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Union Pacific Corp. and Norfolk Southern shareholders on Nov. 14 voted nearly unanimously to approve the railroads’ proposed $85 billion merger, paving the way to create the country’s first coast-to-coast railroad.
The merger would also create the nation’s largest rail operator by track miles and freight volume. More than 99 percent of both railroads’ shareholders voted in favor of the merger, and both rail operators’ boards unanimously approved the agreement. The merger is contingent upon review and approval by the U.S. Surface Transportation Board, but is expected to close in early 2027.
“The approval of our shareholders marks a key milestone in our journey to create America’s first coast-to-coast transcontinental railroad,” said Mark George, president and CEO of Norfolk Southern.
“The merger will [deliver] faster, more reliable transit times. Together with [Union Pacific], we will make rail more competitive with highways, offering customers new, more attractive shipping alternatives, unleashing the industrial strength of American manufacturing and creating new sources of economic growth across the country.”
Under terms of the agreement, Norfolk Southern shareholders will receive one share of Union Pacific common stock and $88.82 in cash for each share of Norfolk Southern stock. By combining operations, shareholders could potentially realize $30 billion in additional value through annualized synergies of $2.75 billion, the companies stated.
The new company would retain the Union Pacific name and have headquarters in Omaha, Nebraska. Union Pacific CEO Jim Vena would lead the company. Union Pacific in 2024 reported revenue of $24.3 billion, while Norfolk Southern reported revenue of $12.1 billion. Combined, the companies employed more than 52,000 people in 2024.
The rail operators said the merger will create safer, faster, and more reliable rail service, as well as increased competition. However, the nation’s chemical manufacturers disagree.
In an Oct. 16 letter to President Donald Trump, the American Chemistry Council argued that the merger could weaken supply chains and lead to service disruptions if only one major railroad serviced domestic chemical production facilities. In 2024, more than 1 billion tons of chemical products were transported across the county, the American Chemistry Council board stated.
“For the chemical industry, transportation isn’t just a logistical concern—it’s our lifeline,” the council’s board wrote. “Our U.S. production facilities depend on all modes of transportation both to bring in raw materials and deliver finished products to virtually every part of the economy.”
BNSF Railway, which operates 32,500 miles of rail in the western two-thirds of the United States, also expressed concerns about the merger, noting that the combined railways’ market dominance would lead to higher shipping rates and potential intermodal lane closures.
“The [Union Pacific–Norfolk Southern] merger has the potential to reshape the competitive landscape,” said Tom Williams, BNSF’s executive vice president and chief marketing officer.
Founded in 1862, Union Pacific operates in the western two-thirds of the United States. Its 32,880 miles of track span 23 states. Norfolk Southern, meanwhile, operates 19,200 miles of rail network across 22 states and accesses 43 seaports on the East Coast, the Mississippi River, and the Great Lakes. It was founded in 1982 through a merger of Norfolk and Western Railway and Southern Railway, but its roots date back to 1827.
