North American Railroads 10 More FAQs on UP/NS Merger Application Following Discussions with Industry Experts

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North American Railroads 10 More FAQs on UP/NS Merger Application Following Discussions with Industry Experts

J P M O R G A N North America Equity Research

09 June 2026

North American Railroads

10 More FAQs on UP/NS Merger Application Following

Discussions with Industry Experts

We previously noted that the second UP/NS application was technically accepted Airfreight & Surface Transportation /

but effectively rejected (details here) and recently discussed key issues related to Shipping

the merger with a handful of industry experts, including former Surface Brian P. Ossenbeck, CFA AC

Transportation (STB) Chairman Marty Oberman. The Board’s deliberate (1-212) 622-1023

reference to a prima facie review in the decision was a consistent theme and we now brian.p.ossenbeck@jpmorgan.com

believe it is highly likely that the Board will take this next step before proceeding Grady Carr

to a review on the merits. It is difficult to estimate how long a review “at first sight” (1-212) 622-1251

would take but it is a significant process which could push the final decision into grady.carr@jpmchase.com

early 2028 - assuming the Board decides the application meets a high burden of Brandon Wexler

(1-212) 622-1956

proof and merits a full review. Since our last note, President Trump has suggested brandon.wexler@jpmchase.com

the government could take a 15% stake in the combined company, which has the J.P. Morgan Securities LLC

obvious implication of diluting shareholders. Interestingly, Oberman believes

such a deal would make it more likely that the STB would reject the merger because

government ownership in a transcontinental railroad would raise governance

issues at UP and significantly alter the balance across the freight network. In this