Union Pacific (UNP) 10-K risk factor changes: FY2025 vs FY2024

[removed: *We Rely on Technology and Technology Improvements in Our Business Operations*] [added: *The ability to update or maintain technology could adversely affect our operations*] – We rely on information technology in all aspects of our business, including technology systems operated by us (whether created by us or purchased), under control of third parties, and open-source software.

If we do not have sufficient capital or do not deploy sufficient capital in a timely manner to acquire, develop, or implement new technology or maintain or upgrade current systems, such as Positive Train Control [removed: (PTC)] [added: (PTC), NetControl,] or the latest version of our transportation control systems, we may suffer a rail service outage or competitive disadvantage within the rail industry and with companies providing other modes of transportation service, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

Significant and sustained interruptions of trade with Mexico, Canada, or countries in Southeast Asia, including China, could adversely affect customers and other entities that, directly or indirectly, purchase or rely on rail transportation services in the U.S. as part of their operations, and any such interruptions, including international armed [removed: conflicts] [added: conflicts,] such as the Russia-Ukraine and Israel-Hamas wars, could have a material adverse effect on our results of operations, financial condition, and liquidity.

Any one or more of the following could cause a significant and sustained interruption of trade with Mexico, Canada, or countries in Southeast Asia: (a) a deterioration of security for international trade and businesses; (b) the adverse impact of new laws, rules, and regulations or the interpretation or enforcement of laws, rules, and regulations by government entities, courts, or regulatory bodies, including the United States-Mexico-Canada Agreement (USMCA) or other international trade agreements; (c) actions of taxing authorities that affect our customers doing business in or with foreign countries; (d) any significant adverse economic developments, such as extended periods of high inflation, material disruptions in the banking sector or in the capital markets of these foreign countries, and significant changes in the valuation of the currencies of these foreign countries that could [added: materially affect the cost or value of imports or exports; (e) shifts in patterns of international trade, including as a result of changes to international trade agreements or policies, that adversely affect import and export markets; (f) a material reduction in foreign direct investment in these countries; and (g) public health crises, including the outbreak of pandemic or contagious disease, such as the coronavirus and its variant strains (COVID).]

[removed: An] [added: Changes to trade policy both U.S. and foreign, including] imposition of tariffs on [removed: imports or other changes to U.S. trade policy] [added: imports,] could cause demand for shipping from international markets to decrease, and if the declines are significant enough, it could have a material adverse effect on our results of operations, financial condition, and liquidity.

Therefore, if [removed: one] [added: any] of [removed: the] [added: our two] domestic suppliers of locomotives discontinues manufacturing locomotives, supplying parts, or providing maintenance for any reason, including bankruptcy or insolvency or the inability to manufacture locomotives that meet efficiency or regulatory emissions standards, we could experience significant cost increases and reduced availability of the locomotives that are necessary for our operations.

Additionally, we utilize a limited number of steel producers that meet our [added: rail] specifications.

Significant legislative activity in Congress or regulatory activity by other government branches or agencies, such as the STB, could expand regulation of railroad operations and pricing for rail services, which could reduce the viability of capital spending on our rail network, facilities, and equipment, and [removed: have a material adverse effect on] [added: increase] our [removed: results of operations, financial condition,] [added: costs for purchased goods] and [removed: liquidity.][added: services.]

Motor carriers in particular [removed: can] [added: generally] have an advantage over railroads with respect to transit times and timeliness of service.

Additionally, any future consolidation of the rail industry could [removed: materially affect our competitive environment.][added: result in increased competition among industry participants.]

Restrictions, caps, taxes, or other controls on emissions of [removed: GHGs,] [added: greenhouse gases (GHGs),] including diesel exhaust, could significantly increase our operating costs.

[added: Government incentives] encouraging the use of alternative sources of [removed: energy] [added: energy, including modifications or elimination of such incentives,] also can affect certain of our customers and the markets for certain of the commodities we carry in a manner that could unpredictably alter our traffic patterns or reduce demand.

Government mandates may lead to the premature adoption of unproven and unreliable technology, which could negatively affect operational reliability, customer [removed: service] [added: service,] and supply chain continuity.

International, political, and economic factors, events and conditions, including international armed conflicts such as the Russia-Ukraine and Israel-Hamas wars, and other geopolitical tensions in the Middle [removed: East,] [added: East and elsewhere,] affect the volatility of fuel prices and supplies.

The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Such legislative or regulatory activity, or recent tariff activity imposed in the U.S. and retaliatory tariffs implemented in other countries, could have a material adverse effect on our results of operations, financial condition, and liquidity.

During fiscal year 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and materials.

Several countries also implemented or proposed retaliatory tariffs on imports from the U.S., as well as other barriers to trade.

Incremental import tariffs adversely affected demand for our services and increased our costs for purchased goods and services during fiscal year 2025 and may continue to do so in 2026.

In addition, retaliatory tariffs by regions outside the U.S., currently in effect or adopted in the future, may impact demand for our services and our costs for purchased goods and services.

Pending acquisition risks

*The mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all.

Failure to complete the mergers could have material adverse effects on our business —* On July 28, 2025, the Company, Norfolk Southern, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC, entered into an agreement and plan of merger (the merger agreement).

The completion of the mergers (as defined in the merger agreement) is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the mergers and timing thereof uncertain.

Also, either the Company or Norfolk Southern may terminate the merger agreement if the mergers have not been consummated by January 28, 2028, which is referred to as the end date (subject to an automatic extension in certain circumstances), except that this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has been the primary cause of the failure of the mergers to be consummated on or before that date.

If the mergers are not completed, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the mergers, we will be subject to a number of risks, including the following:

- the market price of our common stock could decline;

- we could owe substantial termination fees to Norfolk Southern under certain circumstances;

- time, resources, and costs committed by our management team to matters relating to the mergers could otherwise have been devoted to pursuing other beneficial opportunities;

- we may experience negative reactions from the financial markets or from customers, suppliers, employees, labor unions, or other business partners; and

- we will be required to pay our respective costs relating to the mergers, such as legal, accounting, and printing fees, whether or not the mergers are completed.

In addition, if the mergers are not completed, we could be subject to litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against us to perform our obligations under the merger agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant.

The materialization of any of these risks could adversely impact our ongoing business.

Similarly, delays in the completion of the mergers could, among other things, result in additional transaction costs, loss of revenues, or other negative effects associated with uncertainty about completion of the mergers.

*The merger agreement contains provisions that limit our ability to pursue alternatives to the mergers, and, in specified circumstances, could require us to pay substantial termination fees to Norfolk Southern —* The merger agreement contains certain provisions that restrict our ability to initiate, solicit, knowingly encourage, or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any alternative proposal.

In some circumstances, upon termination of the merger agreement in connection with an alternative proposal, we may be required to pay a termination fee of $2.5 billion to Norfolk Southern.

These provisions could discourage a potential acquiror of us or alternative merger partner that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative acquisition transaction with us from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per-share value than the per-share value proposed to be realized in the mergers.

In particular, a termination fee, if applicable, could result in a potential acquiror of us or alternative merger partner proposing to pay a lower price to our shareholders than it might otherwise have proposed to pay absent such a fee.

If the merger agreement is terminated in accordance with its terms, and we or Norfolk Southern seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.

*The mergers are subject to the receipt of the requisite regulatory approvals, which requisite regulatory approvals may never be obtained, therefore preventing completion of the mergers.

In addition, in granting such approvals, regulatory authorities may impose conditions that could have a significant adverse effect on the Company, Norfolk Southern, or the combined company and the expected benefits of the mergers therefore preventing completion of the mergers —* Before the mergers may be completed, the requisite regulatory approvals must have been obtained, including the approval, authorization, or exemption by the U.S. Surface Transportation Board (STB) of the mergers and other transactions contemplated by the merger agreement within the jurisdiction of the STB.

The terms and conditions of the approvals that are granted may impose requirements, concessions, limitations, or costs or place restrictions on the conduct of the combined company’s business.

Subject to the terms and conditions of the merger agreement, the Company and Norfolk Southern have each agreed to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper, or advisable to cause the conditions to closing set forth in the merger agreement to be satisfied and to consummate and make effective the mergers and the other transactions contemplated by the merger agreement prior to the end date, except that we are not required to take, or commit to take, or agree to or accept any “materially burdensome regulatory condition” (as defined in the merger agreement).

For purposes of the foregoing, “reasonable best efforts” includes, among others, (i) proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, or disposition of any and all of the share capital or other equity interest, assets, products, or businesses of the Company or of Norfolk Southern and its subsidiaries and (ii) otherwise taking or committing to take any actions that after the first effective time (as defined in the merger agreement) would limit our freedom of action with respect to, or our ability to retain, or otherwise agreeing to any restriction, requirement, or limitation with respect to our assets, products, or businesses, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order that would otherwise have the effect of preventing or delaying the closing.

The STB and other regulatory and governmental authorities may impose requirements, concessions, and other conditions on the granting of such approvals.

If such regulatory and governmental authorities seek to impose such requirements, concessions, or conditions, lengthy negotiations may ensue among such authorities, the Company and Norfolk Southern.

Such requirements, concessions, and conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the mergers and such requirements, concessions, and conditions may not be identified or satisfied for an extended period of time.

Such requirements, concessions and conditions may also impose additional costs or limitations on the combined company following the completion of the mergers and the parties have agreed to accept such requirements, concessions, and conditions, even if significant, subject to the agreed-upon materially burdensome regulatory condition limitation in favor of us.

These requirements, concessions, and conditions may therefore reduce the anticipated benefits of the mergers, including synergies, which could also have a significant adverse effect on the combined company’s business and cash flows and results of operations, and we cannot predict what, if any, requirements, concessions, and conditions may be required by regulatory or governmental authorities whose approvals are required.

The requisite regulatory approvals may not be obtained at all, may not be obtained in a timely fashion, and may contain conditions on the completion of the mergers.

In January 2026, the STB announced its finding that the major merger application filed by the Company and Norfolk Southern was incomplete, as a result of which the STB rejected the application without prejudice.

The decision does not result in the dismissal of the mergers, and the Company is permitted to file a revised application, which will commence a new review by the STB for completeness.

If we experience further delays as a result of the STB’s review process or we are unable to obtain other

Some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events, or contingencies have occurred in the past, but are provided because future occurrences of such factors, events, or contingencies could have a material adverse effect.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

materially affect the cost or value of imports or exports; (e) shifts in patterns of international trade, including as a result of changes to international trade agreements or policies, that adversely affect import and export markets; (f) a material reduction in foreign direct investment in these countries; and (g) public health crises, including the outbreak of pandemic or contagious disease, such as the coronavirus and its variant strains (COVID).

Government incentives

The following section generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

[removed: These] [added: Injury Prevention efforts focus on specific,] critical tasks [removed: are those] where any form of non-compliance can result in a serious injury.

[removed: We are] [added: By] Leveraging [removed: Technology] [added: Technology, we seek] to eliminate or automate activities with the most risk.

[removed: We have more than] [added: Over] 7,000 wayside detectors [removed: that] monitor freight cars and locomotives in real time, generating [removed: 16] [added: 72] million data points daily to proactively identify and mitigate risks.

Peer-to-Peer Engagement [removed: is driving] [added: drives] employee ownership through engagement with our safety programs.

[removed: This is our culture,] [added: Our culture embodies] a personal commitment to do our jobs with a passion for safety so everyone goes home [removed: safely.][added: safe.]

[removed: Our] [added: Compared to 2024, our] personal injury rate (the number of reportable injuries for every 200,000 employee-hours worked) [removed: is down 23%] [added: of 0.68 decreased 24%] and our derailment incident rate (the number of reportable derailment incidents per million train miles) [removed: down 20% compared to 2023 results.][added: of 1.75 improved 19%.]

- Financial [removed: Results] [added: results] – Core pricing gains, strong productivity, and [removed: 3%] [added: 1%] volume growth positively impacted our financial [removed: results.][added: results and offset the impact of inflation, negative business mix, and acquisition-related costs.]

Operating income of [removed: $9.7] [added: $9.8] billion increased [removed: 7%] [added: 1%] from [removed: 2023,] [added: 2024,] and our operating ratio [removed: was 59.9%, improving 2.4] [added: improved 10 basis] points [removed: from 2023.][added: to 59.8% in 2025.]

Net income of [removed: $6.7] [added: $7.1] billion translated into earnings of [removed: $11.09] [added: $11.98] per diluted share, [removed: up 6%] [added: improving 8%] from [removed: 2023.][added: the prior year.]

We generated $9.3 billion of cash provided by operating activities, yielded free cash flow of [removed: $2.8] [added: $2.3] billion after reductions of [removed: $3.3] [added: $3.8] billion for cash used in investing activities and $3.2 billion in dividends paid.

| *Millions* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: *2024*] | | | [removed: 2022] [added: *2023*] | | |

| Cash provided by operating activities | | | $ | [removed: 9,346] [added: 9,290] | | $ | [removed: 8,379] [added: 9,346] | | $ | [removed: 9,362] [added: 8,379] | |

| Cash used in investing activities | | | [removed: (3,325)] [added: (3,762)] | | | [removed: (3,667)] [added: (3,325)] | | | [removed: (3,471)] [added: (3,667)] | | |

| Dividends paid | | | [removed: (3,213)] [added: (3,236)] | | | [removed: (3,173)] [added: (3,213)] | | | [removed: (3,159)] [added: (3,173)] | | |

| Free cash flow | | | $ | [removed: 2,808] [added: 2,292] | | $ | [removed: 1,539] [added: 2,808] | | $ | [removed: 2,732] [added: 1,539] | |

- Safety – [removed: Our goal is to be an industry leader in safety, and we] [added: We] are committed to [added: our goal of world-class safety and are] continuously [removed: finding new ways to] [added: identifying areas in which we can] enhance safety.

