Market Matters Blog           05/11 12:00

   UP and NS Resubmit Merger Application to STB Amid Growing Opposition

   A revised major merger application from Union Pacific and Norfolk Southern 
was recently submitted to the U.S. Surface Transportation Board.

Mary Kennedy
DTN Basis Analyst

   Union Pacific and Norfolk Southern on April 30, 2026, resubmitted a revised 
merger application to the Surface Transportation Board, months after regulators 
unanimously rejected their first attempt as incomplete. The revised filing sets 
the stage for a fresh round of public scrutiny over what would be the largest 
railroad consolidation in decades, even as opposition from shippers, unions, 
farm groups and rival railroads continues to mount.

   On Jan. 16, 2026, the Surface Transportation Board (STB) reported on their 
website that, in a unanimous decision, the major merger application filed by 
Union Pacific (UP) and Norfolk Southern (NS) on Dec. 19, 2025, was incomplete 
because it did not contain certain information required by the board's merger 
regulations as written here: 
https://www.ecfr.gov/current/title-49/subtitle-B/chapter-X/subchapter-B/part-118
0.

   On April 30, 2026, the STB announced on their website it received a revised 
major merger application from UP and NS (together, Applicants). The Board 
further announced comments on the completeness of that revised application were 
due by Friday, May 8, 2026, at noon EDT.

   "As discussed in the Board's Aug. 28, 2025, notice of receipt of the 
Applicants' prefiling notification, the proposed transaction is classified as a 
major transaction under the Board's regulations at 49 C.F.R. 1180.2(a). An 
application for a major transaction must include substantial supporting 
information, detailed in the Board's regulations at 49 C.F.R. part 1180," said 
the STB in a news release.

   "Following this comment and reply period, the Board will make a 
determination on the completeness of the revised application, either accepting 
it as complete or rejecting it as incomplete. This determination should not be 
mistaken for a determination on the merits of the proposed transaction. Should 
the Board accept the revised application for consideration, it will issue a 
procedural schedule for comments on the merits of the proposed transaction," 
added the STB.

   In an April 30, 2026, news release, UP and NS said after submitting the 
application the additional analysis reinforces that the combination will drive 
growth, enable substantial cost savings for shippers and strengthen the U.S. 
supply chain.

   "After completing the additional work requested by the STB, the facts remain 
clear: This merger enhances competition and delivers real public benefits that 
make America's supply chain stronger," said Union Pacific CEO Jim Vena. "Our 
analysis uses complete systemwide traffic data provided by all Class I 
railroads to identify even more opportunities for our combined railroad to grow 
and compete."

   "This merger is fundamentally about growth," said Norfolk Southern President 
and CEO Mark George. "Shippers have been clear about what they value, and the 
data backs it up. When single-line rail service is available, they choose it. 
Our combined network will deliver seamless freight moves within and across the 
Mississippi watershed markets with one Class I railroad accountable from origin 
to destination."

   The press release went on to say, "The Union Pacific-Norfolk Southern 
combination is an end-to-end merger connecting the eastern and western United 
States with virtually no overlap. The goal: Growth through new routes and 
improved service that removes interchange handoffs that can add 24 to 48 hours 
and cost to the supply chain." Here is a link to the full press release: 
https://www.up.com/press-releases/growth/amended-merger-app-filed-260430.

   COMMENTS FROM SHIPPERS, AG GROUPS AND UNIONS

   Comments to the STB were mixed as far as approval or disapproval of the 
proposed UP-NS merger. Here are a few, and more can be found in the 'view 
filings' section on the STB website: https://www.stb.gov/.

   In a March 3, 2026 letter to Congress, Jeremy R. Ferguson, president of the 
transportation division wrote on behalf of the International Association of 
Sheet Metal, Air, Rail and Transportation Workers -- Transportation Division 
(SMART-TD): "Following extensive negotiations, SMART-TD reached a historic 
agreement with Union Pacific that provides extraordinary job protections for 
employees in train and yardmaster service. Under this agreement, Union Pacific 
has committed that employees of both Union Pacific and Norfolk Southern will 
not face involuntary furloughs, guaranteeing job protection for the duration of 
their careers. This level of protection is unprecedented in modern rail 
consolidations and represents a meaningful departure from the uncertainty that 
has accompanied prior transactions. Because of the strong workforce protections 
secured, the stability they provide to thousands of railroad families, and the 
broader public benefits anticipated by the transaction, SMART-TD will be 
conveying its support for the merger before the Surface Transportation Board." 
Here is a link to the letter: 
https://www.smart-union.org/wp-content/uploads/2026/03/President-Ferguson-Suppor
t-For-UP-NS-Merger.pdf.

