Union Pacific SEC Filings

Union Pacific filed a Rule 425 communication about its proposed acquisition of Norfolk Southern, emphasizing a safety-first combination that it says would create a coast‑to‑coast freight network. The message highlights current safety metrics and investments: nearly 90 hours of training averaged per employee annually, 10K first responders trained, and $5.6B each year to strengthen tracks, trains and crossings.

The companies cite technology such as automated inspections, real‑time network control and remote switching, alongside reported improvements including Union Pacific’s 23% injury‑rate reduction and 20% fewer derailments, and Norfolk Southern’s 40% cut in mainline accidents. The Registration Statement on Form S‑4 was declared effective on September 30, 2025, and the definitive joint proxy statement/prospectus was filed on October 1, 2025.

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.

Union Pacific (UNP): EVP Marketing & Sales Kenyatta G. Rocker reported a charitable gift of 23 shares of common stock (Transaction Code G) on 11/04/2025 at a stated price of $0.0. Following the transaction, the executive directly owns 52,157.1007 shares.

Reported indirect holdings include 350 shares by a Deferral Account, 2,035.2976 shares by a Managed Account, and 1,278.0453 shares by spouse. The filing notes the contribution was made to a non‑affiliated entity.

Union Pacific (UNP) reported Q3 2025 results with total operating revenues of $6.244 billion, net income of $1.788 billion, diluted EPS of $3.01, and an operating ratio of 59.2% (improved 1.1 points year over year). Freight revenues rose 3% to $5.927 billion as core pricing and mix offset lower fuel surcharges, with strength in Bulk and Industrial and softer Premium due to a 17% decline in international intermodal.

Year to date, operating cash flow reached $7.065 billion, funding $2.792 billion of capital investments, $2.679 billion of share repurchases, and $2.418 billion of dividends. The company issued $2.0 billion of unsecured notes (5.100% due 2035 and 5.600% due 2054) under a $20.0 billion shelf authorization and ended the quarter with $68.647 billion in assets and $17.304 billion of equity. As of October 17, 2025, 593,160,889 common shares were outstanding.

Strategic update: UNP agreed to acquire Norfolk Southern, with each NSC share to receive one UNP share plus $88.82 in cash; approximately 224.8 million UNP shares and about $20 billion cash are expected, subject to shareholder approvals and Surface Transportation Board clearance. Special meetings are set for November 14, 2025, and share repurchases are paused pending the transaction.

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.

Union Pacific (UNP) insider transaction: EVP & Chief Information Officer Rahul Jalali reported purchasing 0.142 shares of Union Pacific common stock on 10/10/2025 at $225.45 per share. The filing states the purchase was made pursuant to the 2021 Employee Stock Purchase Plan. After this transaction, he beneficially owns 28,808.002 shares directly.

Union Pacific (UNP) reported an insider purchase by an officer. On 10/10/2025, the EVP Chief Legal Officer & Corp acquired 7.651 shares of common stock at $225.45 per share, pursuant to the 2021 Employee Stock Purchase Plan.

Following this transaction, the reporting person beneficially owns 5,218.592 shares, held directly.

Union Pacific (UNP) officer Carrie J. Powers reported an open market acquisition under the company’s plan. On 10/10/2025, she acquired 6.765 shares of common stock at $225.45 per share pursuant to the 2021 Employee Stock Purchase Plan.

Following this transaction, her holdings total 7,400.308 shares held directly and 952.793 shares held indirectly by a managed account.

Union Pacific (UNP) executive Kenyatta G. Rocker reported an open‑market purchase under the company’s 2021 Employee Stock Purchase Plan. On 10/10/2025, he acquired 3.18 shares of common stock at $225.45 per share, marked as an indirect holding by spouse.

Following the transaction, reported holdings were: 52,180.1007 shares direct; 1,278.0453 indirect by spouse; 350 indirect by deferral account; and 2,035.2976 indirect by managed account.