Union Pacific and Norfolk Southern Merger: Regulatory Review Underway

Union Pacific (UP) and Norfolk Southern (NS) have initiated a significant milestone in their proposed merger. Federal regulators are currently assessing the completeness of the companies’ application, a decision that will be crucial in commencing a comprehensive review of the merger.

Merger Timeline

The journey towards this groundbreaking merger has unfolded over several months, marked by key events as outlined below:

July 28–29, 2025 — Merger Agreement Announced

On these dates, executives from both Union Pacific and Norfolk Southern announced a merger agreement valued at approximately $85 billion. This deal aims to form the first coast-to-coast freight rail operator, with a combined network extending over 50,000 miles across 43 states and linking around 100 ports.

November 2025 — Overwhelming Shareholder Approval

Both UP and NS garnered an impressive 99% shareholder approval for the merger, clearing a significant corporate hurdle and paving the way for federal regulatory scrutiny.

December 19, 2025 — STB Application Submission

UP and NS officially submitted their substantial merger application to the Surface Transportation Board (STB). This filing, comprising thousands of pages, includes detailed analyses focused on enhancing competition and serving the public interest.

December 29, 2025 — Completeness Comments Deadline

The STB imposed a deadline for stakeholders to comment on the completeness of the application. Notably, this stage does not address the merits of the merger.

January 2, 2026 — Response to Completeness Comments

In response to claims asserting that the application is incomplete, UP and NS defended their submission, arguing that many objections were more concerned with the merits of the deal rather than its completeness.

Early January 2026 — STB Completeness Review

The STB is currently determining whether the application meets its necessary criteria. A rejection for incompleteness would necessitate UP and NS to refile or supplement their application, potentially delaying the entire process.

What’s Next?

Here’s what to expect in the coming months regarding the merger:

January 2026 (Current)

The STB is anticipated to issue a decision this month regarding the acceptance of the application as filed.

If Accepted as Complete

Should the application receive a green light, the STB will publish a procedural timeline for comments on the merger’s merits, alongside evidence and hearing dates. This stage could extend throughout 2026.

Through 2026 to Early 2027

The STB will conduct an in-depth review focused on competitive dynamics, service quality, safety, and public interest implications. This phase will likely involve filings from multiple stakeholders and may include public hearings.

Early 2027 (Target Completion)

UP and NS express optimism about concluding the merger by early 2027, though various regulatory decisions and potential legal challenges could impact this timeline.

January 28, 2028 — Merger Agreement Expiry

The merger agreement is set to expire on this date, although it can be automatically extended if the STB’s review requires more time than anticipated.