The U.S. Surface Transportation Board has rejected the proposed merger application between Union Pacific and Norfolk Southern, ruling that the filing does not meet federal regulatory requirements.
The railroads submitted the application on December 19, 2025, seeking approval for a proposed $85 billion merger to create a coast-to-coast freight railroad. The Board rejected the filing without prejudice after determining that the application lacked required market impact analyses and did not include a complete copy of the merger agreement.
The Board said the companies failed to provide projected market share data showing how the combined railroad would affect competition after the transaction closes. The filing included only historical 2023 market share figures and did not present forward-looking projections required under federal merger rules.
The Board also found that the application omitted schedules and exhibits that form part of the merger agreement, including documents defining regulatory conditions that could allow either party to terminate the transaction.
The decision does not dismiss the merger proceeding. The railroads may submit a revised application that addresses the deficiencies identified by the Board. The agency directed the companies to notify the docket by February 17, 2026, if they plan to refile.
The Board said the ruling does not indicate how it would assess the merits of any revised merger filing.