unp-20260930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 1-6075

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)


Utah			13-2626465
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


1400 Douglas Street, Omaha, Nebraska			68179
(Address of principal executive offices)			(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)


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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

As of October 16, 2026, there were 594,250,416 shares of the Registrant's Common Stock outstanding.

Table of Contents

TABLE OF CONTENTS

UNION PACIFIC CORPORATION

AND SUBSIDIARY COMPANIES


PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements:
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the three months ended Sep temb er 30, 2026 and 2025	3

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) For the three months ended September 30, 2026 and 2025	3

	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the nine months ended September 30, 2026 and 2025	4

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) For the nine months ended September 30, 2026 and 2025	4

	CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) At September 30, 2026, and December 31, 2025	5

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the nine months ended September 30, 2026 and 2025	6

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited) For the three and nine months en ded Sept ember 30, 2026 and 2025	7

	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4.	Controls and Procedures	33

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	35

Signatures		36

Certifications		37

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, except per share amounts, for the three months ended September 30,	2026		2025
Operating revenues:
Freight revenues	$	6,813	$	5,927
Other revenues	384		317
Total operating revenues	7,197		6,244
Operating expenses:
Compensation and benefits	1,264		1,214
Fuel	1,040		616
Purchased services and materials	746		683
Depreciation	643		618
Equipment and other rents	206		212
Other	355		352
Total operating expenses	4,254		3,695
Operating income	2,943		2,549
Other income, net (Note 6)	95		96
Interest expense	(312)		(327)
Income before income taxes	2,726		2,318
Income tax expense (Note 7)	(650)		(530)
Net income	$	2,076	$	1,788
Share and per share (Note 8):
Earnings per share - basic	$	3.50	$	3.02
Earnings per share - diluted	$	3.49	$	3.01
Weighted average number of shares - basic	593.7		592.4
Weighted average number of shares - diluted	594.5		593.2

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, for the three months ended September 30,	2026		2025
Net income	$	2,076	$	1,788
Other comprehensive income/(loss):
Defined benefit plans	2		(1)
Foreign currency translation	15		21
Derivative instruments	-		-
Total other comprehensive income/(loss) [a]	17		20
Comprehensive income	$	2,093	$	1,808

[a]Net of deferred taxes of ($0.5) million and $0.1 million during the three months ended September 30, 2026 and 2025, respectively.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, except per share amounts, for the nine months ended September 30,	2026		2025
Operating revenues:
Freight revenues	$	19,224	$	17,461
Other revenues	1,054		964
Total operating revenues	20,278		18,425
Operating expenses:
Compensation and benefits	3,731		3,675
Fuel	2,621		1,795
Purchased services and materials	2,128		1,956
Depreciation	1,914		1,841
Equipment and other rents	639		683
Other	1,081		1,030
Total operating expenses	12,114		10,980
Operating income	8,164		7,445
Other income, net (Note 6)	291		297
Interest expense	(945)		(984)
Income before income taxes	7,510		6,758
Income tax expense (Note 7)	(1,740)		(1,468)
Net income	$	5,770	$	5,290
Share and per share (Note 8):
Earnings per share - basic	$	9.72	$	8.88
Earnings per share - diluted	$	9.71	$	8.87
Weighted average number of shares - basic	593.4		595.8
Weighted average number of shares - diluted	594.0		596.7

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, for the nine months ended September 30,	2026		2025
Net income	$	5,770	$	5,290
Other comprehensive income/(loss):
Defined benefit plans	1		-
Foreign currency translation	52		51
Derivative instruments	(1)		-
Total other comprehensive income/(loss) [a]	52		51
Comprehensive income	$	5,822	$	5,341

[a]Net of deferred taxes of ($0.6) million and ($1.8) million during the nine months ended September 30, 2026 and 2025, respectively.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Financial Position (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, except share and per share amounts	Sep. 30, 2026		Dec. 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	2,211	$	1,266
Short-term investments (Note 13)	875		250
Accounts receivable, net (Note 10)	2,140		1,860
Materials and supplies	985		787
Other current assets	306		392
Total current assets	6,517		4,555
Investments	3,030		2,885
Properties, net (Note 11)	60,626		59,645
Operating lease assets	801		1,036
Other assets	1,635		1,577
Total assets	$	72,609	$	69,698
Liabilities and common shareholders' equity
Current liabilities:
Accounts payable and other current liabilities (Note 12)	$	4,316	$	3,494
Debt due within one year (Note 14)	1,289		1,520
Total current liabilities	5,605		5,014
Debt due after one year (Note 14)	29,035		30,294
Operating lease liabilities	563		738
Deferred income taxes	13,640		13,421
Other long-term liabilities	1,748		1,764
Commitments and contingencies (Note 15)
Total liabilities	50,591		51,231
Common shareholders' equity:
Common shares, $2.50 par value, 1,400,000,000 authorized; 1,113,353,519 and
1,113,161,191 issued; 594,223,957 and 593,245,884 outstanding, respectively	2,783		2,783
Paid-in-surplus	5,743		5,589
Retained earnings	72,816		69,529
Treasury stock	(58,785)		(58,843)
Accumulated other comprehensive loss (Note 9)	(539)		(591)
Total common shareholders' equity	22,018		18,467
Total liabilities and common shareholders' equity	$	72,609	$	69,698

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Cash Flows (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions, for the nine months ended September 30,	2026		2025
Operating activities
Net income	$	5,770	$	5,290
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	1,914		1,841
Deferred and other income taxes	207		172
Other operating activities, net	32		6
Changes in current assets and liabilities:
Accounts receivable, net	(280)		(27)
Materials and supplies	(198)		(13)
Other current assets	19		1
Accounts payable and other current liabilities	22		(324)
Income and other taxes	816		119
Cash provided by operating activities	8,302		7,065
Investing activities
Capital investments	(2,834)		(2,792)
Purchases of short-term investments	(975)		-
Maturities of short-term investments	350		-
Other investing activities, net	3		1
Cash used in investing activities	(3,456)		(2,791)
Financing activities
Dividends paid	(2,484)		(2,418)
Debt repaid	(1,519)		(1,424)
Share repurchase programs (Note 16)	(26)		(2,679)
Debt issued (Note 14)	-		1,995


Other financing activities, net	121		54
Cash used in financing activities	(3,908)		(4,472)
Net change in cash, cash equivalents, and restricted cash	938		(198)
Cash, cash equivalents, and restricted cash at beginning of year	1,280		1,028
Cash, cash equivalents, and restricted cash at end of period	$	2,218	$	830
Supplemental cash flow information
Non-cash investing and financing activities:
Capital investments accrued but not yet paid	$	198	$	190

Cash paid during the period for:
Income taxes, net of refunds	$	(340)	$	(841)
Interest, net of amounts capitalized	(1,070)		(1,083)
Reconciliation of cash, cash equivalents, and restricted cash
to the Condensed Consolidated Statement of Financial Position:
Cash and cash equivalents	$	2,211	$	808
Restricted cash equivalents in other current assets	1		17
Restricted cash equivalents in other assets	6		5
Total cash, cash equivalents, and restricted cash equivalents per above	$	2,218	$	830

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Changes in Common Shareholders’ Equity (Unaudited)

Union Pacific Corporation and Subsidiary Companies


Millions	Common shares	Treasury shares	Common shares		Paid-in-surplus		Retained earnings		Treasury stock		AOCI [a]		Total
Balance at July 1, 2025	1,113.2	(520.2)	$	2,783	$	5,505	$	67,532	$	(58,870)	$	(692)	$	16,258
Net income			-		-		1,788		-		-		1,788
Other comprehensive income/(loss)			-		-		-		-		20		20
Conversion, stock option exercises, forfeitures, ESPP, and other [b]	-	0.2	-		43		-		14		-		57
Share repurchase programs (Note 16)	-	-	-		-		-		-		-		-
Dividends declared ($1.38 per share)	-	-	-		-		(819)		-		-		(819)
Balance at September 30, 2025	1,113.2	(520.0)	$	2,783	$	5,548	$	68,501	$	(58,856)	$	(672)	$	17,304

Balance at July 1, 2026	1,113.4	(519.4)	$	2,783	$	5,677	$	71,584	$	(58,815)	$	(556)	$	20,673
Net income			-		-		2,076		-		-		2,076
Other comprehensive income/(loss)			-		-		-		-		17		17
Conversion, stock option exercises, forfeitures, ESPP, and other [b]	-	0.3	-		66		-		30		-		96
Share repurchase programs (Note 16)	-	-	-		-		-		-		-		-
Dividends declared ($1.42 per share)	-	-	-		-		(844)		-		-		(844)
Balance at September 30, 2026	1,113.4	(519.1)	$	2,783	$	5,743	$	72,816	$	(58,785)	$	(539)	$	22,018


Millions	Common shares	Treasury shares	Common shares		Paid-in-surplus		Retained earnings		Treasury stock		AOCI [a]		Total
Balance at January 1, 2025	1,113.0	(508.8)	$	2,783	$	5,334	$	65,628	$	(56,132)	$	(723)	$	16,890
Net income			-		-		5,290		-		-		5,290
Other comprehensive income/(loss)			-		-		-		-		51		51
Conversion, stock option exercises, forfeitures, ESPP, and other [b]	0.2	0.7	-		131		-		53		-		184
Share repurchase programs (Note 16)	-	(11.9)	-		83		-		(2,777)		-		(2,694)
Dividends declared ($4.06 per share)	-	-	-		-		(2,417)		-		-		(2,417)
Balance at September 30, 2025	1,113.2	(520.0)	$	2,783	$	5,548	$	68,501	$	(58,856)	$	(672)	$	17,304

Balance at January 1, 2026	1,113.2	(519.9)	$	2,783	$	5,589	$	69,529	$	(58,843)	$	(591)	$	18,467
Net income			-		-		5,770		-		-		5,770
Other comprehensive income/(loss)			-		-		-		-		52		52
Conversion, stock option exercises, forfeitures, ESPP, and other [b]	0.2	0.8	-		154		-		58		-		212
Share repurchase programs (Note 16)	-	-	-		-		-		-		-		-
Dividends declared ($4.18 per share)	-	-	-		-		(2,483)		-		-		(2,483)
Balance at September 30, 2026	1,113.4	(519.1)	$	2,783	$	5,743	$	72,816	$	(58,785)	$	(539)	$	22,018

[a]AOCI = accumulated other comprehensive income/loss (Note 9)

[b]ESPP = employee stock purchase plan

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Table of Contents

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For purposes of this report, unless the context otherwise requires, all references herein to "Union Pacific", “Corporation”, “Company”, “UPC”, “we”, “us”, and “our” mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which will be separately referred to herein as “UPRR” or the “Railroad”.

1. Basis of Presentation

Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP). Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and notes thereto contained in our 2025 Annual Report on Form 10-K. Our Consolidated Statement of Financial Position at December 31, 2025, is derived from audited financial statements. The results of operations for the nine months ended September 30, 2026, are not necessarily indicative of the results for the entire year ending December 31, 2026.

