[8-K] UNION PACIFIC CORP Reports Material Event

Rhea-AI Filing Summary

Union Pacific Corporation reported the results of a special shareholder meeting held on November 14, 2025 to consider proposals related to its planned merger with Norfolk Southern Corporation. Shareholders approved the issuance of Union Pacific common stock required under the Agreement and Plan of Merger with Norfolk Southern and two Union Pacific merger subsidiaries. As of the October 6, 2025 record date, 593,127,035 shares were outstanding, and about 79% of those shares were represented at the meeting, constituting a quorum.

The share issuance proposal passed with 465,888,036 votes for, 2,214,119 against, and 786,729 abstentions. Shareholders also approved an adjournment proposal, though no adjournment was ultimately needed. Completion of the two-step merger structure remains subject to various conditions, including receipt of certain regulatory approvals. Union Pacific issued a press release on November 14, 2025 announcing these voting results.

Insights

M&A and corporate governance analyst

Shareholders cleared a key hurdle for Union Pacific’s merger with Norfolk Southern.

The special meeting shows strong shareholder backing for Union Pacific’s planned acquisition of Norfolk Southern. Holders approved the issuance of Union Pacific common stock required by the merger agreement, with 465,888,036 votes in favor versus 2,214,119 against and 786,729 abstentions. Turnout was high, with about 79% of the 593,127,035 shares outstanding as of October 6, 2025 represented, indicating broad engagement on this transaction.

The two-step structure described—an initial merger of Norfolk Southern into a Union Pacific subsidiary followed by a second merger into another subsidiary—would result in Norfolk Southern becoming an indirect, wholly owned subsidiary of Union Pacific if completed. However, completion remains subject to various conditions, including regulatory approvals explicitly noted as outstanding, so timing and final terms depend on those processes.

Shareholders also approved an adjournment proposal designed to allow more time to solicit proxies if needed, receiving 443,263,243 votes for and 24,770,175 against, though no adjournment was ultimately used. Future company communications and required regulatory decisions will determine when, and under what conditions, the merger closes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2025 (November 14, 2025)

______________________________________

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________

Utah			1-6075			13-2626465
(State or other jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1400 Douglas Street, Omaha, Nebraska			68179
(Address of principal executive offices)			(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

______________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common Stock (Par Value $2.50 per share)

UNP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ☐

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

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 14, 2025, Union Pacific Corporation (“Union Pacific”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”) by and among Union Pacific, Norfolk Southern Corporation, a Virginia corporation (“Norfolk Southern”), Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of Union Pacific (“Merger Sub 1”), and Ruby Merger Sub 2 LLC, a Virginia limited liability company and a direct wholly owned subsidiary of Union Pacific (“Merger Sub 2”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub 1 will merge with and into Norfolk Southern (the “First Merger”), with Norfolk Southern surviving the First Merger as a direct, wholly owned subsidiary of Union Pacific, and (ii) immediately thereafter, Norfolk Southern will merge with and into Merger Sub 2 (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Union Pacific.

As of the close of business on October 6, 2025, the record date for the Special Meeting, there were 593,127,035 shares of common stock, par value $2.50 per share, of Union Pacific (“Union Pacific common stock”) issued and outstanding, each of which was entitled to one (1) vote for each proposal at the Special Meeting. At the Special Meeting, a total of 468,888,884 shares of Union Pacific common stock, representing approximately 79% of the shares of Union Pacific common stock outstanding and entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.

At the Special Meeting, Union Pacific shareholders considered the following matters:

•the proposal to approve the issuance of Union Pacific common stock pursuant to the Merger Agreement (the “Share Issuance Proposal”); and

•the proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal (the “Adjournment Proposal”).

Each of the proposals were approved by the requisite vote of Union Pacific shareholders. The final voting results for each proposal are described below. For more information on the Share Issuance Proposal and the Adjournment Proposal, see the final prospectus filed by Union Pacific with the Securities and Exchange Commission on October 1, 2025.

Proposal 1 – The Share Issuance Proposal

The Shareholders approved the issuance of Company common stock, par value $2.50 per share, pursuant to the Merger Agreement by and among the Company, Merger Sub 1, Merger Sub 2, and Norfolk Southern, as may be amended from time to time (the Share Issuance Proposal), by the following count:

Votes For			Votes Against			Abstentions
465,888,036			2,214,119			786,729

Proposal 2 – The Union Pacific Adjournment Proposal

The Shareholders approved, the adjournment of the Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Meeting to approve the Share Issuance Proposal, by the following count:

Votes For			Votes Against			Abstentions
443,263,243			24,770,175			855,466

With respect to the Adjournment Proposal, although there were sufficient votes to approve the Adjournment Proposal, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

Pursuant to the terms of the Merger Agreement, the completion of the Mergers remains subject to various conditions, including the receipt of certain regulatory approvals.

Item 8.01 Other Events.

On November 14, 2025, Union Pacific issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1			Press Release of Union Pacific, dated November 14, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 17, 2025

			UNION PACIFIC CORPORATION
			By:			/s/ Christina B. Conlin
						Christina B. Conlin
						Senior Vice President, Chief Legal Officer, and
						Corporate Secretary

FAQ

What did Union Pacific (UNP) shareholders approve at the special meeting?

Shareholders approved the issuance of Union Pacific common stock required under the Agreement and Plan of Merger among Union Pacific, two Union Pacific merger subsidiaries, and Norfolk Southern Corporation, clearing a key corporate step for the planned merger structure.

How strong was shareholder support for Union Pacific’s merger-related share issuance?

The share issuance proposal received 465,888,036 votes for, with 2,214,119 against and 786,729 abstentions, showing very strong support among voting shareholders for the merger-related issuance of Union Pacific common stock.

What was the shareholder turnout at Union Pacific’s November 14, 2025 special meeting?

As of the October 6, 2025 record date, there were 593,127,035 Union Pacific shares outstanding, and 468,888,884 shares were represented at the special meeting, corresponding to approximately 79% of the shares entitled to vote.

Did Union Pacific shareholders approve the adjournment proposal and was it used?

Shareholders approved the adjournment proposal with 443,263,243 votes for, 24,770,175 against, and 855,466 abstentions, but no motion to adjourn was made because it was determined that an adjournment of the special meeting was not necessary or appropriate.

Is Union Pacific’s merger with Norfolk Southern already completed?

No. The filing states that completion of the two-step merger of Norfolk Southern into Union Pacific subsidiaries remains subject to various conditions, including receipt of certain regulatory approvals, so the transaction is not yet complete based on this information.

Did Union Pacific issue any public communication about the special meeting results?

Yes. On November 14, 2025, Union Pacific issued a press release announcing the special meeting results, which is included as Exhibit 99.1 and incorporated by reference in the report.