Norfolk Southern said it agreed to be acquired by Union Pacific under a merger agreement dated July 28, 2025, with both companies announcing the agreement in a joint press release on July 29.

1. 01

   Norfolk Southern said it agreed to be acquired by Union Pacific under a merger agreement dated July 28, 2025, with both companies announcing the agreement in a joint press release on July 29.

2. 02

   Norfolk Southern said shareholders will receive 1.0 Union Pacific common shares and $88.82 in cash per share, implying a value of $320 per share based on Union Pacific's closing stock price on July 16, 2025, representing an enterprise value of $85 billion for Norfolk Southern.

3. 03

   The company said Union Pacific will issue approximately 225 million shares to Norfolk Southern shareholders, representing 27% ownership in the combined company on a fully diluted basis, and the agreement includes a $2.5 billion reverse termination fee.

4. 04

   Norfolk Southern said the boards of both companies unanimously approved the transaction, which is subject to Surface Transportation Board review and approval, customary closing conditions, and shareholder approval. It added the companies are targeting closing by early 2027 and expect to file their STB application within 6 months.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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