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

Union Pacific to Acquire Norfolk Southern in $85 Billion Deal

On July 29, 2025, Union Pacific Corporation and Norfolk Southern Corporation announced the execution of an Agreement and Plan of Merger, whereby Union Pacific will acquire Norfolk Southern in a stock and cash transaction.

Filer
Union Pacific Corporation UNP · NYSE
Filed
Accession
0001193125-25-167154
CIK
0000100885
Signal
High impactIndustrials

Details

The transaction values Norfolk Southern at an enterprise value of $85 billion and is expected to unlock approximately $2.75 billion in annualized synergies. Norfolk Southern shareholders will receive 1.0 Union Pacific common share and $88.82 in cash for each share of Norfolk Southern. The deal is expected to close by early 2027, subject to regulatory approval and shareholder approval. A joint press release and investor presentation providing supplemental information on the transaction have been furnished as exhibits.

Items reported

Item 8.01

Other Events

Major Legal Settlement
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$229.24

Next session

-1.7%

Since filing

+27.4%

Latest close

$292.13

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

Precedent

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

Exhibits (2)

About Union Pacific Corporation

Union Pacific Corporation is a prominent transportation company renowned for its extensive network of railroads across the United States. As one of the largest freight transportation services in North America, it operates a significant portion of the American rail infrastructure, serving approximately 23 states across the western two-thirds of the United States. Union Pacific Corporation's primary function is to transport freight, which includes a diverse array of commodities such as agricultural products, automotive items, industrial chemicals, coal, and a wide range of consumer goods. This railroad operator plays a crucial role in the supply chain, providing essential links between producers and markets, thereby facilitating economic growth and development. The company’s operations are integral to the industries it serves, providing a reliable mode of bulk transportation and contributing to the efficiency and competitiveness of U.S. businesses. With a history dating back to 1862, Union Pacific Corporation is a fundamental pillar in the American transportation sector, representing a robust and enduring legacy in the railroad industry.

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