Union Pacific and Norfolk Southern will hold Nov. 14 shareholder votes seeking investor approval of their proposed $85 billion transcontinental railroad merger.
The railroads will each hold separate but simultaneous virtual shareholder meetings, with UP’s scheduled for 8 a.m. Central and NS’s scheduled for 9 a.m. Eastern on Nov. 14, the railroads said in proxy materials sent to investors.
Both railroads’ boards unanimously approved the merger agreement that was announced on July 29 and are urging investors to back the transaction.
“Your vote is very important regardless of the number of shares of Union Pacific common stock or Norfolk Southern common stock that you own,” UP CEO Jim Vena and NS CEO Mark George wrote in a note to investors. “The mergers cannot be completed unless Union Pacific shareholders approve the issuance of shares of Union Pacific common stock pursuant to the merger agreement with Norfolk Southern and Norfolk Southern shareholders approve the merger agreement.”
Based on the July 16 closing price of UP stock, the implied value of the consideration was $320 per Norfolk Southern share, a 25% premium over the railroad’s 30-day average closing share price.
Upon completion of the merger, former NS stockholders will own 27% of UP’s outstanding shares and UP shareholders will own the balance based on the number of shares as of Sept. 26.
The merger still faces regulatory review at the Surface Transportation Board. The railroads will file their merger application by a Jan. 29, 2026 deadline.
