Amended UP-NS Merger Application is Filed

On April 30, 2026, Union Pacific (UP) submitted a revised application to the Surface Transportation Board (STB) to acquire control of Norfolk Southern (NS). This follows the STB's January 16, 2026, decision to reject the initial December 19, 2025, application as incomplete. The STB's January 2026 decision identified three key reasons the application was rejected.

First, the STB determined UP and NS' (Applicants) market impact analysis did not provide forward-looking market share projections. In response, Applicants state the "Amended Application provides post-merger market share projections that incorporate traffic that Applicants anticipate attracting from trucks and other railroads."

The second reason the STB rejected the application was the fact that the Applicants failed to submit the full merger agreement. Applicants responded and stated that the "Amended Application contains all disclosure schedules incorporated in the merger agreement between Union Pacific and Norfolk Southern."

The third reason behind the STB rejecting the application was the fact that Applicants treated the acquisition of Terminal Railroad Association of St. Louis (TRRA) as a "minor" transaction, instead of a "significant" transaction. Applicants responded and stated the "Applicants are definitively committing not to acquire control of TRRA and offering to condition consummation of the proposed transaction on divesting or otherwise relinquishing sufficient ownership and governance interests in TRRA such that the combined company will not acquire control of TRRA, even temporarily."

Public comments focusing strictly on whether the revised application meets the Board's regulatory requirements are due by May 8, 2026. Should the Board accept the revised application, comments on the merits of the proposed application will be submitted at a later date.

Click here to read the Applicants' amended application.