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Union Pacific's $85 billion deal for Norfolk Southern, announced Tuesday, set the stage for a review by the Surface Transportation Board, the railroad industry regulator.

Why it matters: The STB has the power to halt the deal on antitrust grounds, due to rail shippers' concerns or for other competitive reasons. 

Between the lines: The typically five-member board has a vacant seat, which could allow President Trump to appoint a deciding vote. 

Follow the money: The deal contains a $2.5 billion break-up fee in connection with a topping bid, according to sources familiar.

Union Pacific must pay a $2.5 billion reverse-termination fee if regulators block the deal.

A timeline that outlines key events in a major railroad merger process from the Surface Transportation Board. It begins with a prefiling notification on , followed by board notices, application filings, public comments, and evidence closure. The board issues a decision with an oversight period after.

Sample major railroad merger timeline

Data: The Surface Transportation Board; Chart: Axios Visuals

What's next: Thirty days after the board receives a prefiling notification, it will publish a notice of receipt in the Federal Register.

Union Pacific and Norfolk Southern then will have three to six months to file their application.

Thirty days later, the board either can accept the application by listing it in the Federal Register or reject it as incomplete.

Stakeholders have 45 days after the application is accepted to file written comments on the deal.

Responsive applications are due 90 days after the application is accepted.

A record-building period can last up to a year after acceptance, allowing additional filings from applicants and interested parties.

Evidence closes 12 months after acceptance, and a board decision comes 90 days later.

What we're watching: The STB hasn't yet received a prefiling notification or application related to any proposed merger, according to its website.

What they're saying: "Should an application be filed, the Board will evaluate the evidence and argument and consider whether the transaction serves the public interest, consistent with applicable law, including a thorough review of competitive effects, potential service impacts, and other critical considerations," the STB's site says.

 The SMART Workers' Transportation Division, a union representing 125,000 active and retired rail, bus and mass transit workers, raised concerns about service impacts ahead of the review.

"We approach this development with measured skepticism rooted in the real-world impact such consolidation could have on rail workers, safety, service quality, and the long-term health of the freight rail industry," the union said.

"Our labor organization has every intention to oppose this merger when it comes before the Surface Transportation Board for approval."

The bottom line: It's going to be a long (and likely bumpy) ride.

Dan Primack, Emily Peck and Natalie Breymeyer contributed.

What's next: Union Pacific-Norfolk Southern deal faces regulatory review

The STB has the power to halt the deal on anti-trust grounds, due to rail shippers' concerns or for other reasons.

Illustration of a collage of money, abstract shapes, and railroad tracks.

A timeline that outlines key events in a major railroad merger process from the Surface Transportation Board. It begins with a prefiling notification on , followed by board notices, application filings, public comments, and evidence closure. The board issues a decision with an oversight period after

Union Pacific&#x27;s $85 billion deal for Norfolk Southern, <a class="gtmContentClick" data-vars-link-text="announced Tuesday" data-vars-click-url="https://www.axios.com/2025/07/29/union-pacific-norfolk-southern-stb-85-billion" data-vars-content-id="db225ad4-bf56-4142-bad0-a65c4ad9517a" data-vars-headline="What&#x27;s next: Union Pacific-Norfolk Southern deal faces regulatory review" data-vars-event-category="story" data-vars-sub-category="story" data-vars-item="in_content_link" href="https://www.axios.com/2025/07/29/union-pacific-norfolk-southern-stb-85-billion" target="_self">announced Tuesday</a>, set the stage for a review by <a class="gtmContentClick" data-vars-link-text="the Surface Transportation Board" data-vars-click-url="https://www.axios.com/pro/supply-chain-deals/2025/07/28/union-pacific-norfolk-southern-deal-surface-transportation-board-review" data-vars-content-id="db225ad4-bf56-4142-bad0-a65c4ad9517a" data-vars-headline="What&#x27;s next: Union Pacific-Norfolk Southern deal faces regulatory review" data-vars-event-category="story" data-vars-sub-category="story" data-vars-item="in_content_link" href="https://www.axios.com/pro/supply-chain-deals/2025/07/28/union-pacific-norfolk-southern-deal-surface-transportation-board-review" target="_self">the Surface Transportation Board</a>, the railroad industry regulator.Why it matters: The STB has the power to halt the deal on antitrust grounds, due to rail shippers&#x27; concerns or for other competitive reasons.

What's next: Union Pacific-Norfolk Southern deal faces regulatory review

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