In [removed: 2025, we will continue to] [added: 2026, our] focus [added: remains] on our four pillars of safety.

Training [removed: that engages] [added: to engage] both new and experienced employees is fundamental to our success.

- Business [removed: Volumes] [added: volumes] – [removed: Macroeconomic] [added: We expect macroeconomic] uncertainties [removed: remain] [added: to persist] in [removed: 2025 that] [added: 2026, and those uncertainties] could have a material impact on our [removed: 2025] [added: 2026] financial and operating results.

In addition, other factors, such as [removed: imposition of higher tariffs and] [added: geopolitical instability or] changes in [removed: domestic and foreign monetary policy] [added: trade policies that] may affect economic activity and demand for rail transportation; natural gas prices, weather conditions, and demand for other energy sources may impact the coal market; crude oil prices and spreads may drive demand for petroleum products and drilling materials; available truck capacity could impact our intermodal business; and international trade agreements could promote or hinder trade.

Regardless of [added: macroeconomic or other] external factors, we [removed: will focus] [added: remain focused] on operating a [removed: safe railroad] [added: safe, fluid,] and [added: efficient rail network while] delivering the service we sold [removed: to] our customers [removed: as well as effective asset utilization, cost control,] and [removed: seeking] [added: capitalizing on] new business opportunities.

| *Millions* | | | [removed: 2024] [added: 2025] | | | [removed: *2023*] [added: *2024*] | | | [removed: *2022*] [added: *2023*] | | | % Change [removed: 2024] [added: 2025] v [removed: 2023] [added: 2024] | | | *% Change [removed: 2023] [added: 2024] v [removed: 2022*] [added: 2023*] | | |

| Freight revenues | | | $ | [removed: 22,811] [added: 23,220] | | $ | [removed: 22,571] [added: 22,811] | | $ | [removed: 23,159] [added: 22,571] | | [removed: 1] [added: 2] | | % | [removed: (3)] [added: 1] | | % |

| Other subsidiary revenues | | | [removed: 788] [added: 718] | | | [removed: 872] [added: 788] | | | [removed: 884] [added: 872] | | | [removed: (10)] [added: (9)] | | | [removed: (1)] [added: (10)] | | |

| Accessorial revenues | | | [removed: 554] [added: 475] | | | [removed: 584] [added: 554] | | | [removed: 779] [added: 584] | | | [removed: (5)] [added: (14)] | | | [removed: (25)] [added: (5)] | | |

| Other | | | 97 | | | [removed: 92] [added: 97] | | | [removed: 53] [added: 92] | | | [removed: 5] [added: \-] | | | [removed: 74] [added: 5] | | |

| Total | | | $ | [removed: 24,250] [added: 24,510] | | $ | [removed: 24,119] [added: 24,250] | | $ | [removed: 24,875] [added: 24,119] | | 1 | | % | [removed: (3)] [added: 1] | | % |

Freight revenues [removed: increased 1% year-over-year to $22.8] [added: of $23.2] billion [added: increased 2% from 2024] driven by [added: core pricing gains and] a [removed: 3%] [added: 1%] increase in [removed: volumes and core pricing gains,] [added: volumes,] partially offset by [removed: lower fuel surcharge revenues and negative mix of] traffic [added: mix] (for example, a relative increase in [removed: international intermodal] [added: coal and rock] shipments, which have a lower [removed: ARC).][added: ARC, combined with a decline in lumber shipments, which have a higher ARC) and lower fuel surcharge revenues.]

Volume increases were primarily driven by [removed: international intermodal and] [added: coal,] grain and grain [removed: product] [added: products, industrial chemicals and plastics, and rock] shipments, partially offset by weaker demand for [removed: coal] [added: automotive] and [removed: rock] [added: energy and specialized markets] shipments.

Our fuel surcharge programs generated freight revenues of [removed: $2.6] [added: $2.3] billion and [removed: $3.0] [added: $2.6] billion in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Fuel surcharge revenues in [removed: 2024] [added: 2025] decreased [removed: $0.4 billion] [added: $218 million] due to [removed: a 15% decrease in] [added: lower] fuel prices and the lag impact of fluctuating fuel prices (it can generally take up to two months for changing fuel prices to affect fuel surcharge recoveries), partially offset by higher volumes.

In [removed: 2024,] [added: 2025,] other subsidiary revenues decreased compared to [removed: 2023 primarily driven by a weaker demand for intermodal shipments at our subsidiary that brokers intermodal and transload logistics services and] [added: 2024 due to] the [removed: partial] transfer of our commuter operations to Metra.

Accessorial revenues decreased in [removed: 2024] [added: 2025] compared to [removed: 2023 driven by] [added: 2024 as a result of] lower intermodal [removed: accessorial] [added: container] revenues [removed: because of our] [added: due to an] intermodal equipment [removed: sale, partially offset by] [added: sale and] a one-time contract [removed: settlement.][added: settlement, both of which occurred in 2024, partially offset by higher intermodal accessorial revenues.]

| Freight [removed: Revenues] [added: revenues] *Millions* | | | [removed: 2024] [added: 2025] | | | [removed: *2023*] [added: *2024*] | | | [removed: *2022*] [added: *2023*] | | | % Change [removed: 2024] [added: 2025] v [removed: 2023] [added: 2024] | | | *% Change [removed: 2023] [added: 2024] v [removed: 2022*] [added: 2023*] | | |

| Grain & grain products | | | $ | [removed: 3,828] [added: 3,926] | | $ | [removed: 3,644] [added: 3,828] | | $ | [removed: 3,598] [added: 3,644] | | [removed: 5] [added: 3] | | % | [removed: 1] [added: 5] | | % |

| Fertilizer | | | [removed: 811] [added: 856] | | | [removed: 757] [added: 811] | | | [removed: 712] [added: 757] | | | [removed: 7] [added: 6] | | | [removed: 6] [added: 7] | | |

| Food & refrigerated | | | [removed: 1,085] [added: 1,018] | | | [removed: 1,041] [added: 1,085] | | | [removed: 1,093] [added: 1,041] | | | [removed: 4] [added: (6)] | | | [removed: (5)] [added: 4] | | |

| Coal & renewables | | | [removed: 1,483] [added: 1,786] | | | [removed: 1,916] [added: 1,483] | | | [removed: 2,134] [added: 1,916] | | | [removed: (23)] [added: 20] | | | [removed: (10)] [added: (23)] | | |

2025 Results

- Safety – Building on the foundation and commitment to our safety culture, 2025 furthered our progress towards world-class safety.

With a focus on four central pillars – Injury Prevention, Leverage Technology, Situational Awareness Testing, and Peer-to-Peer Engagement, we are cultivating a safety-focused mindset so all of our employees return home safely each day.

Training is vital to teach our employees how to safely execute those critical tasks in order to reduce the risk of injury or derailment.

COMMIT goes beyond traditional classroom learning, with an emphasis on in-the-field training with employees actively running the railroad.

The focus on these four pillars continues to drive improvement, resulting in our best-ever personal injury and derailment incident rate annual safety results.

- Service – Bolstered by sequentially improving freight car velocity and terminal dwell, our network remained fluid throughout 2025 as we achieved best-ever results for many of our operating metrics.

For the year ended December 31, 2025, freight car velocity increased to 225 daily miles per car, an improvement of 8%, while terminal dwell declined 8% during the same period compared to 2024.

Both service performance index measures improved to essentially three-year performance bests as we achieved intermodal service performance of 99% and manifest service performance of 100% for the full year 2025.

- Operational Excellence – We effectively adapted to shifts in business traffic 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, we efficiently modified our resources to match demand while improving our service performance.

Cash provided by operating activities was positively impacted by $0.3 billion due to the enactment of H.R.1 and the reinstatement of 100% bonus depreciation.

2026 Outlook

Critical safety tasks will be reinforced.

Our culture is ingrained with a safety-first mindset, critical to our success, both operationally and financially, and our focus will not deviate in 2026.

2026 industrial production is forecasted to be essentially flat with 2025, coupled with reduced expectations for housing starts and light vehicle sales.

Lower international intermodal business, largely due to the resumption of historical trade patterns, is expected to negatively impact volumes.

However, higher coal demand, from elevated natural gas prices and increased coal-fired electricity production, is expected to positively impact volumes.

Bulk volume growth compared to 2024 was driven by increased use of coal in electricity generation due to higher natural gas prices coupled with business wins, in addition to, strength in export grain to Mexico and soybean crush production.

These volume gains were partially offset by reduced food and beverage shipments.

Volumes increased 1% compared to 2024 due to stronger demand for rock, plastics, and industrial chemicals shipments partially offset by lower iron ore (as a result of tariff uncertainties), petroleum, and lumber carloads.

The heavy demand from increased U.S. West Coast imports continued into the first half of 2025 due to uncertainty related to trade policies, resulting in first half international intermodal volumes up 17%.

Traffic shifted back to historical trade patterns in the second half of 2025 and international intermodal volumes decreased 24% compared to the second half of 2024, resulting in 6% lower international intermodal volumes for 2025.

Strong domestic intermodal volumes helped to offset the decline in international shipments as a result of business development wins.

Automotive shipments were down 4% year-over-year due to tariff uncertainties in the first half of 2025 and reduced manufacturer production from softer consumer demand.

| *Millions* | | | 2025 | | | *2024* | | | *2023* | | | % Change 2025 v 2024 | | | *% Change 2024 v 2023* | | |

In addition, the year-over-year comparison was negatively impacted by a gain on the sale of intermodal equipment in 2024 and higher crew staffing agreement ratification charges in 2025 as we reached agreements in both years.

Active train, engine, and yard (TE&Y) force levels decreased 3% in 2025 on 1% increased carloads due to improved network fluidity.

Purchased services and materials increased 4% in 2025 compared to 2024 driven by inflation (including tariff-related material expenses), acquisition-related expenses, and higher locomotive maintenance expense was partially offset by productivity and lower expenses incurred by our subsidiaries.

The comparison was also negatively impacted by a favorable contract settlement in 2024.

Gross-ton miles increased 3% in 2025 and partially offset the impact of lower fuel prices and improved fuel consumption rate.

Higher other rental expense and lower equity income partially offset the favorable expense drivers.

| *Millions* | | | 2025 | | | *2024* | | | *2023* | | | % Change 2025 v 2024 | | | *% Change 2024 v 2023* | | |

*Other income, net* – Other income increased $279 million in 2025 compared to 2024 driven by $295 million in higher real estate income, including $250 million in industrial park land sales.

In addition, the effective interest rate of 4.1% in 2025 increased from 4.0% in 2024.

*Income tax expense* – Income tax expense decreased in 2025 compared to 2024.

While pre-tax income was higher in 2025, the increase was more than offset by a $115 million reduction in deferred tax expense resulting from newly enacted Kansas legislation, along with the favorable impact of purchased tax credits during the year.

Locomotive productivity improved 3% in 2025 compared to 2024 driven by improved network fluidity and asset utilization.

Our train length increased 2% compared to 2024 due to train length improvement initiatives and increases in coal train length, coinciding with increased shipments.

Intermodal SPI improved 9 points as we adjusted to shifting international intermodal customer demand during 2025.

2024 Results

- Safety – 2024 was a transformational year on our journey to becoming the safest railroad.

Our strategy is broken into four pillars – Injury Prevention, Leverage Technology, Situational Awareness Testing, and Peer-to-Peer Engagement.

Injury Prevention efforts focus on specific, critical tasks to reduce the risk of injury or derailment.

Training is key to helping our employees understand how to execute those tasks safely.

This goes beyond the classroom, with an emphasis on being in the field with the employees as they are performing the activities that run the railroad.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

The focus on these four pillars is driving results.

- Service – Service performance index for both intermodal and manifest products improved 2 and 4 points, respectively, compared to 2023.

Throughout the year we improved network fluidity as reflected in 2% faster freight car velocity and record terminal dwell, improved 3% from 2023.

- Operational Excellence – Network performance throughout 2024 was strong.

While we experienced some powerful weather events in the second quarter and a second half surge in international intermodal shipments, most of our operating metrics improved year-over year.

We maintained a resource buffer that allowed us to strategically integrate crews, locomotives, and freight cars into the network to efficiently handle the growth and recover from the weather events.

Both cash provided by operating activities and free cash flow were higher by $384 million due to payments in 2023 related to back wages for agreements reached with our labor unions.

2025 Outlook

Critical safety tasks will be reinforced and enhanced by adding critical-thinking scenarios to the classroom curriculum.

Safety is paramount to the success of the railroad and deeply ingrained in our culture, and this will not change in 2025.

Current forecasts for 2025 industrial production show a slight increase versus 2024.

Lower coal demand, resulting from ongoing competitive energy dynamics and reduced coal-fired electricity production, and lower international intermodal business, due to the west coast volume surge in 2024, are expected to negatively impact volumes.

Additionally, the way our customers are affected by and respond to the implementation of new tariffs may influence our volume levels and traffic flows.

Volumes declined 4% compared to 2023 driven by reduced use of coal in electricity generation because of low natural gas prices, coal fired plant capacity, and mild winter weather, partially offset by strength in export grain to Mexico and several other grain products.

