Takeaways From Revised Merger Application With Former STB Chair

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Takeaways From Revised Merger Application With Former STB Chair

TD SECURITIES (USA) LLC INDUSTRY UPDATE

May 12, 2026

■Airfreight & Surface Transportation: Rail Takeaways From Revised Merger Application

With Former STB Chair

Jason H. Seidl THE TD COWEN INSIGHT

646 562 1404

Former STB Chairman Oberman is incrementally cautious on UNP's revised merger

jason.seidl@tdsecurities.com

application. It may be challenging to accept the revised application, and he believes it places

Elliot Alper excessive burden on the Board given the filing does not address key issues. The STB has until

646 562 1403 June 1 to render its decision.

elliot.alper@tdsecurities.com

Uday Khanapurkar, CFA ■Application strategy and risk. Mr. Oberman views UP’s approach as high-risk and overly

646 562 1362 application-centric, effectively forcing the Board and stakeholders to approve or deny

uday.khanapurkar@tdsecurities.com the deal based solely on what is submitted (which was minimal on some key parts in his

view). He believes UP strategically minimized what it included in the application, leaving

key elements underdeveloped or omitted. UP is positioning the transaction as a relatively

modest extension of the CPKC merger, though Mr. Oberman views the comparison as

imperfect. In his assessment, there are meaningful differences in scope, complexity, and

competitive impact.

■Competitive framework. A core critique of his is that UP’s application misunderstands—

or stretches—the STB’s merger rules. UP emphasizes growth and generalized efficiency

benefits, but the 2001 rules are focused primarily on rail-to-rail competition, not growth

writ large. Mr. Oberman believes UP’s effort to recast the deal as “enhanced competition”

misses the point of what the STB is actually charged with evaluating. The application