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Form 8-K · Current Report · Filed 2025-09-10

Union Pacific Corporation Pauses Share Repurchases Due to Merger Agreement

On September 10, 2025, Union Pacific Corporation disclosed that share repurchases have been paused as per the terms of the Agreement and Plan of Merger by and among the Company, Norfolk Southern Corporation, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC.

Filer
Union Pacific Corporation UNP · NYSE
Filed
Accession
0000100885-25-000271
CIK
0000100885
Signal
High impactIndustrials

Details

Jennifer L. Hamann, Executive Vice President and Chief Financial Officer, provided commentary on the third quarter 2025, including expectations of continued network fluidity driving strong productivity and merger-related fees and expenses totaling about $50 million. This pause is a direct result of the ongoing merger process.

Items reported

Item 7.01

Regulation FD Disclosure

Regulation FD Disclosure Dividend Decrease

Market reaction

Close before filing

$216.05

Next session

-0.0%

Since filing

+35.2%

Latest close

$292.13

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from UNP reporting the same item, with the next session's move:

About Union Pacific Corporation

Union Pacific Corporation is a prominent transportation company renowned for its extensive network of railroads across the United States. As one of the largest freight transportation services in North America, it operates a significant portion of the American rail infrastructure, serving approximately 23 states across the western two-thirds of the United States. Union Pacific Corporation's primary function is to transport freight, which includes a diverse array of commodities such as agricultural products, automotive items, industrial chemicals, coal, and a wide range of consumer goods. This railroad operator plays a crucial role in the supply chain, providing essential links between producers and markets, thereby facilitating economic growth and development. The company’s operations are integral to the industries it serves, providing a reliable mode of bulk transportation and contributing to the efficiency and competitiveness of U.S. businesses. With a history dating back to 1862, Union Pacific Corporation is a fundamental pillar in the American transportation sector, representing a robust and enduring legacy in the railroad industry.

Exchange NYSE Industry Railroads Company website ↗

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