The Surface Transportation Board (STB) unanimously rejected the major merger application filed by Union Pacific (UP) and Norfolk Southern (NS) on Dec. 19, 2025, citing incompleteness under the Board’s regulations. The decision does not dismiss the merger proceeding but requires the applicants to submit a revised application addressing identified deficiencies.
The STB found that the application lacked full system impact analyses, including projected market shares that account for merger-related growth, traffic diversions, and changes in market conditions beyond the transaction’s consummation date. Instead, the applicants only provided combined 2023 market shares for UP and NS, which the Board deemed insufficient to evaluate potential competitive impacts.
Additionally, the application failed to include all contracts and written instruments related to the merger agreement. Notably, key schedules such as “Schedule 5.8,” which outlines conditions allowing UP to terminate the agreement if regulatory burdens are imposed, were withheld without justification. The Board emphasized that these documents are critical for assessing competitive and regulatory concerns.
The STB also determined that the related application for control of the Terminal Railroad Association of St. Louis should be classified as a significant transaction, contrary to the applicants’ minor transaction designation. Several technical issues were also flagged for correction.
Under federal law, the Board must reject incomplete applications but permits applicants to refile. UP and NS have until Feb. 17, 2026, to notify the Board if they intend to submit a revised application, which would then restart the review process.
The STB clarified that this ruling reflects only the application’s incompleteness and should not be interpreted as a judgment on the merits of any future filings.
