Union Pacific Corporation and Norfolk Southern Corporation filed a formal merger application with the U.S. Surface Transportation Board on December 19 2025, marking the first regulatory step in an $85 billion deal that will combine the two largest Class I railroads in the United States into a single coast‑to‑coast network.
The nearly 7,000‑page application details how the merged company will operate as America’s first transcontinental railroad, spanning roughly 50,000 route miles across 43 states and connecting more than 100 ports. The parties project annual synergies of $2.75 billion, driven by cost savings in operations, procurement, and shared technology platforms, and by revenue growth from converting truck freight to rail.
Under the Surface Transportation Board’s 2001 merger rules, the review will be extensive. While the Board can request additional information within 30 days, the full process can take 16 to 22 months, and the parties anticipate a closing date in early 2027. The merger faces significant opposition from labor unions—particularly the Brotherhood of Locomotive Engineers and Trainmen and the Brotherhood of Maintenance of Way Employes Division—who cite safety and job‑security concerns, as well as from shippers and trade groups worried about reduced competition.
Union Pacific CEO Jim Vena said the company is “committed to protecting union jobs and creating new ones by the third year after the merger.” Norfolk Southern President and CEO Mark George added that the combination will “bring together Union Pacific’s expansive western reach and Norfolk Southern’s unparalleled access to eastern manufacturing and population centers, creating a cohesive freight rail solution with 50,000 route miles that connect 43 states and more than 100 ports.” Both executives emphasized that the merger will strengthen the U.S. supply chain and provide long‑term value for shareholders.
The deal will give Norfolk Southern shareholders one Union Pacific common share and $88.82 in cash for each share, representing a 27% ownership stake in the combined company. The transaction is expected to enhance competitive positioning against trucking and Canadian railroads, while also providing a platform for future growth in high‑margin intermodal and bulk freight services.
The filing signals a bold step toward consolidating the rail industry and creating a more efficient, end‑to‑end network. The outcome of the STB review and the response of labor and shippers will shape the timeline and final structure of the merger, but the parties have outlined a clear path to realizing the projected synergies and shareholder value.
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