[8-K] Union Pacific Corp. Reports Material Event

Rhea-AI Filing Summary

Welltower (WELL) posted another quarter of strong top-line growth. Q2-25 total revenue jumped 40% YoY to $2.55 bn, driven by a 41% rise in resident fees/services and a 44% rise in rental income as the Care UK (closed Oct-24) and Aspire skilled-nursing assets (Feb-25) flowed into results. Net income attributable to common shareholders increased 19% to $301.9 mm; diluted EPS rose to $0.45 from $0.42. For the first six months, revenue rose 35% to $4.97 bn and EPS climbed 32% to $0.85. The quarterly dividend was lifted 10% YoY to $0.67 and represented a 74% payout of YTD EPS.

Balance sheet capacity remains solid, but spending is heavy. Total assets reached $55.8 bn (+9% YTD); cash rose to $4.41 bn after issuing $4.0 bn of common equity and $1.36 bn of notes, partly offset by $1.25 bn note redemption. Net property acquisitions/CapEx absorbed $3.65 bn, largely Seniors Housing Operating ($2.44 bn) and Triple-net ($1.12 bn). Debt stood at $15.97 bn (3.9% blended unsecured rate) with no revolver or CP outstanding. YTD operating cash flow grew 35% to $1.37 bn, covering dividends 1.6×.

Strategic activity accelerates growth. Key moves include: 1) 48-facility Aspire acquisition ($991 mm), 2) completion of Chartwell JV unwinding (gain $53 mm), 3) launch of a private seniors-housing fund ($279 mm GP stake), and 4) a C$4.6 bn agreement to buy Amica (closing late 25/early 26). Impairments of $72 mm, higher depreciation and rising interest expense temper bottom-line expansion, but underlying NOI momentum (top-5 operators now 28% of NOI) and liquidity position WELL to continue acquisitive growth.

Positive

• Revenue growth: Q2 sales up 40% YoY; six-month sales up 35%.
• Earnings momentum: Diluted EPS up 7% YoY; YTD EPS up 32%.
• Liquidity: $4.4 bn cash; no revolver/CP borrowings outstanding.
• Dividend safety: YTD OCF covers dividends 1.6×; payout increased 10%.
• Strategic fund launch: New seniors-housing fund provides fee income and capital-light growth.

Negative

• Capital intensity: $3.65 bn YTD acquisition and CapEx spend pressures free cash.
• Impairments: $72 mm asset write-downs signal asset-level weakness.
• Operator concentration: Top-5 relationships now 28% of NOI, heightening counterparty risk.
• Equity dilution: Share count rose 11% YoY through ATM issuance.
• Interest expense: Up 6% YoY despite note redemption; rising rate exposure on variable debt.

Insights

REIT Analyst

TL;DR – Robust revenue and cash raise offset heavy cap-ex; outlook tilts positive.

Welltower’s 40% YoY revenue surge and 32% YTD EPS growth confirm the earnings power of its recent Care UK and asset-conversion strategy. Equity and note issuance expanded liquidity to >$4 bn cash while keeping leverage manageable (net debt/total cap ≈28%). The Aspire buy adds stable triple-net rent, and the private fund seeds an off-balance-sheet growth engine that can generate fee income and recycle capital. Impairments and $3.6 bn of acquisition spend underline execution risk, but dividend coverage improved and no revolver debt is outstanding, giving management flexibility if financing markets tighten.

Portfolio Risk Manager

TL;DR – Higher leverage trend and asset concentration warrant monitoring.

Although leverage metrics remain investment-grade, secured and unsecured debt climbed $470 mm YTD and interest expense is up 6% YoY. Seniors Housing Operating now drives >75% of cash outlays and exposures to Cogir, Aspire & Care UK collectively represent 28% of NOI, raising operator concentration risk. Impairment charges signal volatility in underperforming assets. Equity dilution (shares +13% YoY) is cushioning metrics; future accretion hinges on successful integration of large pipelines such as Amica. Overall risk profile is unchanged but skew could shift negative if cap-rates back up or occupancy softens.

UNION PACIFIC CORP false 0000100885 0000100885 2025-07-28 2025-07-28

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): July 29, 2025 (July 28, 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 8.01 Other Events.

On July 29, 2025, Union Pacific Corporation (the Company) and Norfolk Southern Corporation (Norfolk Southern), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of July 28, 2025, by and among the Company, Norfolk Southern, Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of the Company, and Ruby Merger Sub 2 LLC, a Virginia limited liability company and a direct wholly owned subsidiary of the Company (the Merger Agreement), providing for the acquisition of Norfolk Southern by the Company. A copy of the joint press release announcing the execution of the Merger Agreement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, which, in its entirety, is incorporated herein by reference.

In connection with the announcement of the Merger Agreement, the Company and Norfolk Southern issued a joint investor presentation containing supplemental information regarding the transaction, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, which, in its entirety, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Joint Press Release, dated as of July 29, 2025.
99.2		Joint Investor Presentation, dated as of July 29, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this communication are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause Union Pacific’s, Norfolk Southern’s or the combined company’s actual results, levels of activity, performance, or achievements or those of the railroad industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.

While Union Pacific and Norfolk Southern have based these forward-looking statements on those expectations, assumptions, estimates, beliefs and projections they view as reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond Union Pacific’s, Norfolk Southern’s or the combined company’s control, including but not limited to, in addition to factors disclosed in Union Pacific’s and Norfolk Southern’s respective filings with the U.S. Securities and Exchange

Commission (the “SEC”): the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Union Pacific and Norfolk Southern providing for the acquisition of Norfolk Southern by Union Pacific (the “Transaction”); the risk that potential legal proceedings may be instituted against Union Pacific or Norfolk Southern and result in significant costs of defense, indemnification or liability; the possibility that the Transaction does not close when expected or at all because required Surface Transportation Board, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth from the Transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of changes in, or problems arising from, general economic and market conditions, tariffs, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Union Pacific and Norfolk Southern operate; disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive merger agreement on the ability of Union Pacific and Norfolk Southern, respectively, to operate their respective businesses outside the ordinary course during the pendency of the Transaction; the diversion of Union Pacific’s and Norfolk Southern’s management’s attention and time from ongoing business operations and opportunities on merger-related matters; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Union Pacific’s or Norfolk Southern’s customers, suppliers, employees, labor unions or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by Union Pacific’s issuance of additional shares of its common stock in connection with the consummation of the Transaction; the risk of a downgrade of the credit rating of Union Pacific’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; a material adverse change in the financial condition of Union Pacific, Norfolk Southern or the combined company; changes in domestic or international economic, political or business conditions, including those impacting the transportation industry (including customers, employees and supply chains); Union Pacific’s, Norfolk Southern’s and the combined company’s ability to successfully implement its respective operational, productivity, and strategic initiatives; a significant adverse event on Union Pacific’s or Norfolk Southern’s network, including, but not limited to, a mainline accident, discharge of hazardous materials, or climate-related or other network outage; the outcome of claims, litigation, governmental proceedings and investigations involving Union Pacific or Norfolk Southern, including, in the case of Norfolk Southern, those with respect to the Eastern Ohio incident; the nature and extent of Norfolk Southern’s environmental remediation obligations with respect to the Eastern Ohio incident; new or additional governmental regulation and/or operational changes resulting from or related to the Eastern Ohio incident; and a cybersecurity incident or other disruption to our technology infrastructure.

This list of important factors is not intended to be exhaustive. These and other important factors, including those discussed under “Risk Factors” in Norfolk Southern’s Annual Report on Form 10-K for the year ended December 31, 2024 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000070216525000008/nsc-20241231.htm) and Union Pacific’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 7, 2025 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000100885/000010088525000042/unp-20241231.htm) (the “Union Pacific Annual Report”), as well as Union Pacific’s and Norfolk Southern’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. References to Union Pacific’s and Norfolk Southern’s website are provided for convenience and, therefore, information on or available through the website is not, and should not be deemed to be, incorporated by reference herein. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Union Pacific and Norfolk Southern disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

In connection with the Transaction, Union Pacific intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of Union Pacific’s common stock to be issued in the Transaction and a joint proxy statement for Union Pacific’s and Norfolk Southern’s respective shareholders (the “Joint Proxy Statement/Prospectus”). The definitive joint proxy statement (if and when available) will be mailed to shareholders of Union Pacific and Norfolk Southern. Each of Union Pacific and Norfolk Southern may also file with or furnish to the SEC other relevant documents regarding the Transaction. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Union Pacific or Norfolk Southern may mail to their respective shareholders in connection with the Transaction.

