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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 1-6075

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (402) 544-5000

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☑ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☑ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐Yes ☑ No

As of June 30, 2025, the aggregate market value of the registrant’s Common Stock held by non-affiliates (using the New York Stock Exchange closing price) was $136.1 billion.

The number of shares outstanding of the registrant’s Common Stock as of January 30, 2026, was 593,391,460.

Documents Incorporated by Reference – Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 14, 2026, are incorporated by reference into Part III of this report. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commission (SEC) within 120 days after the end of the fiscal year that this report relates pursuant to Regulation 14A.

UNION PACIFIC CORPORATION

TABLE OF CONTENTS

February 6, 2026

Fellow Shareholders:

The Union Pacific team continued to build on ‘what’s possible’ in 2025, and we delivered best-ever full year results across safety, service, and operating performance while growing our volumes. These results demonstrate that we are committed to our strategy – Safety, Service, and Operational Excellence leads to Growth – and understand what we need to do to set the Company up for future success. We know success can be measured in many ways, but to us it’s about serving our customers, communities, and employees while driving value to our owners.

In 2025, we reported an 8% increase in earnings per share versus 2024. Total volume increased 1% versus 2024, driven by coal, industrial chemicals and plastics, grain and grain products, and rock shipments, partially offset by weaker demand for automotive and energy and specialized markets shipments. We achieved an operating ratio of 59.8%, a 10-basis point improvement versus 2024. This improvement is the result of the entire team’s commitment to building a safer, more consistent and cost-efficient network, so we can grow with our customers.

Safety is the foundation of everything we do. Our unwavering commitment is for every employee to go home safe, every day. In 2025, we meaningfully improved our personal injury and derailment rates and reported the best safety results in Company history. Additionally, our employee safety results were the best in the industry. These outcomes demonstrate the effectiveness of continued investments in training, safety programs, infrastructure, and technology. Though we are proud of our improvements, we will not waiver on our goal to be the best in safety for our employees and the communities we serve.

Service is what we sold our customers. Our full year operating metrics demonstrate we’ve built a solid foundation, as freight car velocity improved 8% and intermodal and manifest Service Performance Index (SPI) improved 9 and 11 points to 99% and 100%, respectively. We also invested $3.5 billion in capital to harden our infrastructure, modernize older locomotives, grow our business, improve service, and embed new technologies into our processes. We will benefit long-term from our investments in the Kansas City, Inland Empire, and Lathrop intermodal terminals; Texas Gulf Coast manifest terminals; and Pacific Northwest and Southwest main lines; while also modernizing transportation planning systems and providing our customers expanded visibility and self-service tools.

Operational Excellence is about operating efficiently and productively. We drive value with our available resources but also maintain a buffer so our service is resilient, managing the inevitable ups and downs that come with weather, fluctuating volumes, and securing growth. We effectively responded to shifts in business mix throughout 2025 as we handled elevated international intermodal shipments in the first half of the year coupled with strong bulk shipments throughout the year. As customer demand changed and international intermodal volumes declined in the second half of the year, we effectively modified our resources to match demand while improving our service performance. We managed our costs by operating a very efficient network, removing car handlings, and reducing dwell. Our performance in workforce productivity, locomotive productivity, terminal dwell, train length, and fuel consumption was at best-ever levels in 2025.

The execution of our strategy led to Growth in 2025. Operating revenues grew 1% driven by strong core pricing and higher volume, which more than offset business mix, lower fuel surcharge revenues, and reduced other revenues. Excluding the impact of fuel, our freight revenues grew 3%. We remain agile and maintain a buffer of resources, positioning us to respond quickly to demand and win with our customers.

As we start the year in 2026, it’s clear the Union Pacific team is consistently delivering at the highest levels across Safety, Service, and Operational Excellence. Our priority is to continue to improve and run a great railroad. We also have a historic opportunity with Norfolk Southern to create America’s first transcontinental railroad. As we work toward regulatory approval, we are focused on maintaining a strong financial position so we can continue to grow for many years to come.

Thank you for your ownership of Union Pacific.

Chief Executive Officer

DIRECTORS AND SENIOR MANAGEMENT

PART I