Additionally, the volume declines were partially offset by increased fertilizer shipments due to strong demand and a 2023 customer outage.

Volumes for coal and renewables and food and refrigerated shipments were negatively impacted by outages and service challenges due to repeated snow events in Wyoming and flooding in California in the first quarter of 2023 positively impacting the year-over-year comparisons.

Volumes decreased 1% compared to 2023 driven by lower demand for rock, due to weather, high inventories, and softness in Southern markets, and decreased sand shipments due to the use of local sources, partially offset by strength in petroleum, industrial chemicals, and plastics.

Starting in the third quarter of 2024, international intermodal experienced heavy demand due to increased U.S. West Coast imports, a result of freight shifting from the East Coast and Canadian ports due to uncertainty related to labor negotiations, driving volumes up over 30% in the second half of the year compared to the second half of 2023.

In addition, business development efforts in domestic intermodal drove volume growth in 2024 compared to 2023.

Automotive shipments were flat year-over-year as business development wins were offset by market weakness and unplanned production decreases.

In addition, positively impacting the year-over-year comparison are lower labor agreement ratification charges as we reached agreements impacting crew staffing in both years, and lower weather-related costs from less impactful winter weather in the first quarter of 2024 compared to 2023.

Train, engine, and yard (TE&Y) force levels were flat compared to 2023 as improved network fluidity allowed us to handle a 3% increase in volumes and the increased needs associated with labor agreements without increasing the size of that workforce.

Purchased services and materials decreased 4% in 2024 compared to 2023 driven by declines in locomotive maintenance expense due to a smaller active fleet as productivity improved year-over-year, decreased volume-related drayage cost incurred at one of our subsidiaries, and a favorable contract settlement, partially offset by inflation and volume-related costs.

The effective interest rate was 4.0% in both periods.

*Income Tax Expense* – Income tax expense increased in 2024 compared to 2023 driven by higher pre-tax income in 2024 and higher deferred tax expense reductions in 2023, partially offset by the benefit of purchased federal tax credits in 2024.

In 2023, the states of Nebraska, Iowa, Kansas, and Arkansas enacted legislation to reduce their corporate income tax rates for future years resulting in a $114 million reduction of our deferred tax expense.

The 2023 metrics were negatively impacted by operational challenges caused by weather in the first quarter and train crew shortages in some locations in the first half of 2023, positively impacting the year-over-year comparison.

Locomotive productivity improved 5% in 2024 compared to 2023 driven by improved network fluidity and asset utilization despite maintaining a buffer in 2024 to flex the fleet size as we experienced and subsequently recovered from certain weather events and reacted to higher volume levels.

Our train length increased 1% compared to 2023 due to train length improvement initiatives and increases in international intermodal shipments, which generally move on longer trains, partially offset by declines in coal train length.

Intermodal SPI improved 2 points, at the same time international volume surged.

Our active TE&Y workforce increased to support carload demand and increased crew needs associated with labor agreements that went into effect in the third quarter of 2023.

As of December 31, 2024, none of the revolving credit

| Debt \[a\] | | | $ | 57,906 | | $ | 2,591 | | $ | 2,617 | | $ | 2,348 | | $ | 2,294 | | $ | 2,253 | | $ | 45,803 | |

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

Union Pacific provides value to [removed: its roughly 10,000] customers by delivering products in a safe, reliable, fuel-efficient, and environmentally responsible manner.

Operations – UPRR is a Class I railroad operating in the U.S. We have [removed: 32,880] [added: 32,889] route miles, connecting Pacific Coast and Gulf Coast ports with the Midwest and Eastern U.S. gateways and providing several corridors to key Mexican and Canadian gateways.

In [removed: 2024,] [added: 2025,] we generated freight revenues totaling [removed: $22.8] [added: $23.2] billion from the following three commodity groups:

[removed: 2024] [added: 2025] Freight Revenues

[removed: ][added: ]

In [removed: 2024,] [added: 2025,] this group generated [removed: 32%] [added: 33%] of our freight revenues.

Transportation of these products accounted for 37% of our freight revenues in [removed: 2024.][added: 2025.]

*Premium* – In [removed: 2024,] [added: 2025,] Premium shipments generated [removed: 31%] [added: 30%] of Union Pacific’s total freight revenues.

We are the largest automotive carrier west of the Mississippi River and operate or access [removed: 39] [added: more than 40] vehicle distribution centers.

The peak shipping seasons for these commodities can vary considerably each year depending upon various factors, including the strength of domestic and [added: international economies and currencies; consumer demand; the strength of harvests, which can be adversely affected by severe weather; market prices for agricultural products; and supply chain disruptions.]

Union Pacific works with 13 major rail unions, representing approximately [removed: 84%] [added: 83%] of our workforce.

[removed: Local negotiations] [added: We have concluded the majority of our local negotiations, which] began on January 1, 2025, related to years 2025-2029.

Reportable derailment incidents are defined as any occurrence where a wheel of a locomotive or rail car falls off the track and causes damage to track, equipment, or structures above the Federal Railroad Administration (FRA) reporting threshold, regardless of ownership [removed: ($12,000] [added: ($12,400] for [removed: 2024] [added: 2025] and [removed: $12,400] [added: $12,600] for [removed: 2025) per million train miles.][added: 2026).]

Our [removed: 2024] [added: 2025] personal injury rate of [removed: 0.90] [added: 0.68] improved [removed: 23%,] [added: 24%,] and our derailment incident rate of [removed: 2.17] [added: 1.75] improved [removed: 20%] [added: 19%] versus [removed: 2023.][added: 2024.]

The median annual compensation for all employees employed as of December 31, [removed: 2024,] [added: 2025,] was [removed: $103,190] [added: $107,889] (excluding the CEO).

Talent is critical - our ability to recruit and retain employees is directly tied to our railroad’s success, as proven by our [removed: strong] [added: 2025] retention [removed: rate,] [added: rate of 89%,] our robust [added: benefit] offerings, [removed: benefits,] and work environment that creates meaningful family-supporting careers.

While we work to further reduce our environmental footprint, it is important to note that railroads [removed: already] are [added: already] one of the most fuel-efficient means of transportation.

According to the AAR, moving freight by rail instead of truck reduces GHG emissions [removed: by up] [added: as freight railroads are, on average, three] to [removed: 75%.][added: four times more fuel efficient than trucks.]

The STB has jurisdiction over rates charged on certain regulated rail traffic; common carrier service of regulated traffic; freight car compensation; transfer, extension, or abandonment of rail lines; and acquisition of control of rail common [removed: carriers.][added: carriers (see Note 20 to the Financial Statements and Supplementary Data, Item 8, for information regarding the pending acquisition of Norfolk Southern).]

The STB is reviewing proposed rulemaking in various areas, including reciprocal switching and commodity [removed: exemptions, and has finalized rules creating new procedures for smaller rate complaints that are being reviewed in appellate courts.][added: exemptions.]

The STB also continues to explore changes to the methodology for determining railroad revenue adequacy, the possible uses of revenue adequacy in regulating railroad rates, [added: and ways to regulate service, including by use of emergency service orders.]

We employed an average of 29,287 employees during 2025.

There are two negotiations ongoing at one of our subsidiaries.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

international economies and currencies; consumer demand; the strength of harvests, which can be adversely affected by severe weather; market prices for agricultural products; and supply chain disruptions.

As of December 31, 2024, the Company employed 32,439 employees.

Our workforce includes five generations from Traditionalists (born before 1946) to Generation Z (born after 1998).

The average age is 46.9 with an average tenure of 16.2 years.

Union Pacific’s commitment, today and for the future, is to further improve and strengthen performance through our workforce, where everyone is treated fairly, differences are valued, and talent is recognized and rewarded.

Union Pacific intends to maintain its standards of hiring and promoting based on merit, while aspiring to reach 40% people of color and double our female representation to 11% in our workforce by 2030.

As of December 31, 2024, workforce representation of people of color and females was 34.3% and 5.2%, respectively.

and ways to regulate service, including by use of emergency service orders.

See also Note 17 to the Financial Statements and Supplementary [removed: Date,] [added: Data,] Item 8.

We believe that these lawsuits are without merit, and we will vigorously defend our [removed: actions.][added: actions, including on appeal.]

Howell

As we reported in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, on June 24, 2025, Judge Howell granted all defendant railroads summary judgment and directed the closure of the cases.

Plaintiffs have appealed Judge Howell's decision to the U.S. Court of Appeals for the District of Columbia Circuit.

Howell.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June [removed: 28, 2024,] [added: 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 [removed: $137.8] [added: $136.1] billion.

The number of shares outstanding of the registrant’s Common Stock as of January [removed: 31, 2025,] [added: 30, 2026,] was [removed: 604,286,378.][added: 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 [removed: 8, 2025,] [added: 14, 2026,] are incorporated by reference into Part III of this report.

| | | | [CEO’s [removed: Letter](#idba64231467a472f8d7c1b3c8b6a4729_10)] [added: Letter](#iddcf9b824e7d4ae7a3caf5fa360ed335_10)] | | | [removed: [3](#idba64231467a472f8d7c1b3c8b6a4729_10)] [added: [3](#iddcf9b824e7d4ae7a3caf5fa360ed335_10)] | | |

| | | | [Directors and Senior [removed: Management](#idba64231467a472f8d7c1b3c8b6a4729_13)] [added: Management](#iddcf9b824e7d4ae7a3caf5fa360ed335_13)] | | | [removed: [4](#idba64231467a472f8d7c1b3c8b6a4729_13)] [added: [4](#iddcf9b824e7d4ae7a3caf5fa360ed335_13)] | | |

| [Item [removed: 1.](#idba64231467a472f8d7c1b3c8b6a4729_19)] [added: 1.](#iddcf9b824e7d4ae7a3caf5fa360ed335_19)] | | | [removed: [Business](#idba64231467a472f8d7c1b3c8b6a4729_19)] [added: [Business](#iddcf9b824e7d4ae7a3caf5fa360ed335_19)] | | | [removed: [5](#idba64231467a472f8d7c1b3c8b6a4729_19)] [added: [5](#iddcf9b824e7d4ae7a3caf5fa360ed335_19)] | | |

| [Item [removed: 1A.](#idba64231467a472f8d7c1b3c8b6a4729_22)] [added: 1A.](#iddcf9b824e7d4ae7a3caf5fa360ed335_22)] | | | [Risk [removed: Factors](#idba64231467a472f8d7c1b3c8b6a4729_22)] [added: Factors](#iddcf9b824e7d4ae7a3caf5fa360ed335_22)] | | | [removed: [10](#idba64231467a472f8d7c1b3c8b6a4729_22)] [added: [10](#iddcf9b824e7d4ae7a3caf5fa360ed335_22)] | | |

| [Item [removed: 1B.](#idba64231467a472f8d7c1b3c8b6a4729_25)] [added: 1B.](#iddcf9b824e7d4ae7a3caf5fa360ed335_25)] | | | [Unresolved Staff [removed: Comments](#idba64231467a472f8d7c1b3c8b6a4729_25)] [added: Comments](#iddcf9b824e7d4ae7a3caf5fa360ed335_25)] | | | [removed: [15](#idba64231467a472f8d7c1b3c8b6a4729_25)] [added: [20](#iddcf9b824e7d4ae7a3caf5fa360ed335_25)] | | |

| [Item [removed: 1C.](#idba64231467a472f8d7c1b3c8b6a4729_28)] [added: 1C.](#iddcf9b824e7d4ae7a3caf5fa360ed335_28)] | | | [removed: [Cybersecurity](#idba64231467a472f8d7c1b3c8b6a4729_28)] [added: [Cybersecurity](#iddcf9b824e7d4ae7a3caf5fa360ed335_28)] | | | [removed: [15](#idba64231467a472f8d7c1b3c8b6a4729_28)] [added: [20](#iddcf9b824e7d4ae7a3caf5fa360ed335_28)] | | |

| [Item [removed: 2.](#idba64231467a472f8d7c1b3c8b6a4729_31)] [added: 2.](#iddcf9b824e7d4ae7a3caf5fa360ed335_31)] | | | [removed: [Properties](#idba64231467a472f8d7c1b3c8b6a4729_31)] [added: [Properties](#iddcf9b824e7d4ae7a3caf5fa360ed335_31)] | | | [removed: [17](#idba64231467a472f8d7c1b3c8b6a4729_31)] [added: [22](#iddcf9b824e7d4ae7a3caf5fa360ed335_31)] | | |

| [Item [removed: 3.](#idba64231467a472f8d7c1b3c8b6a4729_34)] [added: 3.](#iddcf9b824e7d4ae7a3caf5fa360ed335_34)] | | | [Legal [removed: Proceedings](#idba64231467a472f8d7c1b3c8b6a4729_34)] [added: Proceedings](#iddcf9b824e7d4ae7a3caf5fa360ed335_34)] | | | [removed: [20](#idba64231467a472f8d7c1b3c8b6a4729_34)] [added: [24](#iddcf9b824e7d4ae7a3caf5fa360ed335_34)] | | |

| [Item [removed: 4.](#idba64231467a472f8d7c1b3c8b6a4729_37)] [added: 4.](#iddcf9b824e7d4ae7a3caf5fa360ed335_37)] | | | [Mine Safety [removed: Disclosures](#idba64231467a472f8d7c1b3c8b6a4729_37)] [added: Disclosures](#iddcf9b824e7d4ae7a3caf5fa360ed335_37)] | | | [removed: [21](#idba64231467a472f8d7c1b3c8b6a4729_37)] [added: [25](#iddcf9b824e7d4ae7a3caf5fa360ed335_37)] | | |

