On Friday afternoon, the Surface Transportation Board announced it came to a unanimous decision to reject the merger application filed by Union Pacific (UP) and Norfolk Southern (NS) because it was incomplete.
By law the board said they must reject the application, which was filed on December 19, and this is done without prejudice—so the applicants can refile an application with the necessary fixes.
From the STB announcement: “Today’s decision is based solely on the incompleteness of the December 19 application and should not be read as an indication of how the Board might ultimately assess any future revised application.”
So what was missing?
Per the board’s decision, the application did not include:
- its impact analyses required by 49 C.F.R. § 1180.7(b), specifically inconsistent claims in the application about how the merged railroads would experience growth by diverting traffic from trucks and other rail carriers.
- the entire merger agreement required by 49 C.F.R. § 1180.6(a)(7)(ii) with certain documents missing or incomplete.
There are two other business transactions included in the application which have subsequently been rejected.
- The acquisition for control of the Peoria and Pekin Union Railway Company was pending the NS/UP transaction, so its related application is rejected.
- The Terminal Railroad Association of St. Louis control application was described as a “minor” transaction, but the Board concludes that that proposed transaction should be classified as a “significant” transaction. It’s therefore rejected.
What are the next steps?
NS/UP have until Feb. 17, 2026 to file a letter informing the board and the public if they’ll be submitting a revised application. The revised application must be submitted by June 22, 2026.
What is the industry reaction?
The full decision is available online with details and letters submitted by other railroads pointing out omissions or questions about the information supplied in the original application.
In a press release, the American Chemistry Council said:
“A transaction of this magnitude must not be rushed. We appreciate the Board’s deliberate, data driven approach and its firm commitment to the STB’s modern merger standards, which make clear that any major rail consolidation just enhance competition—not diminish it. That is the only acceptable bar.
“American industry cannot afford another mega-merger that leaves customers with fewer choices, higher prices, and declining service. ACC remains committed to working with regulators, policymakers, and stakeholders to ensure that any proposed merger serves the public interest as the law demands and protects the nation’s supply chain, economy, and manufacturing competitiveness.”