The Condensed Consolidated Financial Statements are presented in accordance with GAAP as codified in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

2. Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No. (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories in the notes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, may be adopted on a prospective or retrospective basis, and early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on our related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which details the criteria for capitalization of internal-use software costs. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, may be adopted on a prospective, modified, or retrospective transition approach, and early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides recognition, measurement, and presentation authoritative guidance for grants received by a business entity from a government. The ASU is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those fiscal years, may be adopted on a modified prospective, modified retrospective, or retrospective approach, and early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on our consolidated financial statements and related disclosures.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes accounting and disclosure requirements for environmental credits and environmental credit obligations. The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal years. An entity should apply the ASU on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. An entity should not recast any financial statement information before the period of adoption. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the effect that the new guidance will have on our consolidated financial statements and related disclosures.

Table of Contents

3. Operations and Segmentation

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although we provide and analyze revenues by commodity group, we treat the financial results of the Railroad as one segment due to the integrated nature of our rail network.

The Company’s Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM assesses performance for our rail network and decides how to allocate resources based on net income as reported on our Consolidated Statements of Income. The measure of segment assets is reported on our Consolidated Statements of Financial Position as total assets.

Our operating revenues are primarily derived from contracts with customers for the transportation of freight from origin to destination.

Although our revenues are principally derived from customers domiciled in the U.S., the ultimate points of origination or destination for some products we transport are outside the U.S. Freight revenues from each of our commodity groups, as described in the table below, includes revenues from shipments to and from Mexico, which amounted to $820 million and $752 million for the three months ended September 30, 2026 and 2025, respectively, and $2.4 billion and $2.2 billion for the nine months ended September 30, 2026 and 2025, respectively.

Our significant segment expenses as monitored by the CODM are shown in the table below. This breakout of revenues and expenses is used by the CODM to monitor and assess the financial performance of our rail network by comparing actual results to prior years and plans.


	Three months ended September 30,				Nine months ended September 30,
Millions	2026		2025		2026		2025
Bulk	$	2,116	$	1,930	$	6,185	$	5,667
Industrial	2,509		2,194		7,086		6,488
Premium	2,188		1,803		5,953		5,306
Total freight revenues	$	6,813	$	5,927	$	19,224	$	17,461
Other subsidiary revenues	201		172		570		547
Accessorial revenues	157		124		412		349
Other	26		21		72		68
Total operating revenues	$	7,197	$	6,244	$	20,278	$	18,425
Operating [a]	1,841		1,711		5,301		5,080
Administrative [a]	186		176		553		557
Locomotive fuel	1,013		600		2,556		1,754
Acquisition-related (Note 18)	22		41		93		42
Other segment items [b]	549		549		1,697		1,706
Depreciation	643		618		1,914		1,841
Other income, net	(95)		(96)		(291)		(297)
Interest expense	312		327		945		984
Income tax expense	650		530		1,740		1,468
Net income	$	2,076	$	1,788	$	5,770	$	5,290

[a]Operating and administrative includes compensation and benefits, purchased services and materials, equipment and other rents, non-locomotive fuel, and other expenses.

[b]Other segment items includes car hire and leases, casualty costs, state and local taxes, subsidiary expense, and other overhead expense.

Table of Contents

4. Stock-Based Compensation

We have several stock-based compensation plans where employees receive nonvested stock options, nonvested retention shares, and nonvested stock units. We refer to the nonvested shares and stock units collectively as “retention awards”. Employees may also participate in our employee stock purchase plan (ESPP).

Information regarding stock-based compensation expense appears in the table below:


	Three months ended September 30,				Nine months ended September 30,
Millions	2026		2025		2026		2025
Stock-based compensation, before tax:
Stock options	$	6	$	6	$	16	$	19
Retention awards	30		30		74		78
ESPP [a]	2		3		8		13
Total stock-based compensation, before tax	$	38	$	39	$	98	$	110
Excess income tax benefits from equity compensation plans	$	3	$	3	$	15	$	11

[a]Effective with the June 10, 2025, purchase (for employee services rendered in May 2025), the Company match was changed from 40% to 20% of amounts contributed by the employee up to a maximum employee contribution of 5% of monthly salary (limited to $15,000 annually).

Stock options – Stock options are granted at the closing price on the date of grant, have 10-year contractual terms, and vest no later than 3 years from the date of grant. At September 30, 2026, outstanding stock options are not subject to performance or market-based vesting conditions.

The table below shows the annual weighted-average assumptions used for Black-Scholes valuation purposes:


Weighted-average assumptions	2026		2025
Risk-free interest rate	3.7%		4.3%
Dividend yield	2.2%		2.2%
Expected life (years)	4.8		4.3
Volatility	22.3%		22.4%
Weighted-average grant-date fair value of options granted	$	50.32	$	48.70

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the expected dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and expected volatility is based on the historical volatility of our stock price over the expected life of the stock option.

A summary of stock option activity during the nine months ended September 30, 2026, is presented below:


	Options (thous.)	Weighted-average exercise price		Weighted-average remaining contractual term (in yrs.)	Aggregate intrinsic value (millions)
Outstanding at January 1, 2026	2,095	$	210.29	5.6	$	58
Granted	436	251.45		N/A	N/A
Exercised	(628)	177.81		N/A	N/A
Forfeited or expired	(19)	248.27		N/A	N/A
Outstanding at September 30, 2026	1,884	$	230.26	6.5	$	79
Vested or expected to vest at September 30, 2026	1,861	$	230.06	6.5	$	78
Options exercisable at September 30, 2026	1,104	$	217.46	4.9	$	60

Table of Contents

At September 30, 2026, there was $15 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.0 years. Additional information regarding stock option exercises appears in the following table:


	Three months ended September 30,				Nine months ended September 30,
Millions	2026		2025		2026		2025
Intrinsic value of stock options exercised	$	18	$	2	$	60	$	23
Cash received from option exercises	47		1		118		47
Treasury shares repurchased for employee payroll taxes	(7)		-		(19)		(7)
Income tax benefit realized from option exercises	3		-		10		3
Aggregate grant-date fair value of stock options vested	-		-		15		16

Retention awards – Retention awards are granted at no cost to the employee, vest over periods lasting up to 3 years, and have dividends and dividend equivalents paid to participants during the vesting periods.

Changes in our retention awards during the nine months ended September 30, 2026, were as follows:


	Shares (thous.)	Weighted-average grant-date fair value
Nonvested at January 1, 2026	878		$	232.18
Granted	257		246.48
Vested [a]	(455)		220.98
Forfeited	(21)		244.24
Nonvested at September 30, 2026	659		$	245.11

[a]Starting with the 2023 awards, the vesting period was changed from 4 years to 3 years, which resulted in the 2022 and 2023 awards both vesting in February of 2026.

At September 30, 2026, there was $67 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 1.3 years.

Performance stock unit awards – In February 2026, our Board of Directors approved performance stock unit grants. This plan is based on performance targets for annual return on invested capital (ROIC) and operating income growth (OIG) compared to companies in the S&P 100 Industrials Index plus the Class I railroads. We define ROIC as net operating profit adjusted for interest expense (including interest on average operating lease liabilities) and taxes on interest divided by average invested capital adjusted for average operating lease liabilities.

The February 2026 stock units are subject to continued employment for 37 months, the attainment of certain levels of ROIC, and the relative three-year OIG. We expense two-thirds of the fair value of the units that are probable of being earned based on our forecasted ROIC over the three-year performance period, and with respect to the third year of the plan, we expense the remaining one-third of the fair value subject to the relative three-year OIG. We measure the fair value of performance stock units based upon the closing price of the underlying common stock as of the date of grant. Dividend equivalents are accumulated during the service period and paid to participants only after the units are earned.

Changes in our performance stock unit awards during the nine months ended September 30, 2026, were as follows:


	Shares (thous.)	Weighted-average grant-date fair value
Nonvested at January 1, 2026	619		$	222.68
Granted	336		251.45
Vested	(74)		199.73
Unearned	(96)		202.81
Forfeited	(31)		248.72
Nonvested at September 30, 2026	754		$	239.21

Table of Contents

At September 30, 2026, there was $23 million of total unrecognized compensation expense related to nonvested performance stock unit awards, which is expected to be recognized over a weighted-average period of 1.1 years. This expense is subject to achievement of the performance measures established for the performance stock unit grants.

5. Retirement Plans

We provide defined benefit retirement income to eligible non-union employees through qualified and non-qualified (supplemental) pension plans. Qualified and non-qualified pension benefits are based on years of service and the highest compensation during the latest years of employment, with specific reductions made for early retirements. Non-union employees hired on or after January 1, 2018, are no longer eligible for pension benefits, but are eligible for an enhanced 401(k) plan.

Expense

Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a 5-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effect of delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not recognized in net income immediately but are deferred in accumulated other comprehensive income/loss and, if necessary, amortized as pension expense.

The components of our net periodic pension benefit/cost were as follows:


	Three months ended September 30,				Nine months ended September 30,
Millions	2026		2025		2026		2025
Service cost	$	9	$	9	$	27	$	31
Interest cost	41		45		119		135
Expected return on plan assets	(56)		(60)		(168)		(181)
Amortization of actuarial loss	5		2		9		6
Net periodic pension (benefit)/cost	$	(1)	$	(4)	$	(13)	$	(9)

Cash contributions

For the nine months ended September 30, 2026, cash contributions totaled $0 to the qualified pension plans. Any contributions made during 2026 will be based on cash generated from operations and financial market considerations. Our policy with respect to funding the qualified pension plans is to fund at least the minimum required by law and not more than the maximum amount deductible for tax purposes. At September 30, 2026, we do not have minimum cash funding requirements for 2026.

6. Other Income

Other income included the following:


	Three months ended September 30,				Nine months ended September 30,
Millions	2026		2025		2026		2025
Real estate income	$	73	$	74	$	229	$	240
Interest income	26		12		57		42
Net periodic pension benefit/(costs)	10		13		40		40
Non-operating property environmental remediation and restoration	(18)		(6)		(37)		(18)
Other	4		3		2		(7)
Total	$	95	$	96	$	291	$	297

Table of Contents

7. Income Taxes

In the second quarter of 2026, changes in state tax laws and other state tax matters resulted in a $27 million reduction of our deferred tax expense.

In the second quarter of 2025, the state of Kansas enacted corporate income tax legislation that resulted in a $115 million reduction of our deferred tax expense.

