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Form 8-K · Current Report · Filed 2025-07-29

Union Pacific to Acquire Norfolk Southern in a Stock-and-Cash Merger

On July 28, 2025, Norfolk Southern Corporation and Union Pacific Corporation announced a definitive merger agreement under which Union Pacific will acquire Norfolk Southern in a stock-and-cash transaction.

Filer
Norfolk Southern Corporation NSC · NYSE
Filed
Accession
0001193125-25-168147
CIK
0000702165
Signal
High impactIndustrials

Details

Each share of Norfolk Southern common stock will be converted into the right to receive one share of Union Pacific common stock and $88.82 in cash. The merger is subject to various conditions, including regulatory approvals and shareholder approvals. The transaction is expected to close by January 28, 2028.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

M&A Agreement
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$286.42

Next session

-2.6%

Since filing

+17.1%

Latest close

$335.48

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from NSC reporting the same item, with the next session's move:

Exhibits (1)

About Norfolk Southern Corporation

Norfolk Southern Corporation is a Class I railroad company that plays a vital role in the U.S. transportation sector. Its primary function is to provide freight transportation services across a comprehensive network that spans the eastern United States. The company's expansive rail system facilitates the efficient movement of raw materials, intermediate products, and finished goods, thus supporting key industries such as agriculture, automotive, chemicals, coal, and intermodal traffic. Norfolk Southern's operations are integral to supply chains and the overall economy, as they help transport essential products swiftly over long distances. With a focus on safety, sustainability, and technological enhancements, the company strives to improve operational efficiency and reduce its environmental footprint. Norfolk Southern's services are critical to logistics and transportation, significantly impacting regional and national market dynamics by enabling competitive pricing and timely delivery. Its strategic rail connections and robust infrastructure underscore its importance in the rail transportation industry.

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