STB Pauses UP-NS Merger Review and Requires More Information from UP and NS

Dear BNSF Customers,

Today, the Surface Transportation Board (STB) determined that Union Pacific and Norfolk Southern's revised merger application is technically "complete" to accept for consideration, but took the significant step of pausing review of that application, expressing disappointment that key aspects of the revised application remain unclear or underdeveloped and raising questions of whether UP and NS will be able to present a prima facie case meeting the public interest test. The STB ordered UP and NS to provide extensive supplemental information by July 27, 2026, and delayed the start of the process to review the merits of that application until that information is submitted and reviewed.

While the application has been accepted as technically complete, the Board has delayed initiating the formal review process and not yet established a procedural schedule. This distinction matters. Acceptance of the application for technical completeness is not approval of the merger.

The Board's decision makes clear their concerns that UP and NS's approach to date places undue burden on other parties to ascertain and evaluate key aspects of the proposed merger and how those fit within the Board's current public interest framework. The Board has required UP and NS to provide additional detail on a broad set of issues that they did not adequately address, including matters related to the Board's enhanced competition standard, UP's ability to achieve and manage their projected volume growth, appropriate treatment of key rail gateways, and the potential downstream impacts of the merger. The Board is requiring the additional information to enable it and the public to "thoroughly evaluate" the proposed transaction.

UP and NS have until July 27 to submit this additional information. After reviewing that material, the Board will determine whether-and when-to begin the formal review process. As a result, stakeholders still do not have firm deadlines for Notices of Intent to Participate, comments, or other filings.

BNSF appreciates the Board's application of its modernized merger rules-requiring a complete and well-developed record before the process moves forward. That approach helps ensure that stakeholders and the public have the clarity needed to evaluate a transaction of this magnitude.

We remain firmly opposed to this proposed transaction. The fundamental concerns persist: the merger threatens to reduce competition, restrict access for shippers, and undermine the resilience and efficiency of the national rail network. We will continue to participate constructively in the proceedings and advocate for a freight rail system that remains competitive, efficient, and responsive to the needs of customers, communities, employees, and the broader economy.

Your engagement will continue to be important as this process moves forward. We encourage you to stay informed and consider participating in the STB process to ensure your perspective is heard. You can learn more about how to participate-including how to file when timelines are established-here:
Preserve Rail Competition - How to Participate

As always, please don't hesitate to reach out to me or my team with questions. We appreciate your continued partnership, and we will keep you updated as the STB provides further direction.

Sincerely,

Tom G. Williams
Executive Vice President & Chief Marketing Officer