UNP

• Second quarter 2026 net income was $2.0 billion, up 6% from $1.9 billion in Q2 2025.
• Diluted EPS was $3.36, up 7% from $3.15 in Q2 2025; adjusted diluted EPS was $3.41, up 13%.
• Reported operating ratio was 59.7%, up 70 basis points; adjusted operating ratio was 59.2%, up 110 basis points.
• Company improved 2026 outlook to high-single digit EPS growth, affirming capital plan of $3.3 billion and consistent dividend increases.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All 11 director nominees were elected to one-year terms ending at the 2027 annual meeting; each received a majority of votes for, with the lowest vote total being 453,856,480 for Michael R. McCarthy.
• Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditor for 2026, with 506,109,723 votes for, 31,880,708 against, and 879,963 abstentions.
• The advisory 'Say on Pay' proposal to approve executive compensation was approved, with 454,118,030 votes for, 24,436,114 against, and 2,241,179 abstentions.
• The report was filed under Item 5.07 to disclose the results of these shareholder votes.

5.07 Submission of Matters to a Vote of Security Holders

• Operating revenue rose 3% to $6.2 billion, and freight revenue increased 4% to $5.893 billion.
• Reported operating ratio improved to 60.5%, and adjusted operating ratio was 59.9%.
• The company affirmed its 2026 outlook, including mid-single-digit EPS growth and a $3.3 billion capital plan.
• Results included $36 million in merger costs related to the proposed Norfolk Southern acquisition.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fourth quarter 2025 net income was $1.8 billion, with diluted EPS of $3.11; adjusted diluted EPS was $2.86.
• Full year 2025 net income was $7.1 billion, with diluted EPS of $11.98; adjusted diluted EPS was $11.66.
• Fourth quarter operating ratio was 60.5% (adjusted 60.0%); full year operating ratio was 59.8% (adjusted 59.3%).
• 2026 outlook includes mid-single digit EPS growth, pricing above inflation, and a capital plan of $3.3 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The companies entered into a merger agreement on July 29, 2025, to create America's first transcontinental railroad.
• The application is nearly 7,000 pages and includes over 2,000 letters of support; shareholders at both companies voted 99% in favor.
• The combined network would span 50,000 route miles, connect 43 states and more than 100 ports, and convert 10,000 interline lanes to single-line service.
• The companies expect to eliminate 2,400 daily rail car handlings, convert 2 million truckloads to rail annually, and invest $2.1 billion in incremental capital.
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7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• W. Anthony Will, age 60, was elected to Union Pacific Corporation's Board of Directors, effective January 5, 2026.
• Will is currently President and CEO of CF Industries Holdings, Inc., retiring from that role on January 4, 2026.
• The Board determined Will is independent under NYSE listing standards and has no material relationship with the Company.
• A press release regarding the appointment was issued on December 12, 2025.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The Adjournment Proposal was also approved (443,263,243 for, 24,770,175 against, 855,466 abstentions), but no adjournment was needed.
• A quorum of approximately 79% of outstanding shares (468,888,884 of 593,127,035 shares) was present at the meeting.
• The merger remains subject to regulatory approvals, including from the Surface Transportation Board, and other customary closing conditions.
• Union Pacific issued a press release on November 14, 2025, announcing the results, with 99.5% of votes cast in favor of the transaction.

5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Union Pacific and Norfolk Southern are supplementing the Joint Proxy Statement/Prospectus with additional disclosures related to the proposed merger.
• The companies deny the allegations and state the supplemental disclosures are voluntary and not an admission of liability.
• The supplemental disclosures include details on financial advisor analyses, such as Morgan Stanley's valuation metrics and broker price targets.
• Special shareholder meetings for both companies are scheduled for November 14, 2025, to vote on the merger.

8.01 Other Events