   "A proposed merger between Union Pacific and Norfolk Southern is being sold 
as progress. We're not buying it," said Mark Wallace, president of the 
Teamsters Rail Conference and the Brotherhood of Locomotive Engineers and 
Trainmen (BLET), and Tony Cardwell, president of the Brotherhood of Maintenance 
of Way Employes Division (BMWED), in a joint statement. "We lead the two unions 
that make up the Teamsters Rail Conference -- the Brotherhood of Locomotive 
Engineers and Trainmen and the Brotherhood of Maintenance of Way Employes 
Division. Together, we represent more than half of the national union workforce 
at both railroads. We've talked to our members. We've looked at the numbers. 
And we know what this kind of deal usually means." Read more of their statement 
here: 
https://blet.org/news/teamsters-railroaders-oppose-the-union-pacific-norfolk-sou
thern-merger-heres-why/.

   Keith Creel, president and CEO of CPKC said, "Opposition to the UP-NS merger 
proposal continues to grow across a broad range of stakeholders, including rail 
shippers and customers, business associations, unions and labor groups, 
railroads, elected officials, community leaders and more. All of them have deep 
and widespread unease about the implications of this unnecessary mega-merger on 
rail competition, affordability, supply chain reliability, and market balance."

   "Farmers and ranchers rely heavily on rail service to get products to 
families across the country," said President of the American Farm Bureau 
Federation Zippy Duvall. "This merger would lead to greater consolidation and 
higher costs when farmers are already hard-pressed with economic headwinds 
beyond their control. Ultimately, those costs ripple far beyond the farm gate, 
impacting not only the price of food for Americans, but also likely pushing 
farm margins even lower."

   "This (merger proposal) did not begin with a customer asking for a UP-NS 
merger to happen," said President and Chief Executive Officer of BNSF Railway 
Katie Farmer. "It's driven by Wall Street on the promise of a big shareholder 
payout. It will eliminate competition, raise costs for consumers, and 
destabilize the supply chain that powers the American economy." Read more 
comments here from the Stop the Rail Merger Coalition: 
https://www.bnsf.com/news-media/news-releases/newsrelease.page?relId=stop-the-ra
il-merger-coalition-launches-to-oppose-union-pacific-norfolk-southern-merger.

   The NGFA said in their filing to the STB, "While the Amended Application 
contains the term 'precise steps' in several places, there is no explanation of 
precisely how the Applicants will utilize other railroads to help them overcome 
serious service disruptions post-merger. Such additional details are necessary 
because the 2001 Rules require them, but also because the process of how the 
cooperation of other railroads would be sought and executed is not 
one-size-fits-all. It will vary according to where such disruptions occur on 
the combined system." NGFA added the "Amended Application is incomplete in at 
least several areas" as discussed in their filing on May 8, 2026: Here is a 
link to their filing: https://www.ngfa.org/wp-content/uploads/Rail/310608.pdf.

   Link to UP/NS merger application: 
https://www.stb.gov/wp-content/uploads/UP-NS-Revised-Major-Merger-Application-Ap
ril-30-2026-FD-36873.pdf.

   BNSF Flyer: The UP-NS Merger: A Monopoly in the Making: 
https://www.bnsf.com/ship-with-bnsf/preserve-rail-competition/bnsf-flyer-the-up-
ns-merger-a-monoply-in-the-making.pdf.

   Follow any developments from the STB on the merger here: 
https://www.stb.gov/resources/major-railroad-mergers/.

   Mary Kennedy can be reached at mary.kennedy@dtn.com

   Follow her on social platform X @MaryCKenn




(c) Copyright 2026 DTN, LLC. All rights reserved.