The Surface Transportation Board on Friday unanimously rejected the major merger application filed by Union Pacific and Norfolk Southern, finding the submission incomplete under federal regulations.
The board said the Dec. 19, 2025, application lacked information required by its rules and therefore must be rejected without prejudice, allowing the railroads to refile a revised application addressing the deficiencies. The decision is based solely on completeness and does not signal how the board would ultimately rule on any revised filing.
Under the board’s merger regulations at 49 C.F.R. part 1180, applicants must submit full system impact analyses, including projected market shares, and provide the complete merger agreement and related documents.
The board said the railroads failed to include forward-looking market-share projections reflecting anticipated growth, diversions, and other post-merger changes, instead presenting only the sum of the companies’ 2023 estimated shares. The board said projections beyond the transaction’s consummation date are required to assess competitive impacts.
The board also found the application incomplete because it did not include all schedules and documents incorporated into the merger agreement. Those materials may contain information relevant to competition, the board said, citing a schedule that defines a “Materially Burdensome Regulatory Condition” that could allow Union Pacific to walk away from the deal.
In addition, the board said the applicants mischaracterized a related filing involving the Terminal Railroad Association of St. Louis as a minor transaction, and identified several technical issues to be corrected.
The board directed the railroads to file a letter by Feb. 17, indicating whether and when they plan to submit a revised application. Any statutory review timelines would begin upon acceptance of a new filing.
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