Union Pacific to acquire Norfolk Southern in stock-and-cash deal valued at $88.82 cash plus 1 UNP share per NSC share

NORFOLK SOUTHERN CORP

• Each NSC share converts into 1 share of UNP common stock plus $88.82 in cash.
• Transaction valued at implied premium; expected to close by Jan 28, 2028, subject to regulatory and shareholder approvals.
• Union Pacific will pay Norfolk Southern a $2.5B termination fee under certain regulatory denial scenarios.
• Three NSC directors, including Mark George and Richard Anderson, will join Union Pacific's board post-closing.
• NSC common stock will be delisted from NYSE and deregistered upon completion of the merger.