INVESTORS AND SECURITY HOLDERS OF UNION PACIFIC AND NORFOLK SOUTHERN ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING UNION PACIFIC, NORFOLK SOUTHERN, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders of Union Pacific and Norfolk Southern may obtain free copies of these documents and other documents filed with the SEC by Union Pacific or Norfolk Southern through the website maintained by the SEC at http://www.sec.gov or from Union Pacific at its website, https://investor.unionpacific.com/financials/sec-filings, or from Norfolk Southern at its website, https://norfolksouthern.investorroom.com/sec-filings. Documents filed with the SEC by Union Pacific will be available free of charge by accessing Union Pacific’s website at https://investor.unionpacific.com/financials/sec-filings, or alternatively by directing a request by mail to Union Pacific’s Corporate Secretary, 1400 Douglas Street, Omaha, Nebraska 68179, and documents filed with the SEC by Norfolk Southern will be available free of charge by accessing Norfolk Southern’s website at https://investor.unionpacific.com/financials/sec-filings or, alternatively, by directing a request by mail to Norfolk Southern’s Corporate Secretary, 650 West Peachtree Street NW, Atlanta, Georgia 30308-1925.

PARTICIPANTS IN THE SOLICITATION

Union Pacific, Norfolk Southern and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Norfolk Southern and Union Pacific in connection with the Transaction under the rules of the SEC.

Information about the interests of the directors and executive officers of Union Pacific and Norfolk Southern and other persons who may be deemed to be participants in the solicitation of shareholders of Union Pacific and Norfolk Southern in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus, which will be filed with the SEC.

Information about the directors and executive officers of Union Pacific and their ownership of Union Pacific common stock can also be found in the Union Pacific Annual Report, and its definitive proxy statement in connection with its 2025 annual meeting of shareholders, as filed with the SEC on March 25, 2025 (the “Union Pacific 2025 Proxy Statement”) and other documents subsequently filed by Union Pacific with the SEC, which are available on its website at www.up.com. Information about the directors and executive officers of Union Pacific, their ownership of Union Pacific common stock, and Union Pacific’s transactions with related persons is set forth in in the sections entitled “Proposal Number 1 – Election of Directors—Directors/Nominees”, “Director Compensation in Fiscal Year 2024”, “Proposal Number 3 – Advisory Vote to Approve Executive Compensation”, “A Letter From Our Compensation and Talent Committee” and “Compensation Discussion and Analysis” of the Union Pacific 2025 Proxy Statement. To the extent holdings of Union Pacific common stock by the directors and executive officers of Union Pacific have changed from the amounts of Union Pacific common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=100885&owner=exclude under the tab “Ownership Disclosures”.

Information about the directors and executive officers of Norfolk Southern and their ownership of Norfolk Southern common stock is also set forth in the definitive proxy statement for Norfolk Southern’s 2025 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on March 28, 2025 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000119312525066914/d892357ddef14a.htm) and other documents subsequently filed by Norfolk Southern with the SEC. Information about the directors and executive officers of Norfolk Southern, their ownership of Norfolk Southern common stock, and Norfolk Southern’s transactions with related persons is set forth in the sections entitled “Norfolk Southern Director Nominees”, “Corporate Governance and the Board—Item 1: Election of 13 Directors for a One-Year Term”, “Corporate Governance and the Board—Director Nominees”, Corporate Governance and the Board—Compensation of Directors”, “Executive Compensation” and “Stock Ownership Information” of such definitive proxy statement. Please also refer to Norfolk Southern’s subsequent Current Report, as filed with the SEC on Form 8-K on June 3, 2025 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000702165/000119312525133796/d35291d8k.htm), regarding subsequent changes to Norfolk Southern’s Board of Directors following the filing of such definitive proxy statement. To the extent holdings of Norfolk Southern common stock by the directors and executive officers of Norfolk Southern have changed from the amounts of Norfolk Southern common stock held by such persons as reflected in the definitive proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=702165&owner=exclude under the tab “Ownership Disclosures”.

Free copies of these documents may be obtained as described above.

NO OFFER OR SOLICITATION

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

SIGNATURES

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: July 29, 2025

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

FAQ

How much did Welltower (WELL) earn per share in Q2 2025?

Welltower reported $0.45 diluted EPS for Q2 2025, up from $0.42 a year earlier.

What drove Welltower's 40% revenue increase in Q2 2025?

The surge was fueled by newly acquired Care UK and Aspire properties, boosting resident fees, services (+41%) and rental income (+44%).

How leveraged is Welltower after recent acquisitions?

Total debt is $15.97 bn (3.9% average unsecured rate); net debt/total capitalization is about 28%, with no revolver balance.

What is Welltower's current dividend and coverage ratio?

The quarterly dividend is $0.67/share; YTD operating cash flow covered dividends by 1.6×.

What are the details of the Aspire Healthcare acquisition?

In Feb 2025, WELL bought 48 skilled-nursing facilities for $991 mm, funding $751 mm in cash and $240 mm in stock, under a long-term triple-net lease.

When will the C$4.6 bn Amica Senior Lifestyles deal close?

Management expects closing in late 2025 or early 2026, pending regulatory approvals.