All about the community of model railroading and rail enthusiasm
August 7, 2025 / Updated August 10, 2025
The Surface Transportation Board received a notice of intent regarding the proposed merger between Union Pacific Railroad Co. and Norfolk Southern Railway Co., announced by both Class I railroads in July.
In a merger plan UP, through a wholly owned subsidiary, would acquire all outstanding shares of NS for shares of UP common stock and cash. NS would become a wholly owned subsidiary of UP. The railroads agreed they would not have a voting trust.
In their notice, UP and NS say they intend to file their application on or before Jan. 29, 2026.
The merger is pending regulatory approval.
The railroads announced July 29 plans to create America’s first transcontinental railroad, the Union Pacific Transcontinental Railroad, connecting over 50,000 route miles across 43 states from the East Coast to the West Coast and linking approximately 100 ports in North America.
The proposed merger comes two years after Canadian Pacific and Kansas City Southern became North America’s first continuous north-south railroad. CPKC created the first single-line rail network connecting Canada, the U.S. and Mexico.
Under the agreement, UP will acquire NS in a stock and cash transaction, implying a value for Norfolk Southern of $320 per share based on UP’s unaffected closing stock price July 16, 2025, and representing a 25 percent premium to NS’s 30-trading day volume weighted average price on the same day. The value per share implies an enterprise value of $85 billion for NS, resulting in the creation of a combined enterprise of over $250 billion.
“Railroads have been an integral part of building America since the Industrial Revolution, and this transaction is the next step in advancing the industry,” UP chief executive officer Jim Vena said. “Imagine seamlessly hauling steel from Pittsburgh, Pennsylvania, to Colton, California, and moving tomato paste from Huron, California, to Fremont, Ohio. Lumber from the Pacific Northwest, plastics from the Gulf Coast, copper from Arizona and Utah, and soda ash from Wyoming. Right now, tens of thousands of railroaders are moving almost everything we use. You name it, and at some point, the railroad hauled it.”
Vena said the merger with NS “builds on President Abraham Lincoln’s vision of a transcontinental railroad from nearly 165 years ago” and advances the company’s safety, service and operational excellence strategy. In April, UP introduced its latest commemorative locomotive scheme, No. 1616.
“I am confident this historic transaction will enhance competition to benefit customers, communities and employees while delivering shareholder value,” Vena said.
The International Association of Sheet Metal, Air, Rail and Transportation Workers (SMART-TD) and the Transport Workers Union of America oppose the merger.
SMART-TD, North America’s largest railroad operating union with more than 1,800 yardmasters, is urging “all relevant regulatory bodies, elected officials and stakeholders to conduct a rigorous, transparent, and labor-informed review of this proposed merger.”
“Our labor organization has every intention to oppose this merger when it comes before the Surface Transportation Board for approval,” the union said on its website. “We approach this development with measured skepticism rooted in the real-world impact such consolidation could have on rail workers, safety, service quality, and the long-term health of the freight rail industry.”
UP and NS said in the merger announcement that each union employee who wants a job in the combined company will have one.
A Union Pacific-Norfolk Southern merger will transform the U.S. supply chain, unleash the industrial strength of American manufacturing and create new sources of economic growth and workforce opportunity that preserves union jobs, according to the companies.
“Norfolk Southern, like Union Pacific, is a railroad integral to the U.S. economy, with a storied 200-year legacy of serving customers across 22 states in the eastern half of the nation,” NS CEO Mark George said. “Our safety, network and financial performance is among the best we’ve had as a company, as is our customer satisfaction. And it is from this position of strength that we embark on this transformational combination.”
Prior to the merger announcement, UP announced that its 2025 second-quarter net income was $1.9 billion, or $3.15 per diluted share, up from $1.7 billion, or $2.74 per diluted share, for the same period last year.
NS’s second-quarter net income was $1.2 billion, up $44 million from Q2 2024.
The railroads combined for $36.4 billion in revenue in 2024 with an average operating ratio of 62.1 percent.
