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STB Pauses Review of Union Pacific-Norfolk Southern Deal
Board Accepts Merger Application but Holds Review Until More Information Arrives; July 27 Deadline Set
Key Takeaways:
- The Surface Transportation Board accepted Union Pacific and Norfolk Southern’s merger application May 28 but paused its review pending additional required information.
- Shares fell sharply, with Union Pacific down as much as 5.2% and Norfolk Southern as much as 6.5%, after the regulator’s delay.
- The board gave the companies until July 27 to clarify competition and public-benefit issues in the proposed $72 billion merger that would span 43 states.
Shares of Union Pacific Corp. and Norfolk Southern Corp. slumped the most in more than a year after a key regulator paused its review of their planned $72 billion merger, potentially delaying what would be the biggest rail deal ever.
The U.S. Surface Transportation Board accepted the companies’ merger application but said May 28 that further considerations would remain on hold until the companies submit additional required information. They have until July 27 to address matters “that are unclear or underdeveloped and require supplementation,” the board said.
Union Pacific fell as much as 5.2% as of 1:28 p.m. in New York, while Norfolk Southern tumbled as much as 6.5%. Those marked the stocks’ largest intraday declines since April 2025.
RELATED: 4 Railroads Object to Union Pacific-Norfolk Southern Merger
The STB asked the companies to submit additional information about issues including competition and benefits to the public, according to the board’s statement.
U.S. rules require rail mergers to show that a deal would serve the public interest and enhance competition, a step beyond merger requirements applied to other industries.
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The STB in March asked for additional information and documentation from the companies on issues such as the deal’s potential impact on competition. (Luke Sharrett/Bloomberg)
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The board’s decision further complicates a tie-up that has already drawn pushback from rival BNSF Railway Co. and concerns from some U.S. lawmakers. The STB in March asked for additional information and documentation from the companies on issues such as the deal’s potential impact on competition.
Union Pacific's initial application to acquire Norfolk Southern was rejected by the STB in January because it was insufficient.
The merger would create the largest network in North America with tracks across 43 states. The companies have said they expect the deal to close by next year.