| | | | [Executive Officers of the Registrant and Principal Executive Officers of [removed: Subsidiaries](#idba64231467a472f8d7c1b3c8b6a4729_40)] [added: Subsidiaries](#iddcf9b824e7d4ae7a3caf5fa360ed335_40)] | | | [removed: [21](#idba64231467a472f8d7c1b3c8b6a4729_40)] [added: [26](#iddcf9b824e7d4ae7a3caf5fa360ed335_40)] | | |

| [Item [removed: 5.](#idba64231467a472f8d7c1b3c8b6a4729_46)] [added: 5.](#iddcf9b824e7d4ae7a3caf5fa360ed335_46)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#idba64231467a472f8d7c1b3c8b6a4729_46)] [added: Securities](#iddcf9b824e7d4ae7a3caf5fa360ed335_46)] | | | [removed: [22](#idba64231467a472f8d7c1b3c8b6a4729_46)] [added: [27](#iddcf9b824e7d4ae7a3caf5fa360ed335_46)] | | |

| [Item [removed: 6.](#idba64231467a472f8d7c1b3c8b6a4729_49)] [added: 6.](#iddcf9b824e7d4ae7a3caf5fa360ed335_49)] | | | [removed: [\[Reserved\]](#idba64231467a472f8d7c1b3c8b6a4729_49)] [added: [\[Reserved\]](#iddcf9b824e7d4ae7a3caf5fa360ed335_49)] | | | [removed: [23](#idba64231467a472f8d7c1b3c8b6a4729_49)] [added: [28](#iddcf9b824e7d4ae7a3caf5fa360ed335_49)] | | |

| [Item [removed: 7.](#idba64231467a472f8d7c1b3c8b6a4729_52)] [added: 7.](#iddcf9b824e7d4ae7a3caf5fa360ed335_52)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idba64231467a472f8d7c1b3c8b6a4729_52)] [added: Operations](#iddcf9b824e7d4ae7a3caf5fa360ed335_52)] | | | [removed: [23](#idba64231467a472f8d7c1b3c8b6a4729_52)] [added: [28](#iddcf9b824e7d4ae7a3caf5fa360ed335_52)] | | |

| | | | [Critical Accounting [removed: Estimates](#idba64231467a472f8d7c1b3c8b6a4729_70)] [added: Estimates](#iddcf9b824e7d4ae7a3caf5fa360ed335_73)] | | | [removed: [34](#idba64231467a472f8d7c1b3c8b6a4729_70)] [added: [40](#iddcf9b824e7d4ae7a3caf5fa360ed335_73)] | | |

| | | | [Cautionary [removed: Information](#idba64231467a472f8d7c1b3c8b6a4729_73)] [added: Information](#iddcf9b824e7d4ae7a3caf5fa360ed335_76)] | | | [removed: [36](#idba64231467a472f8d7c1b3c8b6a4729_73)] [added: [42](#iddcf9b824e7d4ae7a3caf5fa360ed335_76)] | | |

| [Item [removed: 7A.](#idba64231467a472f8d7c1b3c8b6a4729_76)] [added: 7A.](#iddcf9b824e7d4ae7a3caf5fa360ed335_79)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idba64231467a472f8d7c1b3c8b6a4729_76)] [added: Risk](#iddcf9b824e7d4ae7a3caf5fa360ed335_79)] | | | [removed: [37](#idba64231467a472f8d7c1b3c8b6a4729_76)] [added: [42](#iddcf9b824e7d4ae7a3caf5fa360ed335_79)] | | |

| [Item [removed: 8.](#idba64231467a472f8d7c1b3c8b6a4729_79)] [added: 8.](#iddcf9b824e7d4ae7a3caf5fa360ed335_82)] | | | [Financial Statements and Supplementary [removed: Data](#idba64231467a472f8d7c1b3c8b6a4729_79)] [added: Data](#iddcf9b824e7d4ae7a3caf5fa360ed335_82)] | | | [removed: [38](#idba64231467a472f8d7c1b3c8b6a4729_79)] [added: [43](#iddcf9b824e7d4ae7a3caf5fa360ed335_82)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#idba64231467a472f8d7c1b3c8b6a4729_82)] [added: Firm](#iddcf9b824e7d4ae7a3caf5fa360ed335_85)] | | | [removed: [39](#idba64231467a472f8d7c1b3c8b6a4729_82)] [added: [44](#iddcf9b824e7d4ae7a3caf5fa360ed335_85)] | | |

| [Item [removed: 9.](#idba64231467a472f8d7c1b3c8b6a4729_163)] [added: 9.](#iddcf9b824e7d4ae7a3caf5fa360ed335_166)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idba64231467a472f8d7c1b3c8b6a4729_163)] [added: Disclosure](#iddcf9b824e7d4ae7a3caf5fa360ed335_166)] | | | [removed: [68](#idba64231467a472f8d7c1b3c8b6a4729_163)] [added: [75](#iddcf9b824e7d4ae7a3caf5fa360ed335_166)] | | |

| [Item [removed: 9A.](#idba64231467a472f8d7c1b3c8b6a4729_166)] [added: 9A.](#iddcf9b824e7d4ae7a3caf5fa360ed335_169)] | | | [Controls and [removed: Procedures](#idba64231467a472f8d7c1b3c8b6a4729_166)] [added: Procedures](#iddcf9b824e7d4ae7a3caf5fa360ed335_169)] | | | [removed: [69](#idba64231467a472f8d7c1b3c8b6a4729_166)] [added: [75](#iddcf9b824e7d4ae7a3caf5fa360ed335_169)] | | |

| | | | [Management’s Annual Report on Internal Control Over Financial [removed: Reporting](#idba64231467a472f8d7c1b3c8b6a4729_169)] [added: Reporting](#iddcf9b824e7d4ae7a3caf5fa360ed335_172)] | | | [removed: [69](#idba64231467a472f8d7c1b3c8b6a4729_169)] [added: [76](#iddcf9b824e7d4ae7a3caf5fa360ed335_172)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#idba64231467a472f8d7c1b3c8b6a4729_172)] [added: Firm](#iddcf9b824e7d4ae7a3caf5fa360ed335_175)] | | | [removed: [70](#idba64231467a472f8d7c1b3c8b6a4729_172)] [added: [77](#iddcf9b824e7d4ae7a3caf5fa360ed335_175)] | | |

| [Item [removed: 9B.](#idba64231467a472f8d7c1b3c8b6a4729_175)] [added: 9B.](#iddcf9b824e7d4ae7a3caf5fa360ed335_178)] | | | [Other [removed: Information](#idba64231467a472f8d7c1b3c8b6a4729_175)] [added: Information](#iddcf9b824e7d4ae7a3caf5fa360ed335_178)] | | | [removed: [71](#idba64231467a472f8d7c1b3c8b6a4729_175)] [added: [78](#iddcf9b824e7d4ae7a3caf5fa360ed335_178)] | | |

| [Item [removed: 9C.](#idba64231467a472f8d7c1b3c8b6a4729_178)] [added: 9C.](#iddcf9b824e7d4ae7a3caf5fa360ed335_181)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idba64231467a472f8d7c1b3c8b6a4729_178)] [added: Inspections](#iddcf9b824e7d4ae7a3caf5fa360ed335_181)] | | | [removed: [71](#idba64231467a472f8d7c1b3c8b6a4729_178)] [added: [78](#iddcf9b824e7d4ae7a3caf5fa360ed335_181)] | | |

| [Item [removed: 10.](#idba64231467a472f8d7c1b3c8b6a4729_184)] [added: 10.](#iddcf9b824e7d4ae7a3caf5fa360ed335_187)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#idba64231467a472f8d7c1b3c8b6a4729_184)] [added: Governance](#iddcf9b824e7d4ae7a3caf5fa360ed335_187)] | | | [removed: [71](#idba64231467a472f8d7c1b3c8b6a4729_184)] [added: [78](#iddcf9b824e7d4ae7a3caf5fa360ed335_187)] | | |

| [Item [removed: 11.](#idba64231467a472f8d7c1b3c8b6a4729_187)] [added: 11.](#iddcf9b824e7d4ae7a3caf5fa360ed335_190)] | | | [Executive [removed: Compensation](#idba64231467a472f8d7c1b3c8b6a4729_187)] [added: Compensation](#iddcf9b824e7d4ae7a3caf5fa360ed335_190)] | | | [removed: [71](#idba64231467a472f8d7c1b3c8b6a4729_187)] [added: [78](#iddcf9b824e7d4ae7a3caf5fa360ed335_190)] | | |

| [Item [removed: 12.](#idba64231467a472f8d7c1b3c8b6a4729_190)] [added: 12.](#iddcf9b824e7d4ae7a3caf5fa360ed335_193)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idba64231467a472f8d7c1b3c8b6a4729_190)] [added: Matters](#iddcf9b824e7d4ae7a3caf5fa360ed335_193)] | | | [removed: [72](#idba64231467a472f8d7c1b3c8b6a4729_190)] [added: [79](#iddcf9b824e7d4ae7a3caf5fa360ed335_193)] | | |

| [Item [removed: 13.](#idba64231467a472f8d7c1b3c8b6a4729_193)] [added: 13.](#iddcf9b824e7d4ae7a3caf5fa360ed335_196)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idba64231467a472f8d7c1b3c8b6a4729_193)] [added: Independence](#iddcf9b824e7d4ae7a3caf5fa360ed335_196)] | | | [removed: [72](#idba64231467a472f8d7c1b3c8b6a4729_193)] [added: [79](#iddcf9b824e7d4ae7a3caf5fa360ed335_196)] | | |

| [Item [removed: 14.](#idba64231467a472f8d7c1b3c8b6a4729_196)] [added: 14.](#iddcf9b824e7d4ae7a3caf5fa360ed335_199)] | | | [Principal Accountant Fees and [removed: Services](#idba64231467a472f8d7c1b3c8b6a4729_196)] [added: Services](#iddcf9b824e7d4ae7a3caf5fa360ed335_199)] | | | [removed: [72](#idba64231467a472f8d7c1b3c8b6a4729_196)] [added: [79](#iddcf9b824e7d4ae7a3caf5fa360ed335_199)] | | |

| [Item [removed: 15.](#idba64231467a472f8d7c1b3c8b6a4729_202)] [added: 15.](#iddcf9b824e7d4ae7a3caf5fa360ed335_205)] | | | [Exhibit and Financial Statement [removed: Schedules](#idba64231467a472f8d7c1b3c8b6a4729_202)] [added: Schedules](#iddcf9b824e7d4ae7a3caf5fa360ed335_205)] | | | [removed: [72](#idba64231467a472f8d7c1b3c8b6a4729_202)] [added: [79](#iddcf9b824e7d4ae7a3caf5fa360ed335_205)] | | |

| [Item [removed: 16.](#idba64231467a472f8d7c1b3c8b6a4729_205)] [added: 16.](#iddcf9b824e7d4ae7a3caf5fa360ed335_208)] | | | [Form 10-K [removed: Summary](#idba64231467a472f8d7c1b3c8b6a4729_205)] [added: Summary](#iddcf9b824e7d4ae7a3caf5fa360ed335_208)] | | | [removed: [75](#idba64231467a472f8d7c1b3c8b6a4729_205)] [added: [83](#iddcf9b824e7d4ae7a3caf5fa360ed335_208)] | | |

| | | | Certifications | | | [removed: 76] [added: 85] | | |

In [removed: 2024,] [added: 2025,] we reported [added: an 8% increase in] earnings per [removed: diluted] share [removed: of $11.09, a 6% increase] versus [removed: 2023.][added: 2024.]

[removed: We are seeing] [added: These outcomes demonstrate] the [removed: results from our] [added: effectiveness of continued] investments in training, safety programs, infrastructure, and technology.

[removed: We cannot and] [added: Though we are proud of our improvements, we] will not waiver on our goal to be the best in [removed: safety.][added: safety for our employees and the communities we serve.]

Our full year operating metrics demonstrate [removed: that success,] [added: we’ve built a solid foundation,] as freight car velocity improved [removed: 2%] [added: 8%] and intermodal and manifest [removed: service performance index] [added: Service Performance Index] (SPI) improved [removed: 2] [added: 9] and [removed: 4 points,] [added: 11 points to 99% and 100%,] respectively.

| [PART I](#iddcf9b824e7d4ae7a3caf5fa360ed335_16) | | | | | | | | |

| [PART II](#iddcf9b824e7d4ae7a3caf5fa360ed335_43) | | | | | | | | |

| [PART III](#iddcf9b824e7d4ae7a3caf5fa360ed335_184) | | | | | | | | |

| [PART IV](#iddcf9b824e7d4ae7a3caf5fa360ed335_202) | | | | | | | | |

| | | | [Signatures](#iddcf9b824e7d4ae7a3caf5fa360ed335_211) | | | [84](#iddcf9b824e7d4ae7a3caf5fa360ed335_211) | | |

February 6, 2026

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.

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.

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.

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.

