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11/14/2025
Shareholders of Union Pacific Corp. and Norfolk Southern Corp. today voted to approve UP's proposed acquisition of NS, which would create the nation's first coast-to-coast transcontinental railroad, the companies announced.
UP officials said 99.5% of votes cast by its shareholders were in favor of issuing new shares of UP common stock in connection with its NS merger. The preliminary vote count from today's special meeting represented nearly 80% of outstanding shares, according to a UP press release. The final voting will be reported in a Form 8-K filed by UP with the U.S. Securities and Exchange Commission, after certification by UP’s independent inspector of elections.
NS shareholders voted overwhelmingly, with nearly 99% of the shares cast in favor, to approve, NS officials said in a press release. Under the terms of the agreement, NS shareholders will receive 1.0 UP common share and $88.82 in cash for each share of NS owned. The preliminary vote count represented nearly 80% of outstanding shares. The final voting will be reported in a Form 8-K filed by NS with the SEC.
The transaction is expected to close by early 2027, subject to Surface Transportation Board review and approval.
“We appreciate our shareholders’ support in reaching this important milestone on our path to building America’s first coast-to-coast railroad,” said UP CEO Jim Vena. “Our shareholders see the value and understand this merger will unlock new opportunities to enhance service, growth and innovation. We look forward to filing our application with the Surface Transportation Board and detailing how the transaction will provide seamless, single-line service across the country to improve transit times, safely increase reliability and strengthen the competitiveness of U.S rail.”
NS President and CEO Mark George said: "The merger will preserve union jobs and improve safety while delivering faster, more reliable transit times. Together with UP, we will make rail more competitive with highways, offering customers new, more attractive shipping alternatives, unleashing the industrial strength of American manufacturing and creating new sources of economic growth across the country."