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Union Pacific Corp. 8-K Filings

UNP NYSE

Every 8-K that Union Pacific Corp. (UNP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow UNP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UNP filings page.

Rhea-AI Summary

Union Pacific Corporation reported strong second quarter 2026 results, with net income of $1.993 billion, up 6% from $1.876 billion, and diluted EPS of $3.36, up 7% from $3.15. Adjusted net income was $2.028 billion, up 12%, and adjusted diluted EPS reached $3.41, up 13%. Total operating revenue rose 12% to $6.864 billion, driven by a 12% increase in freight revenue, including 21% growth in Premium segment freight revenue and 8% growth in Industrial freight revenue.

The reported operating ratio was 59.7%, with an adjusted operating ratio of 59.2%; higher fuel prices increased fuel expense 63% and adversely impacted operating ratio by 120 basis points. Year-to-date, Union Pacific generated $5.516 billion of cash from operations and $1.812 billion of free cash flow, while investing $1.810 billion in capital, supporting a capital plan of $3.3 billion and continued dividends. Debt to net income stood at 4.1x, and adjusted debt to adjusted EBITDA at 2.5x. The 2026 outlook is described as improved, with reported EPS growth targeted in the high-single digits, consistent with a three-year EPS CAGR goal of high-single to low-double digits through 2027. Union Pacific also discusses a definitive merger agreement to acquire Norfolk Southern, highlighting regulatory, integration, financing, and execution risks around the proposed transaction.

Rhea-AI Summary

Union Pacific Corporation reported the results of its Annual Meeting of Shareholders held on May 14, 2026. Of 593,678,300 shares outstanding and entitled to vote, 538,870,394 were represented in person or by proxy, establishing a 90.76% quorum.

Shareholders elected all nominated directors to one-year terms ending at the next annual meeting. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the executive compensation program.

Rhea-AI Summary

Union Pacific Corporation reported first quarter 2026 net income of $1.7 billion, or $2.87 diluted EPS, including $36 million of merger costs. Adjusted net income was $1.7 billion, or $2.93 adjusted diluted EPS, up from $1.6 billion and $2.70 a year earlier.

Operating revenue reached $6.2 billion, a 3% increase, with freight revenue of $5.9 billion up 4%. The reported operating ratio improved to 60.5%, and the adjusted operating ratio improved to 59.9%. Free cash flow rose to $631 million on cash from operations of $2.44 billion and $988 million of investing outflows.

The company highlighted record first-quarter operating revenue, operating income, net income and freight revenue, alongside better safety and efficiency metrics such as higher freight car velocity and lower fuel consumption rate. Management affirmed its 2026 outlook, targeting mid-single digit reported EPS growth, operating ratio improvement, a $3.3 billion capital plan, and consistent annual dividend increases while it advances regulatory approvals for its planned acquisition of Norfolk Southern.

Rhea-AI Summary

Union Pacific Corporation filed a current report stating that it has released its financial results for the quarter and full year ended December 31, 2025. The company issued a press release on January 27, 2026, and attached it as Exhibit 99.1. This report is mainly a formal notice that the earnings information has been made public and furnished to investors through the exhibit.

The filing itself does not summarize the revenue, profit, or other performance metrics, but directs readers to the accompanying press release for detailed results. The report is signed by the Executive Vice President and Chief Financial Officer, confirming it as an official communication of the company’s operating and financial condition for that period.

Rhea-AI Summary

Union Pacific Corporation reported that, on December 19, 2025, it and Norfolk Southern Corporation filed an application with the Surface Transportation Board seeking approval for a proposed combination in which Union Pacific would acquire Norfolk Southern. The companies also issued a joint press release and held an analyst conference call to explain key points of the application, with the release and call transcript furnished as exhibits to this report and made available on their investor websites.

The filing emphasizes that the merger remains subject to regulatory and other closing conditions and includes extensive cautionary language about forward‑looking statements. It highlights risks such as potential termination of the merger agreement, regulatory approvals that may impose conditions, integration challenges, possible cost increases, credit rating pressure, dilution from issuing additional Union Pacific shares, and ongoing legal and environmental matters, including those related to Norfolk Southern’s Eastern Ohio incident.

Rhea-AI Summary

Union Pacific Corporation announced that its Board of Directors has elected W. Anthony Will, age 60, as a director effective January 5, 2026. He will also serve on the Board’s Audit and Finance Committees, which oversee financial reporting, controls and capital matters.

Will is currently President and Chief Executive Officer of CF Industries Holdings, Inc., and will retire from that role on January 4, 2026. He will then serve as an employee and Senior Advisor at CF Industries until March 15, 2026, and remain on CF Industries’ board until its 2026 annual meeting. The Union Pacific Board determined that he is independent under New York Stock Exchange listing standards and the company’s own independence criteria and that he has no material relationship with Union Pacific or its consolidated subsidiaries.

Rhea-AI 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.

Rhea-AI Summary

Union Pacific Corporation reported supplemental disclosures tied to its pending merger with Norfolk Southern and noted three New York lawsuits and shareholder demand letters alleging disclosure deficiencies. The companies dispute the claims but are providing additional details to moot them. Special shareholder meetings are set for November 14, 2025.

The added disclosures outline key valuation inputs used by advisors. BofA’s pro forma analysis assumes approximately 27.5% ownership for Norfolk Southern holders based on 225.152 million Union Pacific shares to be issued, $88.82 per-share cash consideration, and incremental transaction net debt of $20.4 billion. Morgan Stanley’s discounted equity analyses applied AV/NTM Adjusted EBITDA ratios of 11.5x–13.5x for Norfolk Southern (NTM EBITDA $6,663 million, net debt $13.8 billion) and 12.5x–14.5x for Union Pacific (NTM EBITDA $13,664 million, net debt $34.4 billion). Analyst price targets cited ranged from $174–$300 for Norfolk Southern and $202–$275 for Union Pacific.

Rhea-AI Summary

Union Pacific Corporation filed an 8-K to report that, on October 23, 2025, it issued a press release announcing its financial results for the quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 and is incorporated by reference. This disclosure is made under Item 2.02 – Results of Operations and Financial Condition. Union Pacific’s common stock trades on the NYSE under the symbol UNP.

Rhea-AI Summary

Union Pacific Corporation provided third quarter 2025 commentary at the Morgan Stanley 13th Annual Laguna Conference. Management expects continued network fluidity to support strong productivity, with business mix anticipated to improve sequentially while volume trends are closely monitored.

The company expects merger-related fees and expenses totaling about $50 million. It also stated that share repurchases have been paused under the terms of the Agreement and Plan of Merger among Union Pacific Corporation, Norfolk Southern Corporation, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC.