Union Pacific Corporation announced that the company will postpone the submission of its revised merger application to the Surface Transportation Board (STB) until April 30, 2026. The delay follows regulators’ clarification of data‑formatting requirements that the company must meet before filing.
The merger, first announced on July 29, 2025, aims to create the first coast‑to‑coast freight rail operator in the United States. The initial filing was submitted on December 19, 2025 and rejected by the STB on January 16, 2026 for incompleteness, specifically the lack of post‑merger market‑share projections, a complete merger agreement, and control of the Terminal Railroad Association of St. Louis. The revised application is now scheduled for April 30, 2026, and the delay is expected to extend the regulatory review period, potentially pushing the anticipated early‑2027 completion date further out.
Regulators clarified that the data format required for the application differs from what Union Pacific had prepared, prompting the company to revise its submission. While the exact formatting details were not disclosed, the clarification indicates that the STB’s technical requirements are more stringent than initially anticipated, necessitating additional preparation time.
Union Pacific’s CEO Jim Vena said the delay was not a surprise and that the regulatory process “does not move as fast as he would like.” He added that the merger’s strategic benefits—eliminating 24‑ to 48‑hour interchange delays and moving freight more efficiently across the country—remain unchanged. CFO Jennifer Hamann noted that 75 % of the projected traffic growth from the merger is expected to come from truck diversions, underscoring the environmental and operational advantages of shifting freight from highways to rail.
Financially, Union Pacific reported fourth‑quarter 2025 adjusted diluted earnings per share of $2.86, slightly below the $2.87 consensus, and revenue of $6.1 billion, marginally below the $6.12 billion expectation. The operating ratio rose to 60.5 %, 180 basis points higher than the prior year, reflecting cost inflation. Net income for the quarter was $1.8 billion, including $234 million from industrial‑park land sales. For the full year 2025, diluted EPS was $11.98, an 8 % increase from 2024, and operating revenue was $24.5 billion, up 1 % year‑over‑year. These figures illustrate that while revenue growth remains modest, the company’s profitability is under pressure from higher operating costs.
The merger agreement values Norfolk Southern at approximately $85 billion, or $320 per share, and is structured as a stock‑and‑cash deal: each Norfolk Southern shareholder receives one Union Pacific common share and $88.82 in cash. The combined entity would have an enterprise value exceeding $250 billion and would be the same size as BNSF Railway in gross ton‑miles. Union Pacific has committed to lifelong job security for all unionized employees of the combined company, with any efficiencies achieved solely through attrition. The merger also promises environmental benefits, as shifting freight from trucks to rail is expected to reduce greenhouse‑gas emissions by roughly 70 %.
Opposition to the merger comes from BNSF Railway and Canadian National, who argue that the deal will not enhance rail‑to‑rail competition. The STB’s 2001 merger rules require that Class I railroad mergers enhance competition, and the STB’s rejection of the initial application was based solely on incompleteness, not on the merits of the merger itself. The delay, therefore, does not alter the fundamental competitive arguments but does extend the period during which these arguments will be evaluated.
The announcement of the filing delay was met with caution by market participants, reflecting the uncertainty surrounding the regulatory timeline. Investors had previously reacted negatively to the July 2025 merger announcement, with Union Pacific shares falling 2.4 % and Norfolk Southern 3 % as uncertainty over the deal’s completion grew. The new delay is likely to reinforce concerns about the timeline, potentially pushing the expected early‑2027 completion further into the future.
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