NS and UP shareholders overwhelmingly approve $85 billion merger

By Bill Stephens | November 14, 2025 

 The railroads announced tallies today of their separate shareholder votes on UP’s proposed acquisition of NS

Union Pacific and Norfolk Southern doctored the road numbers on their locomotives in this image to reflect the founding years of their railroads; 1827 for Norfolk Southern’s oldest predecessor and 1862 for Union Pacific. UP/NS

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ATLANTA — Union Pacific and Norfolk Southern today cleared their first merger hurdle as shareholders overwhelmingly backed their deal to create the first transcontinental railroad.

In separate votes, nearly 99% of NS shareholders and 99.5% of UP shareholders approved UP’s proposed $85 billion acquisition of NS.

“The approval of our shareholders marks a key milestone in our journey to create America’s first coast-to-coast transcontinental railroad, combining complementary networks and capabilities to unlock a multiplier effect for benefits to all stakeholders,” NS CEO Mark George said in a statement.

NS investors will receive one Union Pacific common share and $88.82 in cash for each share of Norfolk Southern owned.

UP investors, meanwhile, were asked to approve the issuing of new shares of UP common stock in connection with the merger.

“We appreciate our shareholders’ support in reaching this important milestone on our
path to building America’s first coast-to-coast railroad,” UP CEO Jim Vena said in a statement.

The railroads plan to file their merger application with the Surface Transportation Board in early December.