Norfolk Southern agrees to be acquired by Union Pacific in stock-and-cash deal
Norfolk Southern signed a merger agreement on July 28, 2025, under which Union Pacific will acquire it through a stock-and-cash transaction. Each Norfolk Southern share would convert into one Union Pacific share plus $88.82 in cash, and the deal requires Surface Transportation Board approval and shareholder votes at both companies.
Key points
- Each Norfolk Southern share converts into one Union Pacific share plus $88.82 in cash
- Either party may terminate if the mergers are not completed by January 28, 2028, subject to certain extensions
- $2.5 billion termination fee payable by Union Pacific in certain regulatory-failure cases; a $2.5 billion fee applies to each party under specified circumstances
- Three Norfolk Southern directors, including Mark George and Richard Anderson, would join Union Pacific's board
The filing
Written by AI on Nov 8, 2026, 1:42 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on July 29, 2025.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.