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.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

| [PART I](#idba64231467a472f8d7c1b3c8b6a4729_16) | | | | | | | | |

| [PART II](#idba64231467a472f8d7c1b3c8b6a4729_43) | | | | | | | | |

| [PART III](#idba64231467a472f8d7c1b3c8b6a4729_181) | | | | | | | | |

| [PART IV](#idba64231467a472f8d7c1b3c8b6a4729_199) | | | | | | | | |

| | | | [Signatures](#idba64231467a472f8d7c1b3c8b6a4729_208) | | | [76](#idba64231467a472f8d7c1b3c8b6a4729_208) | | |

February 7, 2025

The Union Pacific team had a very successful 2024, as we executed our strategy of Safety, Service, and Operational Excellence leading to Growth.

The commitment to that strategy enabled the team to achieve strong results across the board and set the Company up for future success.

Although success can be measured in many ways, it’s ultimately about delivering for our owners, putting our company in a great financial position, and being clear about what success is for our employees, our customers, and the communities where we operate.

Total volumes increased 3% versus 2023, driven by strength in international intermodal and agricultural products, more than offsetting a 20% decline in coal and the overall impact of a muted industrial economy.

We achieved an operating ratio of 59.9%, a 240-basis point improvement versus 2023, driven by the day-to-day actions of our team to improve the efficiency of our network.

This success doesn’t just happen.

It’s rooted in that commitment to our strategy.

Within Safety, we achieved significant reductions in both our personal injury and derailment rates.

Committing to what we can do and doing it with excellence.

We built on our success in late 2023 to provide our customers with an even stronger service product throughout 2024.

The list is long, but we will reap long-term rewards from investments in the Phoenix Intermodal Terminal, hump yard improvements, siding extensions, application programming interfaces (API), and new gate technologies, to name only a few.

As evident by the improvements to our operating ratio, we made great strides in 2024 to use our assets more efficiently.

However, that wasn’t done without challenges that tested our resource buffer.

During 2024, we saw international intermodal surge on the west coast, growing over 19% versus 2023.

Our ability to handle that volume with minimal impact on the rest of our network demonstrates the effectiveness of our buffer strategy.

More specifically on resource productivity, in 2024, we achieved 6% and 5% improvements in workforce and locomotive productivity, respectively.

In fact, our performance in workforce productivity for the year was a best ever result.

Our ability to excel in those three areas led to Growth in 2024.

Key is that in a muted economic environment, and with a significant decline in our coal volume, we still grew.

By executing on our strategy, we are outperforming our markets and positioning ourselves to be ready for even stronger growth when the freight economy improves.

As we turn the page to 2025, the team is focused on what’s possible and unlocking the value of the Union Pacific franchise.

We are ready to build on these accomplishments to achieve a higher level of success.

We understand that we’re the current stewards of this amazing, historic company.

And it’s our responsibility to leave it in a better place than we found it, as those before us had done.

We are grateful for that opportunity and ready to succeed.

In addition to our internal cybersecurity capabilities, we also periodically engage assessors, consultants, auditors, and other third parties [added: to assist with assessing, identifying, and managing cybersecurity risks.]

The Board of Directors has delegated primary oversight of the Company’s cybersecurity risk to the Audit Committee, which receives updates on cybersecurity risks, risk mitigation initiatives, and incidents at [removed: each regularly scheduled] Audit Committee [removed: meeting] [added: meetings] from the CIO, CISO, and other members of management, as needed.

At the management level, our CIO, CISO, and Deputy CISO, each of whom has extensive cybersecurity knowledge and skills gained from over [removed: 28 years,] 29 years, [added: 30 years,] and [removed: 20] [added: 21] years of relevant work experience, respectively, head the Internal Cybersecurity Team that is responsible for implementing and maintaining cybersecurity and data protection practices across our business, with our CIO reporting directly to our Chief Executive Officer.

Our CISO and Deputy CISO receive reports on cybersecurity threats from a number of experienced information security professionals for various parts of our business on an ongoing [added: basis and, in conjunction with other management personnel, regularly consult on risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks.]

In addition, our Risk and Compliance Committee (RCC) is responsible for oversight and support of the Company’s Enterprise Risk Management and Compliance and Ethics programs and is comprised of the Executive Leadership [removed: Team and] [added: Team,] the [removed: Senior] Vice President [added: Law] and Chief [removed: Accounting, Risk, and] Compliance Officer (Compliance [removed: Officer).][added: Officer), and the Assistant Vice President - Accounting who has responsibilities for Enterprise Risk Management.]

The ERMC includes the Compliance Officer, General Auditor, Vice President [removed: Law - Finance, Compliance] and [removed: Commercial Litigation, Vice President and] Chief Safety Officer, CISO, Vice President - Strategy and Corporate Development, [added: Assistant Vice President - Accounting,] and Assistant Vice President - [removed: Executive Services.][added: HDC and Network Operations.]

Additionally, in 2025, certain management employees participated in a tabletop exercise to simulate a response to a cybersecurity incident, and the teams incorporated the findings of this exercise into our Business Sustainment Plans

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

to assist with assessing, identifying, and managing cybersecurity risks.

basis and, in conjunction with other management personnel, regularly consult on risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks.

[removed: ][added: ]

Our rail network includes [removed: 32,880] [added: 32,889] route miles.

We own [removed: 26,291] [added: 26,294] miles and operate on the remainder pursuant to trackage rights or leases.

| *As of December 31,* | | | [removed: 2024] [added: 2025] | | | [removed: *2023*] [added: *2024*] | | |

| Route | | | [removed: 32,880] [added: 32,889] | | | [removed: 32,693] [added: 32,880] | | |

| Other main line | | | [removed: 7,116] [added: 7,148] | | | [removed: 7,117] [added: 7,116] | | |

| Passing lines and turnouts | | | 3,526 | | | [removed: 3,466] [added: 3,526] | | |

| Switching and classification yard lines | | | [removed: 8,850] [added: 8,851] | | | [removed: 8,852] [added: 8,850] | | |

| Total miles | | | [removed: 52,372] [added: 52,414] | | | [removed: 52,128] [added: 52,372] | | |

HDC employees coordinate [removed: moves] [added: movement] of locomotives and [removed: trains,] [added: trains;] manage [removed: traffic and] [added: traffic,] train [removed: crews] [added: crews, as well as engineering and signal requirements for safe repair and maintenance,] on our [removed: network,] [added: network;] and coordinate interchanges with other railroads.

| [removed: Houston,] [added: Englewood (Houston),] Texas | | | [removed: Joliet (Global 4),] [added: Global 2 (Chicago),] Illinois | | |

| North [removed: Platte, Nebraska] [added: Little Rock, Arkansas] | | | Global [removed: II] [added: 4] (Chicago), Illinois | | |

As of December 31, [removed: 2024,] [added: 2025,] we owned or leased the following units of equipment:

| Other | | | 11 | | | \- | | | 11 | | | [removed: 54] [added: 50.8] | | |

| Total highway revenue equipment | | | [removed: 50,731] [added: 49,975] | | | [removed: 1,485] [added: 741] | | | [removed: 52,216] [added: 50,716] | | | N/A | | |

Locomotive and freight car in service utilization percentages for the year ended December 31, [removed: 2024,] [added: 2025,] were [removed: 65%] [added: 68%] and [removed: 75%,] [added: 76%,] respectively.

[removed: 2024] [added: 2025] Capital [removed: Program] [added: program] – During [removed: 2024,] [added: 2025,] our capital program totaled approximately [removed: $3.4] [added: $3.5] billion.

(See further discussion of our [removed: 2025] [added: 2026] capital plan in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources, Item 7, of this report.)

| Gateway Yard (St. Louis), Illinois | | | East Los Angeles, California | | |

| Livonia, Louisiana | | | Mesquite (Dallas), Texas | | |

| Fort Worth, Texas | | | ICTF (Los Angeles), California | | |

| North Platte East, Nebraska | | | Lathrop, California | | |

| North Platte West, Nebraska | | | Marion (Memphis), Arkansas | | |

| Roseville, California | | | Port Laredo, Texas | | |

| Settegast (Houston), Texas | | | Settegast (Houston), Texas | | |

| Multiple purpose | | | 6,228 | | | 605 | | | 6,833 | | | 26.1 | | |

| Switching | | | 120 | | | \- | | | 120 | | | 45.6 | | |

| Total locomotives | | | 6,359 | | | 605 | | | 6,964 | | | N/A | | |

| Covered hoppers | | | 16,205 | | | 7,129 | | | 23,334 | | | 20.8 | | |

| Open hoppers | | | 4,254 | | | 519 | | | 4,773 | | | 38.2 | | |

| Gondolas | | | 6,130 | | | 3,666 | | | 9,796 | | | 23.3 | | |

| Boxcars | | | 3,534 | | | 4,772 | | | 8,306 | | | 26.3 | | |

| Refrigerated cars | | | 2,270 | | | 791 | | | 3,061 | | | 18.6 | | |

| Flat cars | | | 1,594 | | | 2,629 | | | 4,223 | | | 32.0 | | |

| Other | | | \- | | | 297 | | | 297 | | | 36.9 | | |

| Total freight cars | | | 33,987 | | | 19,803 | | | 53,790 | | | N/A | | |

| Containers | | | 45,678 | | | 128 | | | 45,806 | | | 14.0 | | |

| Chassis | | | 4,297 | | | 613 | | | 4,910 | | | 11.6 | | |

2026 Capital plan – In 2026, we expect our capital plan to be approximately $3.3 billion.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

| North Little Rock, Arkansas | | | East Los Angeles, California | | |

| Livonia, Louisiana | | | ICTF (Long Beach), California | | |

| Fort Worth, Texas | | | Mesquite, Texas | | |

| West Colton, California | | | Marion, Arkansas | | |

| Roseville, California | | | Lathrop, California | | |

| Multiple purpose | | | 5,973 | | | 920 | | | 6,893 | | | 25.2 | | |

| Switching | | | 122 | | | \- | | | 122 | | | 44.6 | | |

| Total locomotives | | | 6,106 | | | 920 | | | 7,026 | | | N/A | | |

| Covered hoppers | | | 14,642 | | | 8,897 | | | 23,539 | | | 21.1 | | |

| Open hoppers | | | 4,658 | | | 579 | | | 5,237 | | | 37.8 | | |

| Gondolas | | | 6,293 | | | 4,251 | | | 10,544 | | | 23.4 | | |

| Boxcars | | | 3,741 | | | 5,526 | | | 9,267 | | | 27.2 | | |

| Refrigerated cars | | | 2,404 | | | 945 | | | 3,349 | | | 20.1 | | |

| Flat cars | | | 1,966 | | | 1,952 | | | 3,918 | | | 33.4 | | |

| Other | | | \- | | | 322 | | | 322 | | | 36.1 | | |

| Total freight cars | | | 33,704 | | | 22,472 | | | 56,176 | | | N/A | | |

| Containers | | | 46,375 | | | 288 | | | 46,663 | | | 13.1 | | |

| Chassis | | | 4,356 | | | 1,197 | | | 5,553 | | | 11.6 | | |

2025 Capital Plan – In 2025, we expect our capital plan to be approximately $3.4 billion, consistent with 2024.

The following table sets forth certain information current as of February [removed: 7, 2025,] [added: 6, 2026,] relating to the executive officers of UPC and the Railroad.

| V. James Vena | | | Chief Executive Officer | | | [removed: 66] [added: 67] | | | \[1\] | | |

| Jennifer L. Hamann | | | Executive Vice President and Chief Financial Officer | | | [removed: 57] [added: 58] | | | Current Position | | |

| Eric J. Gehringer | | | Executive Vice President - Operations | | | [removed: 45] [added: 46] | | | [removed: \[3\]] [added: Current Position] | | |

| Rahul Jalali | | | Executive Vice President and Chief Information Officer | | | [removed: 51] [added: 52] | | | [removed: \[4\]] [added: \[3\]] | | |

| [removed: Craig V. Richardson] [added: Christina B. Conlin] | | | Executive Vice President, Chief Legal Officer, and Corporate Secretary | | | [removed: 63] [added: 53] | | | [removed: \[5\]] [added: \[2\]] | | |

| Kenny G. Rocker | | | Executive Vice President - Marketing and Sales | | | [removed: 53] [added: 54] | | | Current Position | | |

| [removed: Todd M. Rynaski] [added: Carrie J. Powers] | | | [removed: Senior] Vice [removed: President] [added: President, Controller,] and Chief [removed: Accounting, Risk, and Compliance] [added: Accounting] Officer | | | [removed: 54] [added: 55] | | | [removed: \[6\]] [added: \[4\]] | | |

[removed: *\[4\]Mr.] [added: *\[3\]Mr.] Jalali was elected Executive Vice President and Chief Information Officer effective June 1, 2023.

[removed: *\[5\]Mr. Richardson] [added: *\[2\]Ms. Conlin] was elected Executive Vice President, Chief Legal Officer, and Corporate Secretary effective [removed: December 8, 2020.][added: July 16, 2025.]

[removed: *\[6\]Mr. Rynaski] [added: *\[4\]Ms. Powers] was elected [removed: Senior] Vice [removed: President] [added: President, Controller,] and Chief [removed: Accounting, Risk, and Compliance] [added: Accounting] Officer effective [removed: July 1, 2022.][added: May 8, 2025.]

| | | | | | | | | | | | |

She most recently served as Senior Vice President, Chief Legal Officer, and Corporate Secretary (April 2025 – July 2025), Senior Vice President and Deputy General Counsel (December 2024 – April 2025).

She was previously Chief Risk Officer and Regulatory Affairs Assistant General Counsel of Good Year Tire & Rubber Company (July 2022 – December 2024), and a Partner at Baker McKenzie (October 2016 – July 2022).*

Ms. Powers previously served as Assistant Vice President - Financial Reporting (March 2019 - May 2025).*

| Elizabeth F. Whited | | | President | | | 59 | | | \[2\] | | |

*\[2\]Ms. Whited was elected President effective August 14, 2023.

