UNION PACIFIC CORP (UNP) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that UNION PACIFIC CORP surfaced in its latest filing.

• New U.S. tariffs imposed in fiscal year 2025 on imports from a broad range of countries and materials, with incremental import tariffs adversely affecting demand and increasing costs for purchased goods and services.2025
• Several countries implemented or proposed retaliatory tariffs on U.S. imports and other trade barriers in response to U.S. tariffs.
• Merger agreement dated July 28, 2025 among the Company, Norfolk Southern, Ruby Merger Sub 1 Corporation, and Ruby Merger Sub 2 LLC.July 28, 2025
• Termination right if mergers not consummated by January 28, 2028 (end date, subject to automatic extension in certain circumstances).January 28, 2028
• Upon termination in connection with an alternative proposal, we may be required to pay a termination fee of $2.5 billion to Norfolk Southern.
• In January 2026, the STB rejected the major merger application as incomplete without prejudice, and a revised application would commence a new review.January 2026