Union Pacific CORP 8-K Filing

Key Financial Figures

• $2.50 — ich registered Common Stock (Par Value $2.50 per share) UNP New York Stock Excha
• $6,663 m — justed EBITDA as of January 1, 2027, of $6,663 million, then subtracted the amount of No
• $13.8 billion — orfolk Southern's estimated net debt of $13.8 billion as of January 1, 2027 , and then divide
• $174 — s for Norfolk Southern common stock was $174 to $300 per share. Morgan Stanley also
• $300 — rfolk Southern common stock was $174 to $300 per share. Morgan Stanley also noted th
• $278 — price targets for Norfolk Southern was $278 per share. The public market trading pr
• $13,664 m — justed EBITDA as of January 1, 2027, of $13,664 million, then subtracted the amount of Un
• $34.4 billion — of Union Pacific estimated net debt of $34.4 billion as of January 1, 2027 , and then divide
• $202 — gets for Union Pacific common stock was $202 to $275 per share . Morgan Stanley also
• $275 — Union Pacific common stock was $202 to $275 per share . Morgan Stanley also noted t
• $262 — ker price targets for Union Pacific was $262 per share. The public market trading pr
• $174.00 — ts for Norfolk Southern common stock of $174.00 to $300.00 and a present value of $157.
• $300.00 — olk Southern common stock of $174.00 to $300.00 and a present value of $157.50 to $271.
• $157.50 — 74.00 to $300.00 and a present value of $157.50 to $271.50 (each rounded to the nearest
• $271.50 — 00.00 and a present value of $157.50 to $271.50 (each rounded to the nearest $0.25) whe

Filing Documents

• d84472d8k.htm (8-K) — 102KB
• 0001193125-25-270046.txt ( ) — 223KB
• unp-20251106.xsd (EX-101.SCH) — 3KB
• unp-20251106_lab.xml (EX-101.LAB) — 17KB
• unp-20251106_pre.xml (EX-101.PRE) — 11KB
• d84472d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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 6, 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. Item8.01 Other Events. As previously disclosed, on July 28, 2025, Union Pacific Corporation, a Utah corporation (" Union Pacific ") entered into an 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. On September 16, 2025, Union Pacific filed a registration statement on Form S-4 (the " Registration Statement ") with the SEC, which includes a prospectus with respect to the shares of Union Pacific's common stock to be issued in the First Merger and a joint proxy statement for Union Pacific's and Norfolk Southern's respective shareholders. The Registration Statement was declared effective on September 30, 2025, and Union Pacific filed a final prospectus on October 1, 2025, and Norfolk Southern filed a definitive proxy statement on October 1, 2025 (together, the " Joint Proxy Statement/Prospectus "). Union Pacific and Norfolk Southern commenced mailing the Joint Proxy Statement/Prospectus to their respective shareholders on or about October 10, 2025. Each of Union Pacific and Norfolk Southern will hold a special meeting of its shareholders on November 14, 2025 in connection with the transactions contemplated by the Merger Agreement as further described in the Joint Proxy Statement/Prospectus. Litigation Related to the Mergers Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, three lawsuits challenging the Mergers have been filed in New York Supreme Court (each, a " Lawsuit " and, collectively, the " Lawsuits "). The first Lawsuit, captioned Welsh v. Norfolk Southern Corp . et al. (No. 659329/2025) was filed on October 23, 2025. The second Lawsuit, captioned Scott v. Norfolk Southern Corp. et al. (No. 659334/2025) was on October 24, 2025. The third Lawsuit, captioned Siegel v. Dillon et al. (No. 659322/2025) was filed on October 26, 2025. In addition, Union Pacific and Norfolk Southern have each received demand letters from certain purported shareholders of Union Pacific and Norfolk Southern, as applicable, that alleg

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