Ms. Whited most recently served as Executive Vice President - Sustainability and Strategy (February 2022 - August 2023).

She previously served as Executive Vice President and Chief Human Resources Officer (August 2018 - February 2022).*

*\[3\]Mr. Gehringer was elected Executive Vice President - Operations effective January 1, 2021.

Mr. Gehringer previously served as Senior Vice President - Transportation (July 2020 - December 2020) and Vice President - Mechanical and Engineering (January 2020 - July 2020).*

He most recently served as Interim Executive Vice President, Chief Legal Officer, and Corporate Secretary (September 2020 - November 2020) and Vice President - Commercial and Regulatory Law (July 2018 - August 2020).*

Mr. Rynaski previously served as Vice President and Controller (September 2015 - June 2022).*

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

At January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 604,286,378] [added: 593,391,460] shares of common stock outstanding and [removed: 26,755] [added: 25,761] common shareholders of record.

On that date, the closing price of the common stock on the NYSE was [removed: $247.79.][added: $235.10.]

We paid dividends to our common shareholders during each of the past [removed: 125] [added: 126] years.

The graph assumes that $100 was invested in the common stock of Union Pacific Corporation and each index on December 31, [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

[removed: ][added: ]

Purchases of [removed: Equity Securities] [added: equity securities] – During [removed: 2024,] [added: 2025,] we repurchased [removed: 6,467,619] [added: 11,951,818] shares of our common stock at an average price of [removed: $240.51.][added: $234.15.]

The following table presents common stock repurchases during each month for the fourth quarter of [removed: 2024:][added: 2025:]

| *Period* | | | *Total [removed: Number] [added: number] of [removed: Shares Purchased] [added: shares purchased] \[a\]* | | | *Average [removed: Price Paid Per Share*] [added: price paid per share*] | | | *Total [removed: Number] [added: number] of [removed: Shares Purchased] [added: shares purchased] as [removed: Part] [added: part] of a [removed: Publicly Announced Plan] [added: publicly announced plan] or [removed: Program*] [added: program \[b\]*] | | | *Maximum [removed: Number] [added: number] of [removed: Shares Remaining Under] [added: shares remaining under] the [removed: Plan] [added: plan] or [removed: Program \[b\]*] [added: program \[c\]*] | | |

*\[a\]Total number of shares purchased during the quarter includes approximately [removed: 2,932] [added: 731] shares delivered or attested to UPC by employees to pay stock option exercise [removed: prices,] [added: prices and] satisfy [removed: excess] tax withholding obligations for stock option exercises or vesting of retention [removed: units, and pay withholding obligations for vesting of retention shares.*][added: awards.*]

[removed: *\[b\]Effective] [added: *\[c\]Effective] April 1, [removed: 2022,] [added: 2025,] our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, [removed: 2025.][added: 2028.]

| 1 Year (2025) | | | 3.8 | | % | 19.8 | | % | 10.9 | | % | 17.9 | | % |

| 3 Year (2023 - 2025) | | | 19.7 | | % | 23.7 | | % | 35.6 | | % | 86.0 | | % |

| Oct. 1 through Oct. 31 | | | 330 | | | $ | 229.80 | | \- | | | 93,888,442 | | |

| Nov. 1 through Nov. 30 | | | 401 | | | 224.63 | | | \- | | | 93,888,442 | | |

| Dec. 1 through Dec. 31 | | | \- | | | \- | | | \- | | | 93,888,442 | | |

| Total | | | 731 | | | $ | 226.96 | | \- | | | N/A | | |

*\[b\]As part of the pending acquisition of Norfolk Southern described in Note 20 to the Financial Statements and Supplementary Data, Item 8, we paused our share repurchase program.*

| 1 Year (2024) | | | (5.1 | | %) | (2.4 | | %) | 1.5 | | % | 25.0 | | % |

| 3 Year (2022 - 2024) | | | (3.1 | | %) | (13.0 | | %) | 0.6 | | % | 29.2 | | % |

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

| Oct. 1 through Oct. 31 | | | 2,503,616 | | | $ | 237.58 | | 2,503,002 | | | 74,390,644 | | |

| Nov. 1 through Nov. 30 | | | 303,827 | | | 235.43 | | | 301,783 | | | 74,088,861 | | |

| Dec. 1 through Dec. 31 | | | 274 | | | 244.72 | | | \- | | | 74,088,861 | | |

| Total | | | 2,807,717 | | | $ | 237.35 | | 2,804,785 | | | N/A | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#idba64231467a472f8d7c1b3c8b6a4729_82) 34[)](#idba64231467a472f8d7c1b3c8b6a4729_82)] [added: No.](#iddcf9b824e7d4ae7a3caf5fa360ed335_85) 34[)](#iddcf9b824e7d4ae7a3caf5fa360ed335_85)] | | | [removed: [39](#idba64231467a472f8d7c1b3c8b6a4729_82)] [added: [44](#iddcf9b824e7d4ae7a3caf5fa360ed335_85)] | | |

| [Consolidated Statements of [removed: Income](#idba64231467a472f8d7c1b3c8b6a4729_85)] [added: Cash Flows](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)] [For the Years [removed: Ended](#idba64231467a472f8d7c1b3c8b6a4729_85) [December] [added: Ended December] 31, [removed: 202](#idba64231467a472f8d7c1b3c8b6a4729_85)[4](#idba64231467a472f8d7c1b3c8b6a4729_85)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_85)[3](#idba64231467a472f8d7c1b3c8b6a4729_85)[,] [added: 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)[5](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)[, 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)[4](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)[,] and [removed: 20](#idba64231467a472f8d7c1b3c8b6a4729_85)[2](#idba64231467a472f8d7c1b3c8b6a4729_85)[2](#idba64231467a472f8d7c1b3c8b6a4729_85)] [added: 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)[3](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)] | | | [removed: [41](#idba64231467a472f8d7c1b3c8b6a4729_85)] [added: [48](#iddcf9b824e7d4ae7a3caf5fa360ed335_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#idba64231467a472f8d7c1b3c8b6a4729_88)] [added: Income](#iddcf9b824e7d4ae7a3caf5fa360ed335_91)] [For the Years Ended December 31, [removed: 202](#idba64231467a472f8d7c1b3c8b6a4729_88)[4](#idba64231467a472f8d7c1b3c8b6a4729_88)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_88)[3](#idba64231467a472f8d7c1b3c8b6a4729_88)[,] [added: 2025, 2024,] and [removed: 20](#idba64231467a472f8d7c1b3c8b6a4729_88)[2](#idba64231467a472f8d7c1b3c8b6a4729_88)[2](#idba64231467a472f8d7c1b3c8b6a4729_88)] [added: 2023](#iddcf9b824e7d4ae7a3caf5fa360ed335_91)] | | | [removed: [41](#idba64231467a472f8d7c1b3c8b6a4729_88)] [added: [46](#iddcf9b824e7d4ae7a3caf5fa360ed335_91)] | | |

| [Consolidated Statements of Financial [removed: Position](#idba64231467a472f8d7c1b3c8b6a4729_91)] [added: Position](#iddcf9b824e7d4ae7a3caf5fa360ed335_94)] [At December 31, [removed: 202](#idba64231467a472f8d7c1b3c8b6a4729_91)[4](#idba64231467a472f8d7c1b3c8b6a4729_91)] [added: 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_94)[5](#iddcf9b824e7d4ae7a3caf5fa360ed335_94)] [and [removed: 20](#idba64231467a472f8d7c1b3c8b6a4729_91)[23](#idba64231467a472f8d7c1b3c8b6a4729_91)] [added: 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_94)[4](#iddcf9b824e7d4ae7a3caf5fa360ed335_94)] | | | [removed: [42](#idba64231467a472f8d7c1b3c8b6a4729_91)] [added: [47](#iddcf9b824e7d4ae7a3caf5fa360ed335_94)] | | |

| [Consolidated Statements of [removed: Cash Flows](#idba64231467a472f8d7c1b3c8b6a4729_94)] [added: Changes in Common Shareholders’ Equity](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)] [For the Years Ended December 31, [removed: 202](#idba64231467a472f8d7c1b3c8b6a4729_94)[4](#idba64231467a472f8d7c1b3c8b6a4729_94)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_94)[3](#idba64231467a472f8d7c1b3c8b6a4729_94)[,] [added: 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)[5](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)[, 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)[4](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)[,] and [removed: 20](#idba64231467a472f8d7c1b3c8b6a4729_94)[2](#idba64231467a472f8d7c1b3c8b6a4729_94)[2](#idba64231467a472f8d7c1b3c8b6a4729_94)] [added: 202](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)[3](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)] | | | [removed: [43](#idba64231467a472f8d7c1b3c8b6a4729_94)] [added: [49](#iddcf9b824e7d4ae7a3caf5fa360ed335_100)] | | |

| [Consolidated Statements of [removed: Changes in Common Shareholders’ Equity](#idba64231467a472f8d7c1b3c8b6a4729_97)] [added: Income](#iddcf9b824e7d4ae7a3caf5fa360ed335_88)] [For the Years Ended December 31, [removed: 202](#idba64231467a472f8d7c1b3c8b6a4729_97)[4](#idba64231467a472f8d7c1b3c8b6a4729_97)[, 202](#idba64231467a472f8d7c1b3c8b6a4729_97)[3](#idba64231467a472f8d7c1b3c8b6a4729_97)[,] [added: 2025, 2024,] and [removed: 20](#idba64231467a472f8d7c1b3c8b6a4729_97)[2](#idba64231467a472f8d7c1b3c8b6a4729_97)[2](#idba64231467a472f8d7c1b3c8b6a4729_97)] [added: 2023](#iddcf9b824e7d4ae7a3caf5fa360ed335_88)] | | | [removed: [44](#idba64231467a472f8d7c1b3c8b6a4729_97)] [added: [46](#iddcf9b824e7d4ae7a3caf5fa360ed335_88)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#idba64231467a472f8d7c1b3c8b6a4729_100)] [added: Statements](#iddcf9b824e7d4ae7a3caf5fa360ed335_103)] | | | [removed: [45](#idba64231467a472f8d7c1b3c8b6a4729_100)] [added: [50](#iddcf9b824e7d4ae7a3caf5fa360ed335_103)] | | |

We have audited the accompanying consolidated statements of financial position of Union Pacific Corporation and Subsidiary Companies (the [removed: “Corporation”)] [added: "Corporation")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] the related consolidated statements of income, comprehensive income, changes in common [removed: stockholders’] [added: stockholders'] equity, and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Corporation’s] [added: Corporation's] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 7, 2025,] [added: 6, 2026,] expressed an unqualified opinion on the [removed: Corporation’s] [added: Corporation's] internal control over financial reporting.

Capitalization of [removed: Properties] [added: Properties] — [removed: Refer] [added: Refer] to Notes 2 and 11 to the financial statements

Capitalized costs to Properties, net during [removed: 2024] [added: 2025] were [removed: $3.7] [added: $3.9] billion.

We identified the capitalization of property during [removed: 2024] [added: 2025] as a critical audit matter because of the significant judgment exercised by management in determining whether costs meet the criteria for capitalization.

[removed: -] [added: ·] We tested the effectiveness of controls over the Corporation’s determination of whether costs related to the Corporation’s capital investments should be capitalized or expensed.

[removed: -] [added: ·] We evaluated the Corporation’s capitalization policy in accordance with accounting principles generally accepted in the United States of America.

[removed: -] [added: ·] For a selection of capital projects, we performed the following:

[removed: –Obtained] [added: − Obtained] the Corporation’s evaluation of each project and determined whether the amount of costs to be capitalized met the criteria for capitalization as outlined within the Corporation’s policy by unit of property.

[removed: –Obtained] [added: − Obtained] supporting documentation that the project met the applicable minimum units of property criteria and was approved, and evaluated whether the project extended the useful life of an existing asset, improved the safety of operations, or improved the operating efficiency of existing assets.

[removed: -] [added: ·] For a selection of capitalized costs during the year, we performed the following:

[removed: –Evaluated] [added: − Evaluated] whether the individual cost selected met the criteria for capitalization.

