Norfolk Southern in its $250 billion combination with Union Pacific

On July 29, 2025, Norfolk Southern (NYSE: NSC) and Union Pacific (NYSE: UNP) announced an agreement to combine in a stock and cash transaction and create America’s first transcontinental railroad, the culmination of Abraham Lincoln’s vision started nearly 165 years ago.  The historic transaction will create a combined enterprise valued at more than $250 billion and values Norfolk Southern at an enterprise value of $85 billion—making it the largest transaction this decade.  The combination is expected to generate $2.75 billion in annualized synergies and transform the U.S. supply chain.  Norfolk Southern shareholders will receive 1 share of Union Pacific common stock and $88.82 in cash for each share of Norfolk Southern, which represents a 25% premium to Norfolk Southern’s unaffected 30-trading day volume weighted average price.  The transformational merger is the largest railroad merger on record.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Norfolk Southern.