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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 10, 2025 (September 10, 2025)
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UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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| 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. ☐
Item 7.01 Regulation FD Disclosure.
On September 10, 2025, V. James Vena, Chief Executive Officer of Union Pacific Corporation (the Company), and Jennifer L. Hamann, Executive Vice President and Chief Financial Officer of the Company, addressed the Morgan Stanley 13th Annual Laguna Conference. Ms. Hamann provided the following third quarter 2025 commentary:
•Continued network fluidity is expected to drive strong productivity.
•Mix is anticipated to improve sequentially, however, volume trends will continue to be monitored.
•Merger-related fees and expenses totaling about $50 million are expected.
•Share repurchases have been paused 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.
This Form 8-K disclosure contains forward-looking statements that are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors, including risk factors, regarding forward-looking information and these risks and uncertainties are discussed in the Company’s filings with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 10, 2025
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| UNION PACIFIC CORPORATION |
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| | |
| By: | /s/ Jennifer L. Hamann |
| | Jennifer L. Hamann |
| | Executive Vice President and Chief Financial Officer |