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UNPUnion Pacific Corporation

Industrials · Railroads · NYSE
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The 10-K against last year's

109 changes: 46 added, 4 removed, 58 reworded, 1 quiet changes

10-K Feb 6, 2026 vs Feb 7, 2025
Risk FactorsRedline ↓
32.5%
of the text changed · 8,806 words now
19.2%
of the text changed · 7,672 words now
Legal ProceedingsRedline ↓
4.5%
of the text changed · 729 words now
Accounting PoliciesRedline ↓
2.1%
of the text changed · 2,213 words now

10-K 0000100885-26-000037 (2026-02-06) vs 10-K 0000100885-25-000042 (2025-02-07)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 175 words changed in this paragraph; it is 62% similar to last year's version.
•Business Volumes volumes – Macroeconomic We expect macroeconomic uncertainties remain to persist in 2025 that 2026, and those uncertainties could have a material impact on our 2025 2026 financial and operating results. Current forecasts for 2025 2026 industrial production show a slight increase versus 2024. is forecasted to be essentially flat with 2025, coupled with reduced expectations for housing starts and light vehicle sales. Lower international intermodal business, largely due to the resumption of historical trade patterns, is expected to negatively impact volumes. However, higher coal demand, from elevated natural gas prices and increased coal-fired electricity production, is expected to positively impact volumes. In addition, other factors, such as imposition of higher tariffs and geopolitical instability or changes in domestic and foreign monetary policy trade policies that may affect economic activity and demand for rail transportation; natural gas prices, weather conditions, and demand for other energy sources may impact the coal market; crude oil prices and spreads may drive demand for petroleum products and drilling materials; available truck capacity could impact our intermodal business; and international trade agreements could promote or hinder trade. Lower coal demand, resulting from ongoing competitive energy dynamics and reduced coal-fired electricity production, and lower international intermodal business, due to the west coast volume surge in 2024, are expected to negatively impact volumes. Additionally, the way our customers are affected by and respond to the implementation of new tariffs may influence our volume levels and traffic flows. Fuel prices may continue to fluctuate in the current economic environment. As prices fluctuate, there will be a timing impact on earnings, as our fuel surcharge programs trail increases or decreases in fuel prices by approximately two months. Regardless of macroeconomic or other external factors, we will focus remain focused on operating a safe railroad safe, fluid, and efficient rail network while delivering the service we sold to our customers as well as effective asset utilization, cost control, and seeking capitalizing on new business opportunities.

Source: Item 7, 10-K 0000100885-26-000037 vs Item 7, 10-K 0000100885-25-000042

Risk Factors 131 words changed in this paragraph; it is 80% similar to last year's version.
We Are Subject are subject to Significant Governmental Regulation significant governmental regulation – We are subject to governmental regulation by a significant number of federal, state, and local authorities covering a variety of health, safety, labor, employment, environmental, economic (as discussed below), tax, social, and other matters. Many laws and regulations require us to obtain and maintain various licenses, permits, and other authorizations, and we cannot guarantee that we will continue to be able to do so. Our failure to comply with applicable laws and regulations could have a material adverse effect on us as a result of litigation or proceedings by private parties, governments, or regulators, including and in addition to those described in Note 17 to the Consolidated Financial Statements entitled "Commitments and Contingencies." Governments or regulators may change the legislative or regulatory frameworks that we operate in without providing us any recourse to address any adverse effects on our business, including, without limitation, regulatory determinations or rules regarding dispute resolution, increasing the amount of our traffic subject to common carrier regulation, business relationships with other railroads, use of embargoes, calculation of our cost of capital or other inputs relevant to computing our revenue adequacy, the prices we charge, changes in tax rates, enactment of new tax laws or tariffs, and revision in tax regulations. Significant legislative activity in Congress or regulatory activity by other government branches or agencies, such as the STB, could expand regulation of railroad operations and pricing for rail services, which could reduce the viability of capital spending on our rail network, facilities, and equipment, and increase our costs for purchased goods and services. Such legislative or regulatory activity, or recent tariff activity imposed in the U.S. and retaliatory tariffs implemented in other countries, could have a material adverse effect on our results of operations, financial condition, and liquidity. During fiscal year 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and materials. Several countries also implemented or proposed retaliatory tariffs on imports from the U.S., as well as other barriers to trade. Incremental import tariffs adversely affected demand for our services and increased our costs for purchased goods and services during fiscal year 2025 and may continue to do so in 2026. In addition, retaliatory tariffs by regions outside the U.S., currently in effect or adopted in the future, may impact demand for our services and our costs for purchased goods and services.