8. Earnings Per Share

The following table provides a reconciliation between basic and diluted earnings per share:


	Three months ended September 30,				Nine months ended September 30,
Millions, except per share amounts	2026		2025		2026		2025
Net income	$	2,076	$	1,788	$	5,770	$	5,290
Weighted-average number of shares outstanding:
Basic	593.7		592.4		593.4		595.8
Dilutive effect of stock options	0.4		0.2		0.2		0.3
Dilutive effect of retention awards	0.4		0.6		0.4		0.6
Diluted	594.5		593.2		594.0		596.7
Earnings per share - basic	$	3.50	$	3.02	$	9.72	$	8.88
Earnings per share - diluted	$	3.49	$	3.01	$	9.71	$	8.87
Stock options excluded as their inclusion would be anti-dilutive	-		1.0		0.9		0.9

9. Accumulated Other Comprehensive Income/Loss

Reclassifications out of accumulated other comprehensive income/loss were as follows (net of tax):


Millions	Defined benefit plans		Foreign currency translation		Derivative instruments [a]		Total
Balance at July 1, 2026	$	(428)	$	(142)	$	14	$	(556)
Other comprehensive income/(loss) before reclassifications	3		15		-		18
Amounts reclassified from accumulated other comprehensive income/(loss) [b]	(1)		-		-		(1)
Net quarter-to-date other comprehensive income/(loss), net of taxes of ($0.5) million	2		15		-		17
Balance at September 30, 2026	$	(426)	$	(127)	$	14	$	(539)

Balance at July 1, 2025	$	(497)	$	(211)	$	16	$	(692)
Other comprehensive income/(loss) before reclassifications	1		21		-		22
Amounts reclassified from accumulated other comprehensive income/(loss) [b]	(2)		-		-		(2)
Net quarter-to-date other comprehensive income/(loss), net of taxes of $0.1 million	(1)		21		-		20
Balance at September 30, 2025	$	(498)	$	(190)	$	16	$	(672)

[a]Related to interest rate swaps from equity method investments.

[b]The defined benefit plans accumulated other comprehensive income/loss reclassification components are 1) prior service cost/credit and 2) net actuarial loss, which are both included in the computation of net periodic pension benefit/cost. See Note 5 Retirement Plans for additional details.

Table of Contents

Reclassifications out of accumulated other comprehensive income/loss were as follows (net of tax):


Millions	Defined benefit plans		Foreign currency translation		Derivative instruments [a]		Total
Balance at January 1, 2026	$	(427)	$	(179)	$	15	$	(591)
Other comprehensive income/(loss) before reclassifications	-		52		-		52
Amounts reclassified from accumulated other comprehensive income/(loss) [b]	1		-		(1)		-
Net year-to-date other comprehensive income/(loss), net of taxes of ($0.6) million	1		52		(1)		52
Balance at September 30, 2026	$	(426)	$	(127)	$	14	$	(539)

Balance at January 1, 2025	$	(498)	$	(241)	$	16	$	(723)
Other comprehensive income/(loss) before reclassifications	2		51		-		53
Amounts reclassified from accumulated other comprehensive income/(loss) [b]	(2)		-		-		(2)
Net year-to-date other comprehensive income/(loss), net of taxes of ($1.8) million	-		51		-		51
Balance at September 30, 2025	$	(498)	$	(190)	$	16	$	(672)

[a]Related to interest rate swaps from equity method investments.

[b]The accumulated other comprehensive income/loss reclassification components are 1) prior service cost/credit and 2) net actuarial loss, which are both included in the computation of net periodic pension benefit/cost. See Note 5 Retirement Plans for additional details.

10. Accounts Receivable

Accounts receivable include freight and other receivables reduced by an allowance for doubtful accounts. At September 30, 2026, and December 31, 2025, our accounts receivable were reduced by $9 million and $4 million, respectively. Receivables not expected to be collected in one year and the associated allowances are classified as other assets in our Condensed Consolidated Statements of Financial Position. At September 30, 2026, and December 31, 2025, receivables classified as other assets were reduced by allowances of $61 million and $64 million, respectively.

Receivables securitization facility – The Railroad maintains a $600 million, 3-year receivables securitization facility (the Receivables Facility) maturing in July 2028. Under the Receivables Facility, the Railroad sells most of its eligible third-party receivables to Union Pacific Receivables, Inc. (UPRI), a consolidated, wholly-owned, bankruptcy-remote subsidiary that may subsequently transfer, without recourse, an undivided interest in accounts receivable to investors. The investors have no recourse to the Railroad’s other assets except for customary warranty and indemnity claims. Creditors of the Railroad do not have recourse to the assets of UPRI.

The amount recorded under the Receivables Facility was $0 at both September 30, 2026, and December 31, 2025. During the nine months ended September 30, 2026, we issued $0 and repaid $0 under the Receivables Facility. The Receivables Facility was supported by $1.8 billion and $1.5 billion of accounts receivable as collateral at September 30, 2026 and December 31, 2025, respectively, which, as a retained interest, is included in accounts receivable, net in our Condensed Consolidated Statements of Financial Position.

The outstanding amount the Railroad maintains under the Receivables Facility may fluctuate based on current cash needs. The maximum allowed under the Receivables Facility is $600 million with availability directly impacted by eligible receivables, business volume, and credit risks, including receivables payment quality measures such as default and dilution ratios. If default or dilution ratios increase one percent, the allowable outstanding amount under the Receivables Facility would not materially change.

The costs of the Receivables Facility include interest, which will vary based on prevailing benchmark and commercial paper rates, program fees paid to participating banks, commercial paper issuance costs, and fees of participating banks for unused commitment availability. The costs of the Receivables Facility are included in interest expense and were $0.7 million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively, and $2.1 million and $2.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Table of Contents

11. Properties

The following tables list the major categories of property and equipment, as well as the weighted-average estimated useful life for each category (in years):


Millions, except estimated useful life As of September 30, 2026	Cost		Accumulated depreciation		Net book value		Estimated useful life
Land	$	5,495	N/A		$	5,495	N/A
Road:
Rail and other track material	20,040		8,150		11,890		43
Ties	13,106		4,448		8,658		34
Ballast	6,783		2,402		4,381		34
Other roadway [a]	25,103		6,390		18,713		47
Total road	65,032		21,390		43,642		N/A
Equipment:
Locomotives	10,278		3,853		6,425		17
Freight cars	3,116		1,173		1,943		22
Work equipment and other	1,397		585		812		17
Total equipment	14,791		5,611		9,180		N/A
Technology and other	1,451		733		718		12
Construction in progress	1,591		N/A		1,591		N/A
Total	$	88,360	$	27,734	$	60,626	N/A


Millions, except estimated useful life As of December 31, 2025	Cost		Accumulated depreciation		Net book value		Estimated useful life
Land	$	5,471	N/A		$	5,471	N/A
Road:
Rail and other track material	19,747		7,936		11,811		45
Ties	12,779		4,305		8,474		34
Ballast	6,646		2,309		4,337		34
Other roadway [a]	24,610		6,080		18,530		47
Total road	63,782		20,630		43,152		N/A
Equipment:
Locomotives	9,926		3,813		6,113		18
Freight cars	3,080		1,107		1,973		23
Work equipment and other	1,318		540		778		17
Total equipment	14,324		5,460		8,864		N/A
Technology and other	1,414		669		745		12
Construction in progress	1,413		N/A		1,413		N/A
Total	$	86,404	$	26,759	$	59,645	N/A

[a]Other roadway includes grading, bridges and tunnels, signals, buildings, and other road assets.

Table of Contents

12. Accounts Payable and Other Current Liabilities


Millions	Sep. 30, 2026		Dec. 31, 2025
Income and other taxes payable	$	1,218	$	491
Accounts payable	1,038		804
Compensation-related accruals	639		642
Accrued casualty costs	298		278
Interest payable	244		375
Current operating lease liabilities	225		270
Equipment rents payable	106		102
Other	548		532
Total accounts payable and other current liabilities	$	4,316	$	3,494

13. Financial Instruments

Short-term investments – All of the Company's short-term investments consist of time deposits and government agency securities. These investments are considered Level 2 investments and are valued at amortized cost, which approximates fair value. As of September 30, 2026, and December 31, 2025, the Company had $875 million and $250 million of short-term investments, respectively. All short-term investments have a maturity of three to twelve months from the date of purchase and are classified as held-to-maturity.

Fair value of financial instruments – The fair value of our short- and long-term debt was estimated using a market value price model, which utilizes applicable U.S. Treasury rates along with current market quotes on comparable debt securities. All of the inputs used to determine the fair market value of the Corporation’s long-term debt are Level 2 inputs and obtained from an independent source. At September 30, 2026, the fair value of total debt was $22.8 billion, approximately $7.5 billion less than the carrying value. At December 31, 2025, the fair value of total debt was $26.5 billion, approximately $5.3 billion less than the carrying value. The fair value of the Corporation’s debt is a measure of its current value under present market conditions. The fair value of our cash equivalents approximates their carrying value due to the short-term maturities of these instruments.

Subsequent event – In October 2026, we entered into forward-starting swaps with a notional amount of $1.2 billion that qualify for hedge accounting. Changes in the fair value of these interest rate cash flow hedges will be recorded in AOCI until the hedged item affects earnings. We do not use derivative financial instruments for speculative purposes. We use forward-starting swaps to mitigate the risk of adverse movements in interest rates. This may limit future benefits from favorable interest rate movements.

14. Debt

Credit facilities – During the second quarter of 2026, we replaced our $2.0 billion revolving credit facility, which was scheduled to expire on May 20, 2027, with a new $2.0 billion facility that expires May 20, 2031 (the Facility). The Facility is based on substantially similar terms as those in the previous credit facility as described below. At September 30, 2026, we had $2.0 billion of credit available under our revolving credit facility (the Facility), which is designated for general corporate purposes and supports the issuance of commercial paper. During the nine months ended September 30, 2026, we issued $0 and repaid $0 through the Facility. As of September 30, 2026, we had $0 outstanding with the Facility. Commitment fees and interest rates payable under the Facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The Facility allows for borrowings at floating rates based on Term Secured Overnight Financing Rate (SOFR), plus a spread, depending upon credit ratings for our senior unsecured debt. The Facility requires UPC to maintain an adjusted debt-to-EBITDA (earnings before interest, taxes, depreciation, and amortization) coverage ratio.

The definition of debt used for purposes of calculating the adjusted debt-to-EBITDA coverage ratio includes, among other things, certain credit arrangements, finance leases, guarantees, unfunded and vested pension benefits under Title IV of Employee Retirement Income Security Act of 1974 (ERISA), and unamortized debt discount and deferred debt issuance costs. At September 30, 2026, the Company was in compliance with the adjusted debt-to-EBITDA coverage ratio, which allows us to carry up to $51.3 billion of debt (as defined in the Facility), and we had $32.0 billion of debt (as defined in the Facility) outstanding at that date. The Facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The Facility also includes a $300 million cross-default provision and a change-of-control provision.

Table of Contents

During the nine months ended September 30, 2026, we issued $0 and repaid $0 of commercial paper. As of September 30, 2026, we had $0 of commercial paper outstanding. Our revolving credit facility supports our outstanding commercial paper balances, and, unless we change the terms of our commercial paper program, our aggregate issuance of commercial paper will not exceed the amount of borrowings available under the Facility.

Shelf registration statement and significant new borrowings – We filed an automatic shelf registration statement with the SEC that became effective on February 13, 2024. On July 28, 2025, the Board of Directors authorized the issuance of up to $20.0 billion of debt securities. Under our shelf registration, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings.

