Transaction Details
Implied total enterprise value for Norfolk Southern¹
Per Norfolk Southern share in stock and cash¹
Premium to Norfolk Southern’s 30 day-trading volume weighted average price on 7/16/2025
Growth in run-rate free cash flow 3 years post-close
Potential value creation for Union Pacific and Norfolk Southern shareholders
Annualized synergy opportunity
Shareholder Value
The stock and cash transaction enables both Union Pacific and Norfolk Southern shareholders to participate in the upside of the combined company’s growth opportunities and synergies.
Path to Completion
Creating the Union Pacific Transcontinental Railroad is overwhelmingly in the public interest and will enhance competition, consistent with the test that will be applied in the review of the transaction by the Surface Transportation Board (STB).
The Board of Directors of both Union Pacific and Norfolk Southern have unanimously approved the transaction.
Shareholders vote to approve the transaction.
The companies expect to file their application with the STB within six months, in which the companies will describe how the combined rail network will provide safer, faster and more reliable service and increased competition to a broad range of stakeholders.
Transaction is subject to STB review and approval within its statutory timeline and customary closing conditions.
The companies are targeting closing the transaction by early 2027.
¹ Based on Union Pacific share price on 7/16/2025 (the day prior to which rumors regarding a Union Pacific acquisition of Norfolk Southern were reported)