[removed: –Evaluated] [added: − Evaluated] whether the selection was accurately recorded at the appropriate amount based on the evidence obtained.

| *Millions, [removed: Except Per Share Amounts,] [added: except per share amounts,] for the [removed: Years Ended] [added: years ended] December 31,* | | | [removed: 2024] [added: 2025] | | | [removed: *2023*] [added: *2024*] | | | [removed: *2022*] [added: *2023*] | | |

| Freight revenues | | | $ | [removed: 22,811] [added: 23,220] | | $ | [removed: 22,571] [added: 22,811] | | $ | [removed: 23,159] [added: 22,571] | |

| Other revenues | | | [removed: 1,439] [added: 1,290] | | | [removed: 1,548] [added: 1,439] | | | [removed: 1,716] [added: 1,548] | | |

| Total operating revenues | | | [removed: 24,250] [added: 24,510] | | | [removed: 24,119] [added: 24,250] | | | [removed: 24,875] [added: 24,119] | | |

| Compensation and benefits | | | [removed: 4,899] [added: 4,897] | | | [removed: 4,818] [added: 4,899] | | | [removed: 4,645] [added: 4,818] | | |

| Purchased services and materials | | | [removed: 2,520] [added: 2,626] | | | [removed: 2,616] [added: 2,520] | | | [removed: 2,442] [added: 2,616] | | |

| Fuel | | | [removed: 2,474] [added: 2,390] | | | [removed: 2,891] [added: 2,474] | | | [removed: 3,439] [added: 2,891] | | |

| Depreciation | | | [removed: 2,398] [added: 2,465] | | | [removed: 2,318] [added: 2,398] | | | [removed: 2,246] [added: 2,318] | | |

| Equipment and other rents | | | [removed: 920] [added: 912] | | | [removed: 947] [added: 920] | | | [removed: 898] [added: 947] | | |

| Other | | | [removed: 1,326] [added: 1,374] | | | [removed: 1,447] [added: 1,326] | | | [removed: 1,288] [added: 1,447] | | |

| Total operating expenses | | | [removed: 14,537] [added: 14,664] | | | [removed: 15,037] [added: 14,537] | | | [removed: 14,958] [added: 15,037] | | |

| Operating income | | | [removed: 9,713] [added: 9,846] | | | [removed: 9,082] [added: 9,713] | | | [removed: 9,917] [added: 9,082] | | |

| Other income, net (Note 6) | | | [removed: 350] [added: 629] | | | [removed: 491] [added: 350] | | | [removed: 426] [added: 491] | | |

| Interest expense | | | [removed: (1,269)] [added: (1,309)] | | | [removed: (1,340)] [added: (1,269)] | | | [removed: (1,271)] [added: (1,340)] | | |

| Income before income taxes | | | [removed: 8,794] [added: 9,166] | | | [removed: 8,233] [added: 8,794] | | | [removed: 9,072] [added: 8,233] | | |

| Income tax expense (Note 7) | | | [removed: (2,047)] [added: (2,028)] | | | [removed: (1,854)] [added: (2,047)] | | | [removed: (2,074)] [added: (1,854)] | | |

| Net income | | | $ | [removed: 6,747] [added: 7,138] | | $ | [removed: 6,379] [added: 6,747] | | $ | [removed: 6,998] [added: 6,379] | |

| Earnings per share - basic | | | $ | [removed: 11.10] [added: 12.00] | | $ | [removed: 10.47] [added: 11.10] | | $ | [removed: 11.24] [added: 10.47] | |

| Earnings per share - diluted | | | $ | [removed: 11.09] [added: 11.98] | | $ | [removed: 10.45] [added: 11.09] | | $ | [removed: 11.21] [added: 10.45] | |

February 6, 2026

| Net income | | | $ | 7,138 | | $ | 6,747 | | $ | 6,379 | |

| Net income | | | $ | 7,138 | | $ | 6,747 | | $ | 6,379 | |

| Depreciation | | | 2,465 | | | 2,398 | | | 2,318 | | |

| Federal income taxes, net of refunds | | | $ | (543) | | $ | (986) | | $ | (1,185) | |

| California | | | (64) | | | * | | | * | | |

| Other | | | (257) | | | (350) | | | (295) | | |

| Total state income taxes, net of refunds | | | (321) | | | (350) | | | (295) | | |

| Foreign income taxes, net of refunds | | | (13) | | | (4) | | | (6) | | |

*◦Does not meet the 5% threshold for the applicable year.*

| Balance at December 31, 2025 | | | 1,113.2 | | | (519.9) | | | $ | 2,783 | | $ | 5,589 | | $ | 69,529 | | $ | (58,843) | | $ | (591) | | $ | 18,467 | |

| Operating \[a\] \[c\] | | | 6,816 | | | 6,793 | | | 6,727 | | |

| Administrative \[a\] \[c\] | | | 735 | | | 760 | | | 763 | | |

| Acquisition-related (Note 20) | | | 72 | | | \- | | | \- | | |

| Depreciation | | | 2,465 | | | 2,398 | | | 2,318 | | |

| Net income | | | $ | 7,138 | | $ | 6,747 | | $ | 6,379 | |

*\[c\] Prior periods have been recast to reflect the presentation of the CODM's review in the current year.*

The Company adopted this ASU on December 31, 2025, on a retrospective basis.

See the Supplemental Cash Flow Information of the Consolidated Statements of Cash Flows and Note 7 Income Taxes.

In July 2025, the FASB issued ASU 2025-05, *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which allows a practical expedient that assumes current conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, must be adopted on a prospective basis, and early adoption is permitted.

We elected to early adopt ASU 2025-05 on December 31, 2025, which did not have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, *Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*, which details the criteria for capitalization of internal-use software costs.

The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, may be adopted on a prospective, modified, or retrospective transition approach, and early adoption is permitted.

In December 2025, the FASB issued ASU 2025-10, *Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities*, which provides recognition, measurement, and presentation authoritative guidance for grants received by a business entity from a government.

The ASU is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those fiscal years, may be adopted on a modified prospective, modified retrospective, or retrospective approach, and early adoption is permitted.

The Company is currently evaluating the effect that the new guidance will have on our consolidated financial statements and related disclosures.

| Granted | | | 423 | | | 243.51 | | | N/A | | | N/A | | |

| Exercised | | | (288) | | | 157.41 | | | N/A | | | N/A | | |

| Outstanding at December 31, 2025 | | | 2,095 | | | $ | 210.29 | | 5.6 | | | $ | 58 | |

| Vested or expected to vest at December 31, 2025 | | | 2,074 | | | $ | 210.03 | | 5.6 | | | $ | 58 | |

| Options exercisable at December 31, 2025 | | | 1,400 | | | $ | 196.12 | | 4.2 | | | $ | 55 | |

| Granted | | | 229 | | | 243.48 | | |

| Vested | | | (231) | | | 205.32 | | |

| Forfeited | | | (35) | | | 230.34 | | |

| Nonvested at December 31, 2025 | | | 878 | | | $ | 232.18 | |

| Granted | | | 254 | | | 243.51 | | |

| Vested | | | (72) | | | 244.95 | | |

| Unearned | | | (83) | | | 244.35 | | |

| Forfeited | | | (87) | | | 219.28 | | |

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

February 7, 2025

| Balance at January 1, 2022 | | | 1,112.4 | | | (473.6) | | | $ | 2,781 | | $ | 4,979 | | $ | 55,049 | | $ | (47,734) | | $ | (914) | | $ | 14,161 | |

| Operating \[a\] | | | 6,795 | | | 6,729 | | | 6,212 | | |

| Administrative \[a\] | | | 757 | | | 761 | | | 700 | | |

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation.

Receivables not

rates of exchange prevailing during the year.

We adopted the ASU effective for fiscal year ended December 31, 2024.

The adoption of this ASU only impacted our disclosures.

See Note 1 Nature of Operations.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax* *Disclosures*, which requires business entities to expand their annual disclosures of the effective rate reconciliation and income taxes paid.

eligible for awards under the 2013 Plan.

| Outstanding at January 1, 2024 | | | 2,072 | | | $ | 180.56 | | 5.9 | | | $ | 135 | |

| Granted | | | 305 | | | 248.82 | | | N/A | | | N/A | | |

| Exercised | | | (347) | | | 146.25 | | | N/A | | | N/A | | |

| Vested or expected to vest at December 31, 2024 | | | 1,964 | | | $ | 195.51 | | 5.8 | | | $ | 74 | |

| Options exercisable at December 31, 2024 | | | 1,392 | | | $ | 180.71 | | 4.7 | | | $ | 69 | |

| Nonvested at January 1, 2024 | | | 996 | | | $ | 207.76 | |

| Granted | | | 213 | | | 248.66 | | |

| Vested | | | (252) | | | 186.86 | | |

| Forfeited | | | (42) | | | 219.41 | | |

| Nonvested at January 1, 2024 | | | 617 | | | $ | 204.50 | |

| Granted | | | 227 | | | 248.82 | | |

| Vested | | | (119) | | | 204.67 | | |

| Unearned | | | (70) | | | 204.45 | | |

| Forfeited | | | (48) | | | 229.39 | | |

Actuarial losses that increase the PBO were driven by a decrease in 2023 discount rates from 5.21% to 5.00%.

| Discount rate for interest on benefit obligations | | | 4.91 | | % | 5.14 | | % | 2.40 | | % |

| 2023 | | | $ | \- | | $ | 32 | |

| 2025 | | | $ | 231 | |

| 2026 | | | 230 | | |

| 2027 | | | 230 | | |

| 2028 | | | 230 | | |

| 2029 | | | 231 | | |

| Years 2030 - 2034 | | | $ | 1,177 | |

| Corporate stock | | | 176 | | | 5 | | | \- | | | 181 | | |

2024 and 2023, respectively.

2022 includes a $79 million gain from a land sale to the Illinois State Toll Highway Authority and a $35 million gain from a sale to the Colorado Department of Transportation.*

*\[b\]Prior periods have been reclassified to conform to the current period disclosure.*

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment, management believes that, as of December 31, [removed: 2024,] [added: 2025,] the Corporation’s internal control over financial reporting is effective based on those criteria.

To the Shareholders and [added: the] Board of Directors of Union Pacific Corporation

We have audited the internal control over financial reporting of Union Pacific Corporation and Subsidiary Companies (the [removed: “Corporation”)] [added: "Corporation")] as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Corporation and our report dated February [removed: 7, 2025,] [added: 6, 2026,] expressed an unqualified opinion on those financial statements.

February 6, 2026

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

February 7, 2025

On December 19, 2025, Eric G.

Gehringer, Executive Vice President - Operations, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 1,999 shares of Union Pacific Corporation common stock between March 20, 2026, and December 31, 2026, subject to certain conditions.

None.

Information concerning compensation received by our directors and our named executive officers is presented in the Compensation Discussion and Analysis, Summary Compensation Table, Grants of Plan-Based Awards in Fiscal Year [removed: 2024,] [added: 2025,] Outstanding Equity Awards at [removed: 2024] [added: 2025] Fiscal Year-End, Option Exercises and Stock Vested in Fiscal Year [removed: 2024,] [added: 2025,] Pension Benefits at [removed: 2024] [added: 2025] Fiscal Year-End, Nonqualified Deferred Compensation at [removed: 2024] [added: 2025] Fiscal Year-End, Potential Payments Upon Termination or Change in Control and Director Compensation in Fiscal Year [removed: 2024] [added: 2025] segments of the Proxy Statement and is incorporated herein by reference.

[Table of](#idba64231467a472f8d7c1b3c8b6a4729_7) [Contents](#idba64231467a472f8d7c1b3c8b6a4729_7)

The following table summarizes the equity compensation plans under which UPC common stock may be issued as of December 31, [removed: 2024:][added: 2025:]

*\[1\]Includes [removed: 348,929] [added: 393,056] retention units that do not have an exercise price.

Does not include [removed: 885,600] [added: 810,037] retention shares that have been issued and are outstanding.*

| Equity compensation plans approved by security holders | | | 2,487,690 | | | \[1\] | | | $ | 210.32 | | \[1\] | | | 29,874,539 | | | \[2\] | | |

| Total | | | 2,487,690 | | | | | | $ | 210.32 | | | | | 29,874,539 | | | | | |

| Equity compensation plans approved by security holders | | | 2,330,352 | | | \[1\] | | | $ | 195.83 | | \[1\] | | | 31,063,392 | | | \[2\] | | |

| Total | | | 2,330,352 | | | | | | $ | 195.83 | | | | | 31,063,392 | | | | | |

The financial statements filed as part of this filing are listed on the index to the Financial Statements and Supplementary Data, Item 8, on page [removed: [38](#if8fffd3a5f1944cdb852f69c295914d4_61).][added: [43](#i9c3de41af8174139aebd050c855b4ccb_57).]

Exhibits are listed in the exhibit index beginning on page [removed: [73](#i49ee410c78a546818035c5645e1e08cd_857).][added: [80](#idfce15adbd89452b8c1185da49e87b0b_829).]

