In a significant development that could potentially mark the final phase of railroad mega-mergers, Union Pacific is reportedly in talks to acquire Norfolk Southern, its smaller eastern counterpart. The Wall Street Journal revealed this information citing anonymous sources, indicating that the discussions are still in the early stages.
The news of a potential merger has already begun to impact the stock market, with shares of Norfolk Southern (NYSE: NSC) experiencing a 3.65% increase during the day and an additional 2.55% uptick after hours. On the other hand, Union Pacific (NYSE: UNP) saw a 1.6% decline during the day and a further 0.71% drop following the merger speculation. Meanwhile, NS competitor CSX (NASDAQ: CSX) witnessed a 3.73% surge in daytime trading but ended the day with a 1.16% decrease post-market.
If the merger goes through, it would result in the formation of a transcontinental powerhouse. Union Pacific, headquartered in Omaha, is currently the largest publicly-held U.S. railroad with a market capitalization of $135.92 billion. The company boasts 32,000 employees who operate over 32,000 miles of track across 23 primarily western states. On the other hand, Norfolk Southern has a market cap of $60.27 billion and approximately 30,000 employees, managing a network of 36,000 track-miles in 22 states.
Neither Union Pacific nor Norfolk Southern has officially commented on the merger talks, with a Union Pacific spokesperson stating that the company does not engage in speculation or rumors. Norfolk Southern has yet to respond to inquiries regarding the matter.
The last major merger involving Class I railroads occurred between Canadian Pacific (NYSE: CP) and Kansas City Southern in 2023. The most recent all-U.S. merger dates back to 1999 when Norfolk Southern and CSX divided Conrail. Union Pacific’s acquisition of western carrier Southern Pacific took place in 1996.
The discussion of railroad mergers has escalated following Donald Trump’s re-election in 2024 and his promises of a more business-friendly, less regulatory administration. Union Pacific CEO Jim Vena has expressed support for mergers, although some Class I executives have expressed concerns about the stringent regulations implemented by the Surface Transportation Board in 2001 potentially impeding merger opportunities. Analysts anticipate that the STB, currently comprised of four members evenly split along party lines, will appoint a Republican member to fill its vacant fifth seat in 2026.
Numerous investment firms have recently entered the conversation, suggesting that a well-structured proposal with substantial political backing could result in a successful merger. Activist investor Ancora Holdings made an unsuccessful attempt to gain control of Norfolk Southern following a major derailment in East Palestine, Ohio in 2023. Although the takeover bid failed, Ancora Holdings did secure several seats on the board, leading to the removal of CEO Alan Shaw in 2024.
For more updates on the rail freight industry, subscribe to FreightWavesâ Rail e-newsletter and receive the latest insights directly in your inbox. Additionally, you can find more articles by Stuart Chirls here.
Related coverage: Investment firm advising Union Pacific on potential rail merger.
