By Elias Schisgall
Union Pacific and Norfolk Southern's merger application is incomplete, a U.S. railroad regulator said Friday, a setback to the two companies' efforts to unite their systems in a $71.5 billion deal.
The Surface Transportation Board rejected the application as a result of the incomplete status. The regulator said the application had insufficient information on the proposed combined company's projected market share and lacked other necessary documents.
The agency invited the companies to revise and resubmit the application, adding a hurdle that is likely to delay what was already expected to be a lengthy merger-review process. The ruling didn't address broader concerns about rail consolidation and price increases that have been raised by unions and rival companies in recent months.
"The decision doesn't result in the dismissal of the merger proceeding, and applicants are permitted to file a revised application in the docket, which would commence a new review by the Board for completeness," the agency said Friday.
Representatives for Union Pacific and Norfolk Southern didn't immediately respond to requests for comment.
Union Pacific and Norfolk Southern in July disclosed their merger, which would create a single company controlling coast-to-coast rail shipments for the first time in U.S. history. Omaha, Neb.-based Union Pacific runs a railroad network in the western U.S., while Atlanta-based Norfolk Southern operates in the eastern U.S.
The application, filed in December, didn't include an adequate projection of what the combined company's market share would be, the agency said, and instead projected that metric by combining the two company's estimated market shares for 2023.
"The application doesn't contain future market share projections showing the combined effects of merger-related growth, diversions, and merger-influenced and other changes to market conditions that Applicants anticipate," the agency said.
The agency also said that the application lacks certain documents pertaining to the merger, including a complete description of conditions that would give Union Pacific the right to walk away from the merger, the Surface Transportation Board said.
The agency said that a related application for control of the Terminal Railroad Association of St. Louis was a significant transaction that was submitted as a minor transaction, and that the application contained other technical, minor issues to be addressed in a revision.
The agency directed the two companies to file a letter in February indicating if and when they expect to file a revised application.
Write to Elias Schisgall at elias.schisgall@wsj.com
(END) Dow Jones Newswires
January 16, 2026 16:38 ET (21:38 GMT)
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