Welcome to our dedicated page for Union Pacific SEC filings (Ticker: UNP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Union Pacific Corporation (UNP) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, including current reports on Form 8-K, annual reports on Form 10-K and other key documents. Union Pacific is a major freight railroad operating in 23 western U.S. states, and its filings provide detailed insight into its operations, governance, capital structure and strategic transactions.
Recent Form 8-K filings highlight Union Pacific’s Agreement and Plan of Merger with Norfolk Southern Corporation. These reports describe the planned two-step merger structure under which Norfolk Southern would become a wholly owned subsidiary of Union Pacific, subject to regulatory approvals and other conditions. Related 8-Ks cover the filing of a registration statement on Form S-4, the joint proxy statement/prospectus, special shareholder meetings, voting results on the issuance of Union Pacific shares, and the submission of a comprehensive application to the Surface Transportation Board to approve the proposed combination.
Other 8-Ks report on topics such as quarterly financial results, litigation related to the merger disclosures, and board changes, including the election of W. Anthony Will as a director and his committee assignments. These filings also include extensive cautionary language on forward-looking statements and cross-references to Union Pacific’s Form 10-K risk factors, giving investors context on regulatory, operational, financial and legal risks.
On Stock Titan, investors can use AI-powered summaries to quickly understand the substance of lengthy Union Pacific filings, from merger agreements and supplemental disclosures to earnings-related 8-Ks. Real-time updates from EDGAR ensure that new documents, including future 10-K and 10-Q reports and any Form 4 insider transaction filings, are surfaced promptly. This helps users navigate complex material, identify key terms and conditions in the Norfolk Southern transaction, and track how Union Pacific describes its performance, governance and risk profile over time.
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.
Union Pacific (UNP) Form 4: EVP Marketing & Sales Kenyatta G. Rocker reported an open market acquisition tied to the company plan on 11/10/2025. The filing shows an acquisition of 3.203 shares of common stock at $223.88, noted as “Purchase pursuant to the 2021 Employee Stock Purchase Plan.” The acquired shares are held indirectly by spouse, bringing that indirect position to 1,281.5992 shares.
Following the transaction, reported holdings include 52,157.1007 shares held directly, 350 shares held indirectly by a deferral account, and 2,035.4572 shares held indirectly by a managed account.
Union Pacific Corporation (UNP) executive Carrie J. Powers, VP & Controller, filed a Form 4 reporting an open market acquisition on 11/10/2025. She acquired 6.811 shares of common stock at a price of $223.88.
Following the transaction, Powers beneficially owns 7,407.119 shares directly and 952.868 shares indirectly through a managed account. The filing notes the purchase was made pursuant to the 2021 Employee Stock Purchase Plan.
Union Pacific (UNP): EVP Chief Legal Officer Christina B. Conlin reported a routine share purchase under the 2021 Employee Stock Purchase Plan. On 11/10/2025, she acquired 7.705 shares of common stock at $223.88 per share. Following this transaction, her directly held beneficial ownership stands at 5,226.297 shares.
Union Pacific announced that the National Conference of Firemen and Oilers supports its proposed merger with Norfolk Southern, alongside an agreement that provides NCFO members employed at closing with job security for the length of their careers, subject to usual employment requirements. The companies describe the combination as creating America’s first coast-to-coast railroad.
The communication notes standard merger risks and approvals, including Surface Transportation Board and shareholder approvals, and references previously filed registration and proxy materials. It also cautions that combining operations may not realize expected benefits and that Union Pacific may issue additional common stock in connection with the transaction, which could cause dilution.
Union Pacific issued Rule 425 communications about its proposed acquisition of Norfolk Southern (NSC) and highlighted key regulatory filings supporting the deal. The registration statement on Form S-4 was declared effective on September 30, 2025, and a final prospectus and definitive joint proxy statement/prospectus were filed on October 1, 2025.
The transaction remains subject to approvals and conditions, including the Surface Transportation Board and shareholder votes. The communication includes forward‑looking statements and outlines risks such as potential termination events, legal proceedings, integration challenges, possible dilution from Union Pacific issuing additional shares, and credit rating considerations. Investors can access the definitive materials via the SEC’s website and the companies’ investor relations pages.
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
The companies cite technology such as automated inspections, real‑time network control and remote switching, alongside reported improvements including Union Pacific’s
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.