Norfolk Southern Corporation and Union Pacific Corporation Merger Agreement

On July 28, 2025, Norfolk Southern Corporation entered into an Agreement and Plan of Merger with Union Pacific Corporation, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC. The merger involves a two-step process: first, Merger Sub 1 will merge with Norfolk Southern, with Norfolk Southern surviving as a wholly owned subsidiary of Union Pacific. Immediately following, Norfolk Southern will merge with Merger Sub 2, with Merger Sub 2 surviving as a wholly owned subsidiary of Union Pacific. The merger consideration includes $88.82 in cash and one share of Union Pacific common stock for each share of Norfolk Southern common stock. The merger is subject to customary closing conditions, including shareholder approvals, regulatory approvals, and the absence of material adverse effects. The merger agreement also includes termination fees of $2.5 billion in certain circumstances, such as failure to obtain regulatory approvals or changes in board recommendations.