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 6, 2026 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/100885/000010088526000037/unp-20251231.htm) and Union Pacific’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to Union Pacific’s and Norfolk Southern’s website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Union Pacific and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.

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Union Pacific Media Inquiries:
media@up.com

Union Pacific Investor Inquiries:
Diana Prauner
402-544-4227 or dprauner@up.com

Norfolk Southern Media Inquiries:
media.relations@nscorp.com

Norfolk Southern Investor Inquiries:
Investor Relations

Source: Union Pacific Corporation