During the nine months ended September 30, 2026, we did not issue any debt securities under this registration statement. At September 30, 2026, we had remaining authority from the Board of Directors to issue up to $20.0 billion of debt securities under our shelf registration.

Receivables securitization facility – As of both September 30, 2026, and December 31, 2025, we recorded $0 of borrowings under our Receivables Facility as secured debt. (See further discussion in the "Receivables Securitization Facility" section of Note 10).

15. Commitments and Contingencies

See Note 18 for a discussion on the pending acquisition of Norfolk Southern.

Asserted and unasserted claims – Various claims and lawsuits are pending against us and certain of our subsidiaries. We cannot fully determine the effect of all asserted and unasserted claims on our consolidated results of operations, financial condition, or liquidity. We have recorded a liability where asserted and unasserted claims are considered probable and where such claims can be reasonably estimated. We currently do not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities, or guarantees will have a material adverse effect on our consolidated results of operations, financial condition, or liquidity after taking into account liabilities and insurance recoveries previously recorded for these matters.

In December 2019, we received a class action complaint under the Illinois Biometric Information Privacy Act, alleging violation due to the use of a finger scan system developed and managed by third parties, and seeking an unspecified amount of damages. On August 20, 2026, the United States District Court for the Northern District of Illinois certified the case to proceed as a class action, captioned as David Fleury, et al. v. Union Pacific Railroad Company. While we believe that we have strong defenses to the claims made in the complaint and will vigorously defend ourselves, there is no assurance regarding the ultimate outcome. The outcome of this litigation is inherently uncertain, and we cannot reasonably estimate any loss or range of loss that may arise from this matter.

Personal injury – The Federal Employers’ Liability Act (FELA) governs compensation for work-related accidents. Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for employees who are injured at work.

Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle these claims may range from approximately $409 million to $457 million. We record an accrual at the low end of the range as no amount of loss within the range is more probable than any other. Estimates can vary over time due to evolving trends in litigation.

Our personal injury liability activity was as follows:


Millions, for the nine months ended September 30,	2026		2025
Beginning balance	$	413	$	379
Current year accruals	88		82
Changes in estimates for prior years	(11)		9
Payments	(81)		(81)
Ending balance at September 30,	$	409	$	389
Current portion, ending balance at September 30,	$	92	$	105

Table of Contents

Environmental costs – We are subject to federal, state, and local environmental laws and regulations. We have identified 346 sites where we are or may be liable for remediation costs associated with alleged contamination or for violations of environmental requirements. This includes 30 sites that are the subject of actions taken by the U.S. government, including 18 that are currently on the Superfund National Priorities List. Certain federal legislation imposes joint and several liability for the remediation of identified sites; consequently, our ultimate environmental liability may include costs relating to activities of other parties, in addition to costs relating to our own activities at each site.

Our environmental liability activity was as follows:


Millions, for the nine months ended September 30,	2026		2025
Beginning balance	$	259	$	268
Accruals	78		44
Payments	(63)		(55)
Ending balance at September 30,	$	274	$	257
Current portion, ending balance at September 30,	$	65	$	66

The environmental liability includes future costs for remediation and restoration of sites, as well as ongoing monitoring costs, but excludes any anticipated recoveries from third parties. Cost estimates are based on information available for each site, financial viability of other potentially responsible parties, and existing technology, laws, and regulations. The ultimate liability for remediation is difficult to determine because of the number of potentially responsible parties, site-specific cost sharing arrangements with other potentially responsible parties, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs. Estimates of liability may vary over time due to changes in federal, state, and local laws governing environmental remediation. Current obligations are not expected to have a material adverse effect on our consolidated results of operations, financial condition, or liquidity.

Indemnities – Our maximum potential exposure under indemnification arrangements, including certain tax indemnifications, can range from a specified dollar amount to an unlimited amount, depending on the nature of the transactions and the agreements. Due to uncertainty as to whether claims will be made or how they will be resolved, we cannot reasonably determine the probability of an adverse claim or reasonably estimate any adverse liability or the total maximum exposure under these indemnification arrangements. We do not have any reason to believe that we will be required to make any material payments under these indemnity provisions.

16. Share Repurchase Programs

Effective April 1, 2025, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, 2028. As of September 30, 2026, we repurchased a total of 6.1 million shares of our common stock under the 2025 authorization. As part of the pending acquisition of Norfolk Southern described in Note 18, we paused our share repurchases.

Our previous authorization, which was effective April 1, 2022, through March 31, 2025, was approved by our Board of Directors for up to 100 million shares of common stock. We repurchased a total of 31.7 million shares of our common stock under the 2022 authorization.

The table below represents shares repurchased under repurchase programs in the nine months ended September 30, 2026 and 2025:


	Number of shares purchased		Average price paid [a]
	2026	2025	2026		2025
First quarter [b]	-	5,745,601	$	-	$	250.74
Second quarter [c]	-	6,111,558	-		205.06
Third quarter	-	-	-		-
Total	-	11,857,159	$	-	$	227.20
Remaining number of shares that may be repurchased under current authority					93,888,442

[a]In the period of the final settlement, the average price under the accelerated share repurchase programs (ASRs) is calculated based on the total program value less the value assigned to the initial delivery of shares. The average price of the completed 2025 ASRs was $229.32.

[b]Includes 4,815,022 shares repurchased in February 2025 under the ASRs at the average price of $251.73.

[c]Includes an incremental 1,795,904 shares received upon final settlement in 2025 under the ASRs at an average price of $169.22.

Open market repurchases are recorded in treasury stock at cost, which includes any applicable commissions, fees, and excise taxes. Excise taxes are paid in the year after the shares are repurchased.

Table of Contents

Accelerated share repurchase programs – The Company has established ASRs with financial institutions to repurchase shares of our common stock. These ASRs have been structured so that at the time of commencement, we pay a specified amount to the financial institutions and receive an initial delivery of shares. Additional shares may be received at the time of settlement. The final number of shares to be received is based on the volume weighted average price of the Company's common stock during the ASR term, less a discount and subject to potential adjustments pursuant to the terms of such ASR.

On February 18, 2025, the Company received 4,815,022 shares of its common stock repurchased under ASRs for an aggregate of $1.5 billion. Upon settlement of these ASRs in the second quarter of 2025, we received 1,795,904 additional shares.

ASRs are accounted for as equity transactions, and at the time of receipt, shares are included in treasury stock at fair market value as of the corresponding initiation or settlement date. The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

17. Related Parties

UPRR and other North American railroad companies jointly own TTX Company (TTX). UPRR has a 37.03% economic interest in TTX while the other North American railroads own the remaining interest. In accordance with ASC 323 Investments - Equity Method and Joint Venture, UPRR applies the equity method of accounting to our investment in TTX.

TTX is a rail car pooling company that owns rail cars and intermodal wells to serve North America’s railroads. TTX assists railroads in meeting the needs of their customers by providing rail cars in an efficient, pooled environment. All railroads may utilize TTX rail cars through car hire by renting rail cars at stated rates.

UPRR had $2.0 billion recognized as investments related to TTX in our Condensed Consolidated Statements of Financial Position as of both September 30, 2026, and December 31, 2025. TTX car hire expense of $118 million and $115 million for the three months ended September 30, 2026 and 2025, respectively, and $334 million and $336 million for the nine months ended September 30, 2026 and 2025, respectively, are included in equipment and other rents in our Condensed Consolidated Statements of Income. In addition, UPRR had accounts payable to TTX of $78 million and $72 million at September 30, 2026, and December 31, 2025, respectively.

18. Pending Acquisition

Norfolk Southern Corporation (Norfolk Southern), a Virginia corporation, is one of the nation’s premier transportation companies, moving goods and materials that help drive the U.S. economy. Norfolk Southern connects customers to markets and communities to economic opportunity with safe, reliable, and cost-effective shipping solutions. Its Norfolk Southern Railway Company subsidiary operates in 22 states and the District of Columbia. Norfolk Southern is a major transporter of industrial products, including agriculture, forest, and consumer products, chemicals, and metals and construction materials. In addition, in the East, it serves every major container port and operates an extensive intermodal network. Norfolk Southern is also a principal carrier of coal, automobiles, and automotive parts. Norfolk Southern’s stock is publicly traded on the NYSE under the ticker symbol NSC.

On July 28, 2025, Union Pacific, Norfolk Southern, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC, entered into an agreement and plan of merger (the merger agreement). The merger agreement provides, among other things, for the acquisition of Norfolk Southern by Union Pacific, subject to the satisfaction or waiver of the conditions specified therein, through two mergers: (i) first, Ruby Merger Sub 1 Corporation will merge with and into Norfolk Southern with Norfolk Southern surviving as a direct, wholly owned subsidiary of Union Pacific (the first merger); and (ii) second, immediately after the first merger, Norfolk Southern will merge with and into Ruby Merger Sub 2 LLC with Ruby Merger Sub 2 LLC surviving as a direct, wholly owned subsidiary of Union Pacific (second merger). The first merger and the second merger are collectively referred to as the mergers.

At the effective time of the first merger (first effective time), each share of Norfolk Southern common stock issued and outstanding immediately prior to the first effective time, except for shares held by Union Pacific or Norfolk Southern, or their direct or indirect subsidiaries (other than, with respect to shares held by Union Pacific, Norfolk Southern, Ruby Merger Sub 1 Corporation, or Ruby Merger Sub 2 LLC, shares held on behalf of third parties), will be converted automatically into the right to receive one validly issued, fully paid, and nonassessable share of Union Pacific common stock and $88.82 in cash, without interest. Assuming completion of the mergers, we expect approximately 225 million shares of common stock to be issued and approximately $20 billion of cash consideration to be paid. The cash consideration is expected to be funded through a combination of new debt and cash accumulated through cash provided by operating activities. The actual value of the transaction may fluctuate based upon changes in the price of Union Pacific common stock and the number of Norfolk Southern common shares outstanding at the first effective time.

Table of Contents

The combination of Norfolk Southern and Union Pacific would create America’s first transcontinental railroad that spans over 50,000 miles across 43 states with access to 10 international interchanges and approximately 100 ports.

Union Pacific filed a registration statement on Form S-4 (File No. 333-290282), which the SEC declared effective on September 30, 2025. Union Pacific and Norfolk Southern each also filed definitive proxy statements on October 1, 2025. Both Union Pacific's and Norfolk Southern's special meetings of shareholders were held on November 14, 2025. Union Pacific shareholders approved the share issuance proposal, and Norfolk Southern shareholders approved the merger agreement proposal (each as described in the companies’ definitive proxy statements).

Completion of the mergers is conditioned on the receipt of Surface Transportation Board (STB) approval and a number of other conditions before the mergers can be consummated, as described in the merger agreement. On December 19, 2025, Union Pacific and Norfolk Southern (applicants) submitted a joint application to the STB seeking approval of the mergers. On January 16, 2026, the STB issued a decision that the joint application was not accepted as complete. On April 30, 2026, the applicants filed a revised joint application. Effective May 28, 2026, the STB issued a decision accepting the revised application as complete while holding the proceedings in abeyance and requiring supplemental information to be provided by July 27, 2026. On July 7, 2026, the applicants provided the first portion of the supplemental information regarding questions surrounding certain entities that are each jointly owned by Union Pacific and other Class I railroads. On July 27, 2026, the applicants completed their responses to the STB request for additional information to support their accepted merger application. On August 18, 2026, the STB issued a decision to adopt a procedural schedule for consideration of the revised merger application and removed the proceeding from abeyance. On September 18, 2026, the STB issued a decision denying motions from several parties that requested the application be dismissed for failure to present a prima facie case.

