The Surface Transportation Board (STB) has rejected the proposed merger application filed by Union Pacific Railroad and Norfolk Southern Railway, finding that the submission was incomplete under applicable statutes and regulations.

According to the Board, the application failed to include a market impact analysis that adequately supported the carriers’ claims that the merger would grow rail traffic through diversion from trucks and other railroads. The Board also found that the full merger agreement was not provided. Commenters objected that certain provisions were withheld even from the unredacted version of the agreement, including terms governing the circumstances under which Union Pacific could withdraw from the transaction without paying a penalty to Norfolk Southern.

In addition, the Board determined that the proposed sub-transactions involving control of the Terminal Railroad Association of St. Louis and the Pittsburgh & Portage Railroad were significant and could not be treated as minor components of the transaction. As a result, those elements must be refiled and reviewed as part of a complete application.

The Board further directed the Applicants to address several additional issues should they choose to refile. These include providing clarification and additional detail regarding impacts on commuter railroads that were not previously addressed, correcting milepost references in the operating plan, including the District of Columbia in the list of affected jurisdictions, and submitting additional work papers supporting their analyses.

Union Pacific and Norfolk Southern have until June 22, 2026, to submit a revised application that complies with all statutory and regulatory requirements. They must notify the Board by letter no later than February 17, 2026, whether they intend to refile and when they anticipate doing so. All statutory timelines, including acceptance of the application and the deadline for a final decision, will restart from the date any revised application is filed.

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