The exhibits include management contracts, compensatory [removed: plans] [added: plans,] and arrangements required to be filed as exhibits to the Form 10-K by Item 601 (10) (iii) of Regulation S-K.

| 10(a)† | | | [Form of Performance Stock Unit [removed: Agreement dated February](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm) [6](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)[, 202](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)[5](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10a.htm) [for Executives](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10a.htm) [dated February](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10a.htm) [5](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10a.htm)[, 202](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10a.htm)[6](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10a.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10a.htm)] | | |

| 10(b)† | | | [Form of Non-Qualified Stock Option Agreement for Executives dated [removed: February](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm) [6](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[, 202](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[5](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)] [added: February](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10b.htm) [5](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10b.htm)[, 202](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10b.htm)[6](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10b.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx10b.htm)] | | |

| 19 | | | [Union Pacific Corporation Confidentiality and Insider Trading [removed: Policy dated October] [added: Policy](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx19.htm) [as amended](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx19.htm) [October] 1, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx19.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx19.htm)] | | |

| 21 | | | [List of the Corporation’s significant subsidiaries and their respective states of [removed: incorporation.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx21.htm)] [added: incorporation.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx21.htm)] | | |

| 23 | | | [Independent Registered Public Accounting Firm’s [removed: Consent.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx23.htm)] [added: Consent.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx23.htm)] | | |

| 24 | | | [Powers of attorney executed by the directors of [removed: UPC.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx24.htm)] [added: UPC.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx24.htm)] | | |

| 31(a) | | | [Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - V. James [removed: Vena.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx31a.htm)] [added: Vena.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx31a.htm)] | | |

| 31(b) | | | [Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Jennifer L. [removed: Hamann.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx31b.htm)] [added: Hamann.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx31b.htm)] | | |

| 32 | | | [Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - V. James Vena and Jennifer L. [removed: Hamann.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx32.htm)] [added: Hamann.](https://www.sec.gov/Archives/edgar/data/100885/000010088526000037/a202510-kexx32.htm)] | | |

| 101 | | | The following financial and related information from Union Pacific Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] (filed with the SEC on February [removed: 7, 2025),] [added: 6, 2026),] formatted in Inline Extensible Business Reporting Language (iXBRL) includes (a) Consolidated Statements of Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (b) Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (c) Consolidated Statements of Financial Position at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (d) Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (e) Consolidated Statements of Changes in Common Shareholders’ Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] and (f) the Notes to the Consolidated Financial Statements. | | |

| [removed: 10(c)†] [added: 10(d)†] | | | [Transition and Separation Agreement between the Corporation, the Railroad and Lance M. Fritz dated August 11, 2023, is incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K dated August 11, 2023.](https://www.sec.gov/Archives/edgar/data/100885/000143774923023361/ex_558886.htm) | | |

| [removed: 10(d)†] [added: 10(e)†] | | | [Union Pacific Corporation Key Employee Continuity Plan, as amended December 10, 2021, is incorporated herein by reference to Exhibit 10(c) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321031.htm) | | |

| [removed: 10(e)†] [added: 10(f)†] | | | [Supplemental Thrift Plan (409A Grandfathered Component) of Union Pacific [removed: Corporation,](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm) [effective] [added: Corporation, effective] as of January 1, 2009, including all amendments adopted through August 1, [removed: 20](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)[24,](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm) [is] [added: 2024, is] incorporated herein by reference to Exhibit [removed: 10(](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)[a](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)[)] [added: 10(a)] to the Corporation’s Quarterly Report on Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm) [September](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm) [3](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)[0](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)[, 20](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)[24](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)] [added: ended September 30, 2024.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731073.htm)] | | |

| [removed: 10(f)†] [added: 10(g)†] | | | [Supplemental Thrift Plan (409A Non-Grandfathered Component) of Union Pacific [removed: Corporation,](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [effective] [added: Corporation, effective] as of January 1, 2009, including all amendments adopted through August 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[,] [added: 2024,] is incorporated herein by reference to Exhibit [removed: 10(](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[b](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[)] [added: 10(b)] to the [removed: Corporation’s](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [Report] [added: Corporation’s Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[Q](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [for the](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [quarter](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [ended](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [September](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm) [3](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[0](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[, 20](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[24](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)] [added: 10-Q for the quarter ended September 30, 2024.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731074.htm)] | | |

| [removed: 10(g)†] [added: 10(h)†] | | | [Supplemental Pension Plan for Officers and Managers (409A Grandfathered Component) of Union Pacific Corporation and [removed: Affiliates,](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm) [as] [added: Affiliates, as] amended and restated in its entirety effective January 1, 1989, including all amendments adopted through August 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm) [is] [added: 2024, is] incorporated herein by reference to Exhibit [removed: 10(](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)[c](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)[)] [added: 10(c)] to the Corporation’s Quarterly Report on Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm) [September](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm) [3](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)[0](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)[, 20](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)[24](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)] [added: ended September 30, 2024.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731075.htm)] | | |

| [removed: 10(h)†] [added: 10(i)†] | | | [Supplemental Pension Plan or Officers and Managers (409A Non-Grandfathered Component) of Union Pacific Corporation and Affiliates, as amended and restated in its entirety effective January 1, 1989, including all amendments adopted through August 1, 2024, is incorporated by reference to Exhibit 10(d) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731076.htm) | | |

| [removed: 10(i)†] [added: 10(j)†] | | | [Deferred Compensation Plan (409A Grandfathered Component) of Union Pacific Corporation, originally effective as of January 1, 2009, as amended and restated including amendments adopted through August 1, 2024, is incorporated herein by reference to Exhibit 10(e) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 202](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731077.htm)[4.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731077.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731077.htm)] | | |

| [removed: 10(j)†] [added: 10(k)†] | | | [Deferred Compensation Plan (409A Non-Grandfathered Component) of Union Pacific [removed: Corporation,](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm) [originally] [added: Corporation, originally] effective as of January 1, 2009, as amended and restated including amendments adopted through August 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)[,] [added: 2024,] is incorporated herein by reference to Exhibit [removed: 10(f](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)[)] [added: 10(f)] to the Corporation’s [removed: Quarterly](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm) [](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)[Report] [added: Quarterly Report] on Form [removed: 10-Q](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm) [for] [added: 10-Q for] the [removed: quarter](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm) [](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)[ended September](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm) [30](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)[, 202](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)[4.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)] [added: quarter ended September 30, 2024.](https://www.sec.gov/Archives/edgar/data/100885/000143774924032008/ex_731078.htm)] | | |

| [removed: 10(k)†] [added: 10(l)†] | | | [Union Pacific Corporation 2000 Directors Plan, effective as of April 21, 2000, as amended November 16, 2006, January 30, [removed: 2007 and] [added: 2007](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10j.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10j.htm) [and] January 1, [removed: 2009 is] [added: 2009](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10j.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10j.htm) [is] incorporated herein by reference to Exhibit [removed: 10(j)] [added: 10(](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10j.htm)[j](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10j.htm)[)] to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10j.htm) | | |

| [removed: 10(l)†] [added: 10(m)†] | | | [Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors (409A Non-Grandfathered Component), effective as of January 1, [removed: 2009 is] [added: 2009](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10k.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10k.htm) [is] incorporated herein by reference to Exhibit 10(k) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10k.htm) | | |

| [removed: 10(m)†] [added: 10(n)†] | | | [Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors (409A Grandfathered Component), as amended and restated in its entirety, effective as of January 1, [removed: 2009 is] [added: 2009](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10l.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10l.htm) [is] incorporated herein by reference to Exhibit 10(l) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.](https://www.sec.gov/Archives/edgar/data/100885/000119312509021370/dex10l.htm) | | |

| [removed: 10(n)†] [added: 10(o)†] | | | [Union Pacific Corporation 2013 Stock Incentive Plan, effective May 16, 2013, as amended effective as of January 1, [removed: 2020 is] [added: 2020](https://www.sec.gov/Archives/edgar/data/100885/000010088520000065/unp-20191231xex10_d.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000010088520000065/unp-20191231xex10_d.htm) [is] incorporated herein by reference to Exhibit 10(d) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019.](https://www.sec.gov/Archives/edgar/data/100885/000010088520000065/unp-20191231xex10_d.htm) | | |

| [removed: 10(o)†] [added: 10(p)†] | | | [Union Pacific Corporation Executive Incentive Plan, effective May 5, 2005, amended and restated effective January 1, [removed: 2020 is] [added: 2020](https://www.sec.gov/Archives/edgar/data/100885/000010088520000065/unp-20191231xex10_e.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000010088520000065/unp-20191231xex10_e.htm) [is] incorporated herein by reference to Exhibit 10(e) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019.](https://www.sec.gov/Archives/edgar/data/100885/000010088520000065/unp-20191231xex10_e.htm) | | |

| [removed: 10(p)†] [added: 10(q)†] | | | [Union Pacific Corporation 2021 Stock Incentive Plan, effective as of May 13, [removed: 2021 is] [added: 2021](https://www.sec.gov/Archives/edgar/data/100885/000114036121018681/brhc10025044_ex99-1.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000114036121018681/brhc10025044_ex99-1.htm) [is] incorporated by reference to Exhibit 99.1 to the Corporation's Form S-8 dated May 25, 2021.](https://www.sec.gov/Archives/edgar/data/100885/000114036121018681/brhc10025044_ex99-1.htm) | | |

| [removed: 10(q)] [added: 10(r)] | | | [Amended and Restated Registration Rights Agreement, dated as of July 12, 1996, among UPC, UP Holding Company, Inc., Union Pacific Merger [removed: Co. and] [added: Co.](https://www.sec.gov/Archives/edgar/data/100885/0000889812-96-000886.txt)[,](https://www.sec.gov/Archives/edgar/data/100885/0000889812-96-000886.txt) [and] Southern Pacific Rail Corporation (SP) is incorporated herein by reference to Annex J to the Joint Proxy Statement/Prospectus included in Post-Effective Amendment No. 2 to UPC’s Registration Statement on Form S-4 (No. 33-64707).](https://www.sec.gov/Archives/edgar/data/100885/0000889812-96-000886.txt) | | |

| [removed: 10(r)] [added: 10(s)] | | | [Agreement, dated September 25, 1995, among UPC, UPRR, Missouri Pacific Railroad Company (MPRR), SP, Southern Pacific Transportation Company (SPT), The Denver & Rio Grande Western Railroad Company (D&RGW), St. Louis Southwestern Railway Company [removed: (SLSRC) and] [added: (SLSRC)](https://www.sec.gov/Archives/edgar/data/100885/0000889812-95-000752.txt)[,](https://www.sec.gov/Archives/edgar/data/100885/0000889812-95-000752.txt) [and] SPCSL Corp. (SPCSL), on the one hand, and Burlington Northern Railroad Company (BN) and The Atchison, Topeka and Santa Fe Railway Company (Santa Fe), on the other hand, is incorporated by reference to Exhibit 10.11 to UPC’s Registration Statement on Form S-4 (No. 33-64707).](https://www.sec.gov/Archives/edgar/data/100885/0000889812-95-000752.txt) | | |

| [removed: 10(s)] [added: 10(t)] | | | [Supplemental Agreement, dated November 18, 1995, between UPC, UPRR, MPRR, SP, SPT, D&RGW, SLSRC and SPCSL, on the one hand, and BN and Santa Fe, on the other hand, is incorporated herein by reference to Exhibit 10.12 to UPC’s Registration Statement on Form S-4 (No. 33-64707).](https://www.sec.gov/Archives/edgar/data/100885/0000889812-95-000752.txt) | | |

| [removed: 10(t)†] [added: 10(u)†] | | | [Form of Non-Qualified Stock Option Agreement for Executives is incorporated herein by reference to Exhibit [removed: 10(c)] [added: 10(](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[b](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[)] to the Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2013.](https://www.sec.gov/Archives/edgar/data/100885/000119312514040752/d668613dex10c.htm)] [added: 20](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[24](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10b.htm)] | | |

| [removed: 10(u)†] [added: 10(v)†] | | | [Form of [removed: 202](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm)[2](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm) [Long] [added: 2023 Long] Term [removed: Plan](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm) [P](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm)[erform](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm)[ance](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm) [Stock] [added: Plan Performance Stock] Unit Agreement [added: for Executives] is incorporated herein by reference to Exhibit 10(a) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm)[1](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000143774922002494/ex_321029.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm)] | | |

| [removed: 10(v)†] [added: 10(w)†] | | | [Form of [removed: 202](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm)[3](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm) [Long] [added: 2024 Long] Term [removed: Plan](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm) [Performance](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm) [Stock] [added: Plan Performance Stock] Unit Agreement [added: for Executives] is incorporated herein by reference to Exhibit 10(a) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm)[2](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000143774923002959/ex_421477.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm)] | | |

| [removed: 10(w)†] [added: 10(x)†] | | | [Form of [removed: 202](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm)[4](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm) [Long] [added: 2025 Long] Term [removed: Plan](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm) [Performance](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm) [Stock] [added: Plan Performance Stock] Unit Agreement is incorporated herein by reference to Exhibit 10(a) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm)[3](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm)[.](https://www.sec.gov/Archives/edgar/data/100885/000143774924003599/ex_605064.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000042/a202410-kexx10a.htm)] | | |

| [removed: 10(x)†] [added: 10(y)†] | | | [Executive Incentive Plan (2005) - Deferred Compensation Program, dated December 21, [removed: 2005 is] [added: 2005](https://www.sec.gov/Archives/edgar/data/100885/000119312506038383/dex10g.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000119312506038383/dex10g.htm) [is] incorporated herein by reference to Exhibit 10(g) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.](https://www.sec.gov/Archives/edgar/data/100885/000119312506038383/dex10g.htm) | | |

| 2 | | | [Agreement and Plan of Merger dated as of July 28, 2025, by and among UPC, Ruby Merger Sub 1 Corporation, Ruby Merger Sub 2 LLC](https://www.sec.gov/Archives/edgar/data/100885/000119312525168150/d51641dex21.htm)[,](https://www.sec.gov/Archives/edgar/data/100885/000119312525168150/d51641dex21.htm) [and Norfolk Southern Corporation is incorporated herein by reference to Exhibit 2.1 to the Corporation's Current Report on Form 8-K dated July 29, 2025](https://www.sec.gov/Archives/edgar/data/100885/000119312525168150/d51641dex21.htm). | | |

| 4(d) | | | [Form of 5.100% Note due 2035 is incorporated by reference to Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated February 13, 2025.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000077/exhibit41.htm) | | |

| 4(e) | | | [Form of 5.600% Note due 2054 is incorporated by reference to Exhibit 4.2 to the Corporation's Current Report on Form 8-K dated February 13, 2025.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000077/exhibit42.htm) | | |

| 10(c)† | | | [Transition and Separation Agreement between the Corporation, the Railroad and Elizabeth F. Whited dated May 8, 2025, is incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K dated May 9, 2025.](https://www.sec.gov/Archives/edgar/data/100885/000010088525000162/a8-k2025x05x09101.htm) | | |

| | | | | | |

| | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |