Union Pacific said it entered into an Agreement and Plan of Merger to acquire Norfolk Southern Corporation as of July 28, 2025, announcing the transaction on July 29, 2025 in a joint press release.

1. 01

   Union Pacific said it entered into an Agreement and Plan of Merger to acquire Norfolk Southern Corporation as of July 28, 2025, announcing the transaction on July 29, 2025 in a joint press release.

2. 02

   The company said Norfolk Southern shareholders will receive 1.0 Union Pacific common shares and $88.82 in cash per share. Based on the closing price on July 16, 2025, this represents $320 per share and an enterprise value of $85 billion.

3. 03

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

4. 04

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

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

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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