Applicants state that on July 28, 2025, they entered into an Agreement and Plan of Merger under which UP, through a wholly owned subsidiary, would acquire all outstanding shares of NS for consideration consisting of shares of UP common stock and cash. The notice, STB says, “indicates that should the Board approve the forthcoming application, and upon receipt of approval by the shareholders of UP and NS and satisfaction of customary closing requirements, NS would become a directly wholly owned subsidiary of UP.” Applicants state in their notice of intent that they do not contemplate using a voting trust.
Under the STB’s major merger regulations, the notice of intent, also referred to as a prefiling notification, initiates a timeline for UP and NS to submit a merger application in three to six months. The STB received that notification on July 30, and Applicants state that they intend to file their application on or before Jan. 29, 2026. The STB must publish a notice of the prefiling notification in the Federal Register within 30 days. Should an application be timely filed, the Board says it will “determine its completeness and issue a procedural schedule for the review process.”
