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 tariffs were imposed in the U.S. during fiscal year 2025 on imports from a broad range of countries and materials, with several countries implementing or proposing retaliatory tariffs.2025
• Incremental import tariffs adversely affected demand for our services and increased costs for purchased goods and services during fiscal year 2025 and may continue to do so in 2026.2025
• Merger agreement dated July 28, 2025 with Norfolk Southern, conditioned upon regulatory approvals, with either party able to terminate if not consummated by January 28, 2028 (subject to automatic extension).July 28, 2025
• In January 2026, the U.S. Surface Transportation Board (STB) rejected the major merger application as incomplete without prejudice, requiring a revised application and new review.January 2026
• Upon termination of the merger agreement in connection with an alternative proposal, a termination fee of $2.5 billion may be payable to Norfolk Southern.
• The United States-Mexico-Canada Agreement (USMCA) or other international trade agreements could be adversely impacted by new laws, rules, regulations, or their interpretation.
• We could be adversely affected by litigation or proceedings described in Note 17 to the Consolidated Financial Statements entitled 'Commitments and Contingencies'.
• The Company may be adversely affected by litigation or proceedings relating to failure to complete the merger with Norfolk Southern or enforcement proceedings.