STB Ruled UP-NS Merger Application is Incomplete

On January 16, 2026, the Surface Transportation Board (STB) rejected Union Pacific's (UP) application to acquire control of Norfolk Southern (NS), along with two related applications: UP and NS' (Applicants) applications for acquisitions of control of the Peoria and Pekin Union Railway Company (PPU) and the Terminal Railroad Association of St. Louis (TRRA). The STB ruled the application was incomplete and rejected the application without prejudice, allowing the Applicants to refile the application.

The STB identified three key reasons for the rejection. First, the STB determined the Applicants' market impact analysis was incomplete, as it did not provide forward-looking market share projections. Instead, the Applicants relied upon static 2023 data. The Applicants added UP's and NS's actual market shares, actual revenues, and actual traffic volumes from 2023 and identified the total of these 2023 numbers as the projected market share, revenue, and traffic volumes post-merger. The STB emphasized that impact analyses must reflect future conditions and "the consolidated company's marketing plan."

The second reason the STB rejected the application was the fact that the Applicants failed to submit the full merger agreement. While Applicants submitted a copy of the merger agreement, various exhibits, schedules, and contracts were omitted and Applicants provided no justification for withholding these materials. The STB ruled any revised application "must include complete copies of all contracts or other written instruments entered into, or proposed to be entered into, pertaining to the Transaction..."

The third reason the STB rejected the application was the fact that Applicants treated the acquisition of TRRA as a "minor" transaction. However, the STB deemed the TRRA transaction as "significant". Given the fact that TRRA's application does not satisfy the requirements for a significant transaction, the TRRA application, as well as the primary application (the UP/NS merger application), were ruled incomplete.

The Applicants must file a letter with the STB by February 17, 2026 and indicate whether the railroads anticipate refiling the application, which will then be due no later than June 22, 2026.

Click here to read the STB's January 16, 2026 decision.