Norfolk Southern's management and Board of Directors will continue to manage Norfolk Southern until the first effective time, pursuing its independent business plans and growth strategies. Subject to completion of the mergers, the acquisition is expected to be accounted for as a business combination using the acquisition method of accounting and is currently expected to be completed in the second half of 2027.

Union Pacific incurred the following acquisition-related expense associated with the merger agreement:



Millions, for the	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Acquisition-related expense
Compensation and benefits	$	1	$	-	$	5	$	-
Purchased services and materials	20		40		83		41
Other	1		1		5		1
Total acquisition-related expense [a]	$	22	$	41	$	93	$	42

[a]Certain acquisition-related costs are non-deductible for income tax purposes.

As of September 30, 2026, deferred share issuance costs of $13 million were recorded and will be recognized in paid-in-surplus upon completion of the mergers.

Both Union Pacific and Norfolk Southern may be required to pay the other a termination fee of $2.5 billion if the merger agreement is terminated under certain circumstances described in the merger agreement.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

RESULTS OF OPERATIONS

Three and nine months ended September 30, 2026, compared to

three and nine months ended September 30, 2025

For purposes of this report, unless the context otherwise requires, all references herein to "Union Pacific", “UPC”, “Corporation”, “Company”, “we”, “us”, and “our” shall mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which we separately refer to as “UPRR” or the “Railroad”.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and applicable notes to the Condensed Consolidated Financial Statements, Item 1, and other information included in this report. Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP).

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable business segment. Although revenues are analyzed by commodity, we analyze the net financial results of the Railroad as one segment due to the integrated nature of the rail network.

Critical accounting estimates

The preparation of these financial statements requires estimation and judgment that affect the reported amounts of revenues, expenses, assets, and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ materially from actual results, the impact on the Condensed Consolidated Financial Statements may be material. Our critical accounting estimates are available in Item 7 of our 2025 Annual Report on Form 10-K. During the first nine months of 2026, there have not been any significant changes with respect to our critical accounting estimates.

RESULTS OF OPERATIONS

Quarterly summary

The Company reported earnings of $3.49 per diluted share on net income of $2.1 billion and an operating ratio of 59.1% in the third quarter of 2026 compared to earnings of $3.01 per diluted share on net income of $1.8 billion and an operating ratio of 59.2% in the third quarter of 2025. Freight revenues increased 15% in the third quarter of 2026 compared to the third quarter of 2025 as higher fuel surcharge revenues, 6% volume growth, and core pricing gains more than offset the impact of unfavorable business mix (from higher intermodal carloads). Continued strong intermodal and grain and grain products shipments coupled with increased metals and minerals and energy and specialized market shipments more than offset declines in coal shipments.

Most of our key operating metric results improved in the third quarter of 2026 compared to 2025, even as carload volume increased 6%, reinforcing the importance of maintaining surge resources, operational execution, and the underlying fluidity of our network. Freight car velocity increased 1% and terminal dwell improved 2% compared to the third quarter of 2025. We optimized the transportation plan and leveraged capacity investments to handle 11% higher intermodal volume while effectively meeting increased grain and industrial products customer demand to improve system train length 2%. We demonstrated efficient utilization of our network resources in a growing demand environment by improving workforce productivity, while locomotive productivity was unchanged. Reflecting a comparison to our highest performance level in the last three years, both service performance index measures declined in the third quarter 2026 compared to one year ago, even as we continue delivering the service we sold our customers.

Operating expenses increased 15% compared to the third quarter of 2025 as locomotive fuel prices climbed to record levels amidst continued supply chain pressures, increasing average price per gallon 64% compared to last year. Volume-related costs, inflation, and higher depreciation also increased and were partially offset by productivity and lower acquisition-related expenses (see Note 18 to the Condensed Consolidated Financial Statements, Item 1). Operating income increased 15% to $2.9 billion, driven by top-line growth, while the operating ratio improved 0.1 points to 59.1% despite the headwind from higher fuel prices compared to the third quarter of 2025.

Table of Contents


Operating revenues
	Three months ended September 30,					Nine months ended September 30,
Millions	2026		2025		Change	2026		2025		Change
Freight revenues	$	6,813	$	5,927	15 %	$	19,224	$	17,461	10 %
Other subsidiary revenues	201		172		17	570		547		4
Accessorial revenues	157		124		27	412		349		18
Other	26		21		24	72		68		6
Total	$	7,197	$	6,244	15 %	$	20,278	$	18,425	10 %

We generate freight revenues by transporting products from our three commodity groups. Freight revenues vary with volume (carloads) and average revenue per car (ARC). Changes in price, traffic mix, and fuel surcharges drive ARC. Customer incentives, which are primarily provided for shipping to/from specific locations or based on cumulative volume, are recorded as a reduction to operating revenues. Customer incentives that include variable consideration based on cumulative volume are estimated using the expected value method, which is based on available historical, current, and forecasted volume, and recognized as the related performance obligation is satisfied. We recognize freight revenues over time as shipments move from origin to destination. The allocation of revenues between reporting periods is based on the relative transit time in each reporting period with expenses recognized as incurred.

Other subsidiary revenues (primarily logistics operations) are generally recognized over time as shipments move from origin to destination. The allocation of revenues between reporting periods is based on the relative transit time in each reporting period with expenses recognized as incurred. Accessorial revenues are recognized at a point in time as performance obligations are satisfied.

Freight revenues increased 15% in the third quarter of 2026 compared to the same period in 2025 driven by higher fuel surcharge revenues, 6% carload growth, and core pricing gains, which more than offset an unfavorable business mix (from an increase in shipments with lower ARC, such as intermodal). Higher intermodal shipments, which increased 11% in the third quarter compared to one year ago, combined with strong metals and minerals, energy and specialized markets, and grain and grain products shipments were partially offset by lower coal shipments. Year-to-date 2026 freight revenues increased 10% compared to 2025 due to higher fuel surcharge revenues, 3% volume growth, and core pricing gains, partially offset by business mix (from increased intermodal shipments). Higher grain and grain products, intermodal, metals and minerals, and industrial chemicals and plastics shipments more than offset lower coal and automotive shipments.

Each of our commodity groups includes revenues from fuel surcharges. Freight revenues from fuel surcharge programs increased to $1.2 billion in the third quarter of 2026 compared to $602 million in the same period of 2025 due to higher fuel prices and increased volume.

Other subsidiary revenues increased in the third quarter of 2026 compared to 2025 due to higher demand for shipments at our subsidiary that brokers intermodal and transload logistics services, partially offset by lower revenues from the sale of a portion of revenue-generating assets in late 2025 from our technology subsidiary. Additionally, in the year-to-date period, other subsidiary revenues were negatively impacted from the transfer of commuter operations to Metra. Accessorial revenues increased in the third quarter and year-to-date periods of 2026 compared to 2025 driven by higher container, intermodal accessorial, and demurrage revenues.

Table of Contents

The following tables summarize the year-over-year changes in freight revenues, revenue carloads, and ARC by commodity type:


Freight revenues	Three months ended September 30,					Nine months ended September 30,

Millions	2026		2025		Change	2026		2025		Change
Grain & grain products	$	1,085	$	975	11 %	$	3,248	$	2,889	12 %
Fertilizer	234		227		3	687		638		8
Food & refrigerated	272		258		5	791		785		1
Coal & renewables	525		470		12	1,459		1,355		8
Bulk	2,116		1,930		10	6,185		5,667		9
Industrial chemicals & plastics	701		647		8	2,041		1,900		7
Metals & minerals	666		568		17	1,842		1,650		12
Forest products	371		327		13	1,045		988		6
Energy & specialized markets	771		652		18	2,158		1,950		11
Industrial	2,509		2,194		14	7,086		6,488		9
Automotive	671		604		11	1,934		1,817		6
Intermodal	1,517		1,199		27	4,019		3,489		15
Premium	2,188		1,803		21	5,953		5,306		12
Total	$	6,813	$	5,927	15 %	$	19,224	$	17,461	10 %


Revenue carloads	Three months ended September 30,			Nine months ended September 30,

Thousands	2026	2025	Change	2026	2025	Change
Grain & grain products	225	215	5 %	710	645	10 %
Fertilizer	55	58	(5)	161	162	(1)
Food & refrigerated	40	41	(2)	121	127	(5)
Coal & renewables	209	216	(3)	599	606	(1)
Bulk	529	530	-	1,591	1,540	3
Industrial chemicals & plastics	185	182	2	549	528	4
Metals & minerals	209	193	8	588	558	5
Forest products	54	52	4	156	155	1
Energy & specialized markets	158	147	7	459	439	5
Industrial	606	574	6	1,752	1,680	4
Automotive	202	199	2	595	603	(1)
Intermodal [a]	956	860	11	2,601	2,551	2
Premium	1,158	1,059	9	3,196	3,154	1
Total	2,293	2,163	6 %	6,539	6,374	3 %


Average revenue per car	Three months ended September 30,					Nine months ended September 30,

	2026		2025		Change	2026		2025		Change
Grain & grain products	$	4,837	$	4,532	7 %	$	4,577	$	4,478	2 %
Fertilizer	4,256		3,875		10	4,267		3,929		9
Food & refrigerated	6,678		6,306		6	6,524		6,199		5
Coal & renewables	2,516		2,181		15	2,437		2,237		9
Bulk	4,004		3,641		10	3,889		3,680		6
Industrial chemicals & plastics	3,789		3,548		7	3,717		3,598		3
Metals & minerals	3,185		2,944		8	3,134		2,959		6
Forest products	6,911		6,315		9	6,706		6,363		5
Energy & specialized markets	4,857		4,462		9	4,695		4,445		6
Industrial	4,136		3,828		8	4,044		3,863		5
Automotive	3,324		3,027		10	3,251		3,011		8
Intermodal [a]	1,586		1,393		14	1,545		1,368		13
Premium	1,889		1,701		11	1,862		1,682		11
Average	$	2,971	$	2,740	8 %	$	2,940	$	2,740	7 %

[a]For intermodal shipments each container or trailer equals one carload.

Table of Contents

Bulk – Bulk includes shipments of grain and grain products, fertilizer, food and refrigerated, and coal and renewables. Freight revenues from bulk shipments increased 10% in the third quarter of 2026 compared to 2025 driven by higher fuel surcharge revenues and core pricing gains on essentially flat volume. Lower wheat and soybean meal volume, lower coal shipments due to low natural gas prices and elevated plant inventories, and lower fertilizer shipments offset continued export grain strength in addition to higher renewable fuels, ethanol, and associated feedstock shipments. For the year-to-date periods of 2026 compared to 2025, freight revenues from bulk shipments increased 9% from higher fuel surcharge revenues, 3% volume growth from higher grain and grain product shipments, and core pricing gains, partially offset by business mix (from lower food and refrigerated carloads).

Industrial – Industrial includes shipments of industrial chemicals and plastics, metals and minerals, forest products, and energy and specialized markets. Freight revenues from industrial shipments increased in the third quarter and year-to-date of 2026 compared to 2025 due to increased volume, core pricing gains, and higher fuel surcharge revenues, partially offset by business mix (from higher plastics and rock shipments). While all industrial business teams contributed to the 6% volume increase for the third quarter of 2026 compared to 2025, increased domestic steel, construction project-related material, and plastics demand in addition to business development efforts for higher petroleum and lumber shipments primarily drove the growth. Year-to-date carloads improved 4% as increased demand for industrial chemicals and plastics and construction project-related materials coupled with business development efforts, more than offset reduced soda ash export shipments.

Premium – Premium includes shipments of finished automobiles, automotive parts, and merchandise in intermodal containers, both domestic and international. Premium freight revenues increased 21% and 12%, respectively, in the third quarter and year-to-date periods of 2026 compared to 2025 driven by higher fuel surcharge revenues, volume growth, and core pricing gains, partially offset by business mix (from higher intermodal shipments). In the third quarter of 2026, intermodal volume increased 11% with continued strong domestic intermodal growth driven by business development and reduced truck market capacity, as well as, higher international intermodal carloads due to improving U.S. West Coast import volume and business development efforts. In addition, automotive shipments improved 2% in the third quarter of 2026 due to higher auto parts shipments resulting from business development efforts. Year-to-date 2026 intermodal volume increased 2% compared to 2025 as a 13% increase in domestic intermodal shipments more than offset a 12% decline in international intermodal carloads as a result of elevated U.S. West Coast imports in the first half of 2025. Automotive shipments decreased 1% in the year-to-date periods of 2026 compared to 2025 from lower production as a result of weaker finished vehicle demand, which offset business development efforts.

Mexico business – Freight revenues from each of our commodity groups includes revenues from shipments to and from Mexico, which increased 9%, to $820 million, in the third quarter of 2026 driven by fuel surcharge revenues and 4% volume growth from increased intermodal, finished vehicles, and construction-related shipments, partially offset by lower grain and forest product shipments. For the year-to-date period of 2026, Mexico freight revenues increased 7% to $2.4 billion compared to 2025 driven by higher fuel surcharge revenues and volume growth. Increased intermodal, finished vehicles, and grain products shipments more than offset lower petroleum, auto parts, beverage, and metals shipments, resulting in 4% volume growth.


Operating expenses
	Three months ended September 30,					Nine months ended September 30,
Millions	2026		2025		Change	2026		2025		Change
Compensation and benefits	$	1,264	1,214		4 %	$	3,731	$	3,675	2 %
Fuel	1,040		616		69	2,621		1,795		46
Purchased services and materials	746		683		9	2,128		1,956		9
Depreciation	643		618		4	1,914		1,841		4
Equipment and other rents	206		212		(3)	639		683		(6)
Other	355		352		1	1,081		1,030		5
Total	$	4,254	$	3,695	15 %	$	12,114	$	10,980	10 %

Operating expenses increased 15% compared to the third quarter of 2025 due to higher fuel prices, volume-related costs, inflation, and higher depreciation expense, which was partially offset by productivity and lower acquisition-related expenses (see Note 18 to the Condensed Consolidated Financial Statements, Item 1). For the year-to-date period of 2026, operating expenses increased 10% due to higher fuel prices, inflation, volume-related costs, depreciation, and acquisition-related expenses. These increases were partially offset by productivity and positively impacted by a $55 million crew staffing agreement ratification charge in 2025.

Table of Contents

Compensation and benefits – Compensation and benefits include wages, payroll taxes, health and welfare costs, pension costs, and incentive costs. Compensation and benefits expense increased 4% and 2% for the third quarter and the year-to-date period of 2026 compared to 2025, respectively, as wage inflation, higher incentive compensation, and training costs were partially offset by lower employee levels. Additionally, the year-to-date comparison was positively impacted by a $55 million 2025 crew staffing agreement ratification charge.

Fuel – Fuel includes locomotive fuel and gasoline for highway and non-highway vehicles and heavy equipment as well as the associated taxes and transportation costs. Fuel expense increased in both the third quarter and year-to-date periods of 2026 compared to the same periods in 2025 driven by higher locomotive diesel fuel prices and increased gross ton-miles, partially offset by improvement in the fuel consumption rate (computed as gallons of fuel consumed divided by gross ton-miles in thousands), which improved 2% in both respective periods. Locomotive diesel fuel prices averaged $4.21 and $3.59 per gallon in the third quarter and year-to-date periods of 2026, respectively, compared to $2.56 and $2.49 per gallon in the corresponding respective periods of 2025.

Purchased services and materials – Expense for purchased services and materials includes the costs of services purchased from outside contractors and other service providers (including equipment maintenance and contract expense incurred by our subsidiaries for external transportation services); materials used to maintain the Railroad’s lines, structures, and equipment; costs of operating facilities jointly used by UPRR and other railroads; transportation and lodging for train crew employees; trucking and contracting costs for intermodal containers; leased automobile maintenance expense; and tools and supplies. Purchased services and materials increased 9% in the third quarter and year-to-date period of 2026 compared to 2025 driven by higher subsidiary and intermodal volume-related costs and inflation. For the third quarter of 2026, lower acquisition-related costs more than offset the increased costs associated with maintaining a higher active fleet. Year-to-date, increased acquisition-related costs contributed to a portion of the year-to-date expense increase.

Depreciation – The majority of depreciation expense relates to road property, including rail, ties, ballast, and other track material. Depreciation expense increased 4% for both the third quarter and year-to-date periods of 2026 compared to 2025 driven by a higher depreciable asset base.

Equipment and other rents – Equipment and other rents expense primarily includes rental expense that the Railroad pays for freight cars owned by other railroads or private companies; freight car, intermodal, and locomotive leases; and office and other rent expense, offset by equity income from certain equity method investments. Equipment and other rents expense decreased 3% and 6%, respectively, in the third quarter and year-to-date periods of 2026 compared to 2025 driven by lower operating equipment lease expense and lower car hire expense from shorter haul length and volume-related incentives. These declines were partially offset by increased demand in business (primarily intermodal and construction project-related materials) utilizing freight cars owned by others and favorable 2025 contract settlements. Year-to-date, improved cycle times also contributed to lower equipment and other rents expense, although it was partially offset by lower equity income compared to 2025.

Other – Other expense includes state and local taxes; freight, equipment, and property damage; utilities; insurance; personal injury; environmental remediation; employee travel; telephone and cellular; computer software; bad debt; and other general expenses. Other expense increased 1% and 5%, respectively, in the third quarter and year-to-date periods of 2026 compared to 2025 driven by higher environmental and destroyed equipment casualty costs and other general expenses, which were partially offset by lower personal injury costs, property tax expense, and bad debt expenses. The year-to-date period of 2026 was also impacted by higher damaged freight costs.


Non-operating items
	Three months ended September 30,					Nine months ended September 30,
Millions	2026		2025		Change	2026		2025		Change
Other income, net	$	95	$	96	(1)%	$	291	$	297	(2)%
Interest expense	(312)		(327)		(5)	(945)		(984)		(4)
Income tax expense	(650)		(530)		23	(1,740)		(1,468)		19

Other income, net – Other income decreased in both the third quarter and year-to-date periods of 2026 compared to 2025 driven by higher non-operating property environmental remediation costs and lower real estate income, partially offset by increased interest income. See Note 6 to the Condensed Consolidated Financial Statements, Item 1, for additional detail.

Table of Contents

Interest expense – Interest expense decreased in both the third quarter and year-to-date periods of 2026 compared to 2025 due to lower weighted-average debt levels, partially offset by higher effective interest rates. The effective interest rate was 4.3% for the third quarter of 2026 and 4.2% for the year-to-date period of 2026 compared to 4.1% for both respective 2025 periods. The weighted-average debt levels were $30.3 billion and $32.2 billion for the third quarter of 2026 and 2025, respectively, and $30.8 billion and $32.2 billion for the nine month period of 2026 and 2025, respectively.

Income tax expense – Income tax expense increased 23% and 19%, respectively, in the third quarter and year-to-date periods of 2026 compared to 2025. The increase in income tax expense in both periods is driven by higher pre-tax income and lower deferred tax adjustments. In the year-to-date period of 2026, changes in state tax laws and other state tax matters in the second quarter resulted in a $27 million reduction in deferred tax expense. Comparatively, the year-to-date period of 2025 included a $115 million reduction in deferred tax expense in the second quarter from legislation enacted in the state of Kansas to modify the corporate income tax apportionment. Our effective tax rates were 23.8% and 22.9% for the third quarter of 2026 and 2025, respectively, and 23.2% and 21.7% for the nine month period of 2026 and 2025, respectively.

OTHER OPERATING/PERFORMANCE AND FINANCIAL STATISTICS

We report a number of key performance measures weekly to the STB. We provide these on our website at https://investor.unionpacific.com/key-performance-metrics.

Operating/performance statistics

Management continuously monitors these key operating metrics to evaluate our operational efficiency in striving to deliver the service product we sold to our customers.

Railroad performance measures are included in the table below:


	Three months ended September 30,			Nine months ended September 30,
	2026	2025	Change	2026	2025	Change
Gross ton-miles (GTMs) (billions)	232.5	223.0	4%	678.3	656.1	3%
Revenue ton-miles (billions)	114.1	108.9	5	335.5	320.4	5
Freight car velocity (daily miles per car)	228	226	1	231	220	5
Average train speed (miles per hour) [a]	24.3	24.2	-	24.8	23.9	4
Average terminal dwell time (hours) [a]	19.9	20.4	(2)	19.8	21.3	(7)
Locomotive productivity (GTMs per horsepower day)	140	140	-	142	139	2
Train length (feet)	9,969	9,801	2	9,871	9,661	2
Intermodal service performance index (%)	92	98	(6) pts	95	97	(2) pts
Manifest service performance index (%)	93	100	(7) pts	95	98	(3) pts
Workforce productivity (car miles per employee)	1,219	1,165	5	1,186	1,126	5
Total employees (average)	28,540	28,871	(1)	28,658	29,576	(3)
Operating ratio (%)	59.1	59.2	(0.1) pts	59.7	59.6	0.1 pts

[a]As reported to the STB.

Gross and revenue ton-miles – Gross ton-miles are calculated by multiplying the weight of loaded and empty freight cars by the number of miles hauled. Revenue ton-miles are calculated by multiplying the weight of freight by the number of rate miles. Gross ton-miles increased 4% while revenue ton-miles increased 5% in the third quarter of 2026 compared to 2025 and corresponding carloads increased 6%. For the year-to-date period of 2026 compared to 2025, gross ton-miles increased 3% and revenue ton-miles increased 5% while corresponding carloads increased 3%. The variance in gross ton-miles, revenue ton-miles, and carloads was driven by changes in business mix. In the third quarter of 2026, business mix was impacted by higher intermodal shipments, which are generally lighter, while the year-to-date business mix was affected by higher grain shipments that are generally heavier.

Freight car velocity – Freight car velocity measures the average daily miles per car on our network. The two key drivers of this metric are the speed of the train between terminals (average train speed) and the time a rail car spends at the terminals (average terminal dwell time). Freight car velocity increased 1% and 5%, respectively, in the third quarter and year-to-date periods of 2026 compared to 2025 driven by reduced terminal dwell combined with improved train speed in both periods.

Table of Contents

Locomotive productivity – Locomotive productivity is gross ton-miles per average daily locomotive horsepower available. In the third quarter of 2026, locomotive productivity remained consistent with 2025 as the active fleet increased 2% to support 4% higher gross ton-miles while maintaining network fluidity and asset efficiency. For the year-to-date period, locomotive productivity improved 2% compared to 2025, with a 1% smaller active fleet handling 3% more gross ton-miles.

Train length – Train length is the average maximum train length on a route measured in feet. Train length increased 2% in the third quarter and year-to-date periods of 2026 compared to 2025 due to train length improvement initiatives, including optimization of the transportation plan and mainline capacity investments, enabling us to efficiently handle increasing carload volume.

Service performance index (SPI) – SPI is a ratio of the service customers are currently receiving relative to the best monthly performance over the last three years. Measuring our performance relative to a historical benchmark demonstrates our focus on continuously improving service for our customers. Our SPI is calculated for intermodal and manifest products. For the third quarter and year-to-date periods of 2026, both SPI measures declined compared to the respective 2025 period as a result of a comparison against a higher benchmark standard. Intermodal SPI declined 6 points and 2 points, respectively, in the third quarter and year-to-date periods of 2026 compared to 2025 while manifest SPI declined 7 points and 3 points, respectively.

Workforce productivity – Workforce productivity is average daily car miles per employee. Workforce productivity improved 5% in the third quarter and year-to-date periods of 2026, respectively, compared to 2025. Lower employee levels, which declined 1% and 3%, respectively, combined with higher average daily car miles enabled the improvement. We continually align our active train, engine, and yard (TE&Y) workforce to meet customer demands while operating a fluid network.

Operating ratio – Operating ratio is our operating expenses reflected as a percentage of operating revenues. For the third quarter of 2026, our operating ratio of 59.1% improved 0.1 points as top-line growth from increased volume and core pricing gains, productivity, and lower acquisition-related costs offset the impact of higher fuel costs and inflation. The year-to-date 2026 operating ratio of 59.7% deteriorated 0.1 points as the impact of higher fuel prices, inflation, and acquisition-related expenses more than offset core pricing gains, productivity initiatives, and the positive comparison from the $55 million crew staffing agreement ratification charge in 2025.

Table of Contents


Debt / net income
Millions, except ratios for the trailing twelve months ended [1]	Sep. 30, 2026		Dec. 31, 2025
Debt	$	30,324	$	31,814
Net income	7,618		7,138
Debt / net income	4.0		4.5


Adjusted debt / adjusted EBITDA
Millions, except ratios for the trailing twelve months ended [1]	Sep. 30, 2026		Dec. 31, 2025
Net income	$	7,618	$	7,138
Add:
Income tax expense	2,300		2,028
Depreciation	2,538		2,465
Interest expense	1,270		1,309
EBITDA	$	13,726	$	12,940
Adjustments:
Other income, net	(623)		(629)
Interest on operating lease liabilities [2]	33		40
Adjusted EBITDA (a)	$	13,136	$	12,351
Debt	$	30,324	$	31,814
Operating lease liabilities	788		1,008
Adjusted debt (b)	$	31,112	$	32,822
Adjusted debt / adjusted EBITDA (b/a)	2.4		2.7

[1]The trailing twelve months income statement information ended September 30, 2026, is recalculated by taking the twelve months ended December 31, 2025, subtracting the nine months ended September 30, 2025, and adding the nine months ended September 30, 2026.

[2]Represents the hypothetical interest expense we would incur (using the incremental borrowing rate) if the property under our operating leases were owned or accounted for as finance leases.

Adjusted debt (total debt plus operating lease liabilities plus after-tax unfunded pension and OPEB (other post-retirement benefit) obligations) to adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and adjustments for other income and interest on present value of operating leases) is considered a non-GAAP financial measure by SEC Regulation G and Item 10(e) of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe this measure is important to management and investors in evaluating the Company’s ability to sustain given debt levels (including leases) with the cash generated from operations. In addition, a comparable measure is used by rating agencies when reviewing the Company’s credit rating. Adjusted debt to adjusted EBITDA should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. The most comparable GAAP measure is debt to net income ratio. The tables above provide reconciliations from net income to adjusted EBITDA, debt to adjusted debt, and debt to net income to adjusted debt to adjusted EBITDA. At September 30, 2026, and December 31, 2025, the incremental borrowing rate on operating leases was 4.2% and 4.0%, respectively. Pension and OPEB were funded at September 30, 2026, and December 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Financial condition


Cash flows
Millions, for the nine months ended September 30,	2026		2025
Cash provided by operating activities	$	8,302	$	7,065
Cash used in investing activities	(3,456)		(2,791)
Cash used in financing activities	(3,908)		(4,472)
Net change in cash, cash equivalents, and restricted cash	$	938	$	(198)

Table of Contents

Operating activities

Cash provided by operating activities increased 18% in the first nine months of 2026 compared to the same period of 2025 driven by lower income taxes paid and higher net income.

Investing activities

Cash used in investing activities increased 24% in the first nine months of 2026 compared to the same period of 2025 driven by net purchases and maturities of short-term investments.

The table below details cash capital investments:


Millions, for the nine months ended September 30,	2026		2025
Rail and other track material	$	406	$	395
Ties	453		447
Ballast	174		158
Other [a]	477		474
Total road infrastructure replacements	1,510		1,474
Line expansion and other capacity projects	212		184
Commercial facilities	142		251
Total capacity and commercial facilities	354		435
Locomotives and freight cars [b]	693		642
Technology and other	277		241
Total cash capital investments [c]	$	2,834	$	2,792

[a]Other includes bridges and tunnels, signals, other road assets, and road work equipment.

[b]Locomotives and freight cars include early lease buyouts of $320 million in 2026 and $311 million in 2025.

[c]Weather-related damages for the nine months ended September 30, 2026 and 2025, are immaterial.

See Note 18 of the Condensed Consolidated Financial Statements, Item 1, for the pending acquisition of Norfolk Southern.

Capital plan

In 2026, we expect our capital plan to be approximately $3.5 billion. We plan to continue to make investments to support our growth strategy, improve the safety, resiliency, and operational efficiency of the network, harden our infrastructure, and replace older assets, including modernization of our locomotive fleet and acquiring freight cars to support replacement and growth opportunities. In addition, the plan includes investments in growth-related projects to drive more carloads to the network and enhance productivity through technology. This includes terminal investments supporting our manifest network and intermodal ramps to efficiently handle new and existing customers, along with siding investments (extensions and new), and second mainline track projects. The capital plan may be revised if business conditions warrant or if laws or regulations affect our ability to generate sufficient returns on these investments.

Financing activities

Cash used in financing activities decreased 13% in the first nine months of 2026 compared to the same period of 2025 driven by the pause of our share repurchases as part of the pending acquisition of Norfolk Southern, partially offset by a decrease in debt issued.

See Note 14 of the Condensed Consolidated Financial Statements, Item 1, for a description of our financing arrangements, Note 16 of the Condensed Consolidated Financial Statements, Item 1, for a description of our share repurchase programs, and Note 18 of the Condensed Consolidated Financial Statements, Item 1, for the pending acquisition of Norfolk Southern.

Free cash flow and cash flow conversion rate – Free cash flow is defined as cash provided by operating activities less cash used in investing activities and dividends paid. Cash flow conversion rate is defined as cash provided by operating activities less cash used for capital investments as a ratio of net income.

Table of Contents

Free cash flow and cash flow conversion rate are considered non-GAAP financial measures by SEC Regulation G and Item 10(e) of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. We believe free cash flow and cash flow conversion rate are important to management and investors in evaluating our financial performance and measures our ability to generate cash without additional external financing. Free cash flow and cash flow conversion rate should be considered in addition to, rather than as a substitute for, cash provided by operating activities.

The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure):


Millions, for the nine months ended September 30,	2026		2025
Cash provided by operating activities	$	8,302	$	7,065
Cash used in investing activities	(3,456)		(2,791)
Dividends paid	(2,484)		(2,418)
Free cash flow	$	2,362	$	1,856

The following table reconciles cash provided by operating activities (GAAP measure) to cash flow conversion rate (non-GAAP measure):


Millions, except percentages, for the nine months ended September 30,	2026		2025
Cash provided by operating activities	$	8,302	$	7,065
Cash used in capital investments	(2,834)		(2,792)
Total (a)	$	5,468	$	4,273
Net income (b)	$	5,770	$	5,290
Cash flow conversion rate (a/b)	95%		81%

Current liquidity status

We are continually evaluating our financial condition and liquidity. We analyze a wide range of economic scenarios and the impact on our ability to generate cash. These analyses inform our liquidity plans and activities outlined below and indicate we have sufficient borrowing capacity to sustain an extended period of lower volume.

During the nine months ended September 30, 2026, we generated $8.3 billion of cash provided by operating activities and paid our quarterly dividends. Our quarterly dividend increased from $1.38 per share to $1.42 per share in the third quarter of 2026. In the third quarter of 2025, we announced the pending acquisition of Norfolk Southern described in Note 18 of the Condensed Consolidated Financial Statements, Item 1, and paused our share repurchases. On September 30, 2026, we had $2.2 billion of cash and cash equivalents, $875 million of short-term investments, $2.0 billion of credit available under our revolving credit facility, and $600 million undrawn on the Receivables Facility. We have been, and we expect to continue to be, in compliance with our debt covenants.

Table of Contents

We have contractual obligations that may affect our financial condition as described in the notes to the Condensed Consolidated Financial Statements and as referenced in the table below, as well as commitments related to the pending acquisition of Norfolk Southern, which are described in Note 18 of the Condensed Consolidated Financial Statements, Item 1, but not included in the table below. Based on our assessment of the underlying provisions and circumstances of our contractual obligations, other than the risks that we and other similarly situated companies face with respect to the condition of the capital markets, as of the date of this filing, there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur that would have a material adverse effect on our consolidated results of operations, financial condition, or liquidity. In addition, our commercial obligations, financings, and commitments described below are customary transactions that are like those of other comparable corporations, particularly within the transportation industry.

The following table identifies material contractual obligations as of September 30, 2026:


			Oct. 1, through Dec. 31, 2026		Payments Due by Dec. 31,
Millions	Total				2027		2028		2029		2030		After 2030
Debt [a]	$	56,889	$	189	$	2,455	$	2,402	$	2,360	$	1,816	$	47,667
Purchase obligations [b]	1,949		150		576		470		427		302		24
Operating leases [c]	879		52		224		191		130		109		173
Other post-retirement benefits [d]	328		9		36		36		36		36		175
Finance lease obligations [e]	74		2		37		14		21		-		-
Total contractual obligations	$	60,119	$	402	$	3,328	$	3,113	$	2,974	$	2,263	$	48,039

[a]Excludes finance lease obligations of $68 million as well as unamortized discount and deferred issuance costs of ($1,648) million. Includes an interest component of $24,985 million.

[b]Purchase obligations include locomotive maintenance contracts; purchase commitments for ties, ballast, and rail; and agreements to purchase other goods and services.

[c]Includes leases for locomotives, freight cars, other equipment, and real estate. Includes an interest component of $91 million.

[d]Includes estimated other post-retirement, medical, and life insurance payments and payments made under the unfunded pension plan for the next ten years.

[e]Represents total obligations, including interest component of $6 million.

OTHER MATTERS

Asserted and unasserted claims – See Note 15 to the Condensed Consolidated Financial Statements, Item 1.

Indemnities – See Note 15 to the Condensed Consolidated Financial Statements, Item 1.

Pending Acquisition – See Note 18 to the Condensed Consolidated Financial Statements, Item 1, and the Agreement and Plan of Merger dated as of July 28, 2025, by and among UPC, Ruby Merger Sub 1 Corporation, Ruby Merger Sub 2 LLC, and Norfolk Southern, which is incorporated herein by reference to Exhibit 2.1 to the Corporation’s Current Report on Form 8-K dated July 29, 2025.

Table of Contents

CAUTIONARY INFORMATION

Certain statements in this report, and statements in other reports or information filed or to be filed with the SEC (as well as information included in oral statements or other written statements made or to be made by us), are, or will be, forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements and information include, without limitation, statements and information set forth under the captions “Liquidity and Capital Resources” regarding our capital plan, share repurchase programs, contractual obligations, and "Other Matters" in this Item 2 of Part I. Forward-looking statements and information also include any other statements or information in this report (including information incorporated herein by reference) regarding: the merger agreement and the transactions contemplated therein (described in Note 18 to the Condensed Consolidated Financial Statements, Item 1), potential impacts of public health crises, including pandemics, epidemics, and the outbreak of other contagious disease, such as the coronavirus and its variant strains (COVID); wars, conflicts, and other geopolitical tensions in Ukraine, the Middle East, and elsewhere, and any impacts on our business operations, financial results, liquidity, and financial position, and on the world economy (including customers, employees, and supply chains), including as a result of fluctuations in volume and carloadings; closing of customer manufacturing, distribution, or production facilities; expectations as to operational or service improvements; expectations as to hiring challenges; availability of employees; expectations regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, and transportation plan modifications (including those discussed in response to increased traffic); expectations as to cost savings, revenue growth, and earnings; the time by which goals, targets, aspirations, or objectives will be achieved; projections, predictions, expectations, estimates, or forecasts as to our business, financial, and operational results, future economic performance, and general economic conditions; proposed new products and services; estimates of costs relating to environmental remediation and restoration; estimates and expectations regarding tax matters; estimates and expectations regarding current or potential tariffs; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, cyber-attacks, or other matters will not have a material adverse effect on our consolidated results of operations, financial condition, or liquidity and any other similar expressions concerning matters that are not historical facts. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “could,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” “pro forma,” and similar words, phrases, expressions, or other comparable terminology.

Forward-looking statements should not be read as a guarantee of future performance, results, or outcomes, and will not necessarily be accurate indications of the times that, or by which, such performance, results, or outcomes will be achieved, if ever. Forward-looking statements and information are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements and information. Forward-looking statements and information reflect the good faith consideration by management of currently available information, and may be based on underlying assumptions believed to be reasonable under the circumstances. However, such information and assumptions (and, therefore, such forward-looking statements and information) are or may be subject to variables or unknown or unforeseeable events or circumstances over which management has little or no influence or control, and many of these risks and uncertainties are currently amplified by and may continue to be amplified by, or in the future may be amplified by, among other things, macroeconomic and geopolitical conditions.

The Risk Factors in Item 1A of our 2025 Annual Report on Form 10-K, filed February 6, 2026, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in any forward-looking statements or information. To the extent circumstances require or we deem it otherwise necessary, we will update or amend these risk factors in a Form 10-Q, Form 8-K, or subsequent Form 10-K. All forward-looking statements are qualified by, and should be read in conjunction with, these Risk Factors.

Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward looking information to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

Table of Contents

AVAILABLE INFORMATION

Our Internet website is www.up.com. We make available free of charge on our website (under the “Investors” caption link) our Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; our current reports on Form 8-K; our proxy statements; Forms 3, 4, and 5, filed on behalf of directors and certain executive officers; and amendments to such reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act). We provide these reports and statements as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We also make available on our website previously filed SEC reports and exhibits via a link to EDGAR on the SEC’s Internet site at www.sec.gov. We provide these previously filed reports as a convenience and their contents reflect only information that was true and correct as of the date of the report. We assume no obligation to update this historical information. Additionally, our corporate governance materials, including By-Laws, Board Committee charters, governance guidelines and policies, and codes of conduct and ethics for directors, officers, and employees are available on our website. From time to time, the corporate governance materials on our website may be updated as necessary to comply with rules issued by the SEC and the New York Stock Exchange or as desirable to promote the effective and efficient governance of our Company. Any security holder wishing to receive, without charge, a copy of any of our SEC filings or corporate governance materials should send a written request to: Secretary, Union Pacific Corporation, 1400 Douglas Street, Omaha, NE 68179.

References to our website address in this report, including references in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 2, are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to the Quantitative and Qualitative Disclosures About Market Risk previously disclosed in our 2025 Annual Report on Form 10-K.

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer (CEO) and Executive Vice President and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based upon that evaluation, the CEO and the CFO concluded that, as of the end of the period covered by this report, the Corporation’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Additionally, the CEO and CFO determined that there were no changes to the Corporation’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in legal proceedings, claims, and litigation that occur in connection with our business. We routinely assess our liabilities and contingencies in connection with these matters based upon the latest available information and, when necessary, we seek input from our third-party advisors when making these assessments. Consistent with SEC rules and requirements, we describe below material pending legal proceedings (other than ordinary routine litigation incidental to our business), material proceedings known to be contemplated by governmental authorities, other proceedings arising under federal, state, or local environmental laws and regulations (including governmental proceedings involving potential fines, penalties, or other monetary sanctions in excess of $1,000,000), and such other pending matters that we may determine to be appropriate. See also Note 15 to the Condensed Consolidated Financial Statements, Item 1 for additional information regarding legal proceedings, which is incorporated herein by reference.

Environmental matters

We receive notices from the U.S. Environmental Protection Agency (EPA) and state environmental agencies alleging that we are or may be liable under federal or state environmental laws for remediation costs at various sites throughout the U.S., including sites on the Superfund National Priorities List or state superfund lists. We cannot predict the ultimate impact of these proceedings and suits because of the number of potentially responsible parties involved, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs.

Information concerning environmental claims and contingencies and estimated remediation costs is set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Environmental, Item 7, and Note 17 of the Financial Statements and Supplementary Data, Item 8, of our 2025 Annual Report on Form 10-K.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the risk factors disclosed in our Form 10-K for the year ended December 31, 2025. These risks could materially and adversely affect our business, financial condition, results of operations (including revenues and profitability), and/or stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of equity securities – The following table presents common stock repurchases during each month for the third quarter of 2026:


Period	Total number of shares purchased [a]	Average price paid per share		Total number of shares purchased as part of a publicly announced plan or program [b]	Maximum number of shares that may be purchased under current authority [c]
Jul. 1 through Jul. 31	355	$	290.57	-	93,888,442
Aug. 1 through Aug. 31	1,337	300.62		-	93,888,442
Sep. 1 through Sep. 30	151	284.10		-	93,888,442
Total	1,843	$	297.33	-	N/A

[a]Total number of shares purchased during the quarter includes 1,843 shares delivered or attested to UPC by employees to pay stock option exercise prices and satisfy tax withholding obligations for stock option exercises or vesting of retention awards.

[b]As part of the pending acquisition of Norfolk Southern described in Note 18 to the Condensed Consolidated Financial Statements, Item 1, we paused our share repurchases.

[c]Effective April 1, 2025, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, 2028.

Item 3. Defaults Upon Senior Securities

None.

Table of Contents

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit No.			Description

Filed with this Statement

10(a)			Union Pacific Corporation Key Employee Continuity Plan, as amended and restated effective as of September 24, 2026.

10(b)			Union Pacific Corporation Executive In c entive Plan, effective May 5, 2005, amended and restated effective September 24, 2026.

10(c)			Union Pacific Corporation 2021 Stock Incentive Plan, effective as of May 13, 2021, amended and restated September 24, 2026.

31(a)			Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - V. James Vena.

31(b)			Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Jennifer L. Hamann.

32			Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - V. James Vena and Jennifer L. Hamann.

101			The following financial and related information from Union Pacific Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (filed with the SEC on October 22, 2026), formatted in Inline Extensible Business Reporting Language (iXBRL) includes (i) Condensed Consolidated Statements of Income for the periods ended September 30, 2026 and 2025, (ii) Condensed Consolidated Statements of Comprehensive Income for the periods ended September 30, 2026 and 2025, (iii) Condensed Consolidated Statements of Financial Position at September 30, 2026, and December 31, 2025, (iv) Condensed Consolidated Statements of Cash Flows for the periods ended September 30, 2026 and 2025, (v) Condensed Consolidated Statements of Changes in Common Shareholders’ Equity for the periods ended September 30, 2026 and 2025, and (vi) the Notes to the Condensed Consolidated Financial Statements.

104			Cover Page Interactive Data File, formatted in Inline XBRL (contained in Exhibit 101).

Incorporated by Reference

2			Agreement and Plan of Merger dated as of July 28, 2025, by and among UPC, Ruby Merger Sub 1 Corporation, Ruby Merger Sub 2 LLC and Norfolk Southern Corporation is incorporated herein by reference to Exhibit 2.1 to the Corporation's Current Report on Form 8-K dated July 29, 2025.

3(a)			Restated Articles of Incorporation of UPC, as amended and restated through June 27, 2011, and as further amended May 15, 2014, are incorporated herein by reference to Exhibit 3(a) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

3(b)			By-Laws of UPC, as amended, effective November 19, 2015, are incorporated herein by reference to Exhibit 3.2 to the Corporation’s Current Report on Form 8-K dated November 19, 2015.

Table of Contents

SIGNATURES

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 thereunto duly authorized.

Dated: October 22, 2026


		UNION PACIFIC CORPORATION (Registrant)

By	/s/ Jennifer L. Hamann
	Jennifer L. Hamann
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

By	/s/ Carrie J. Powers
	Carrie J. Powers
	Vice President, Controller, and
	Chief Accounting Officer
	(Principal Accounting Officer)