Source: Item 1A, 10-K 0000100885-26-000037 vs Item 1A, 10-K 0000100885-25-000042

Accounting Policies 24 words changed in this paragraph; it is 77% similar to last year's version.
Translation of Foreign Currency foreign currency – Our portion of the assets and liabilities related to foreign investments are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during the year. Unrealized gains or losses are reflected within common shareholders’ equity as accumulated other comprehensive income or loss.

Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0000100885-26-000037 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0000100885-25-000042

Legal Proceedings 5 words changed in this paragraph; it is 96% similar to last year's version.
We continue to deny the allegations that our fuel surcharge programs violate the antitrust laws or any other laws. We believe that these lawsuits are without merit, and we will vigorously defend our actions. actions, including on appeal. Therefore, we currently believe that these matters will not have a material adverse effect on any of our results of operations, financial condition, and liquidity.

Source: Item 3, 10-K 0000100885-26-000037 vs Item 3, 10-K 0000100885-25-000042

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of UNP's Risk Factors and MD&A, 10-K 2026-02-06 against 10-K 2025-02-07. Each links to the text at sec.gov.

AddedRisk Factors
The mergers are subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the mergers could have material adverse effects on our business — On July 28, 2025, the Company, 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 completion of the mergers (as defined in the merger agreement) is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the mergers and timing thereof uncertain. Also, either the Company or Norfolk Southern may terminate the merger agreement if the mergers have not been consummated by January 28, 2028, which is referred to as the end date (subject to an automatic extension in certain circumstances), except that this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has been the primary cause of the failure of the mergers to be consummated on or before that date.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
If the mergers are not completed, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the mergers, we will be subject to a number of risks, including the following:

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
•time, resources, and costs committed by our management team to matters relating to the mergers could otherwise have been devoted to pursuing other beneficial opportunities;

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
•we may experience negative reactions from the financial markets or from customers, suppliers, employees, labor unions, or other business partners; and

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
•we will be required to pay our respective costs relating to the mergers, such as legal, accounting, and printing fees, whether or not the mergers are completed.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
In addition, if the mergers are not completed, we could be subject to litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against us to perform our obligations under the merger agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant. The materialization of any of these risks could adversely impact our ongoing business.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
Similarly, delays in the completion of the mergers could, among other things, result in additional transaction costs, loss of revenues, or other negative effects associated with uncertainty about completion of the mergers.

Read it in 10-K 2026-02-06 at sec.gov ↗

Show the other 10
AddedRisk Factors
The merger agreement contains provisions that limit our ability to pursue alternatives to the mergers, and, in specified circumstances, could require us to pay substantial termination fees to Norfolk Southern — The merger agreement contains certain provisions that restrict our ability to initiate, solicit, knowingly encourage, or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any alternative proposal.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
In some circumstances, upon termination of the merger agreement in connection with an alternative proposal, we may be required to pay a termination fee of $2.5 billion to Norfolk Southern.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
These provisions could discourage a potential acquiror of us or alternative merger partner that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative acquisition transaction with us from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per-share value than the per-share value proposed to be realized in the mergers. In particular, a termination fee, if applicable, could result in a potential acquiror of us or alternative merger partner proposing to pay a lower price to our shareholders than it might otherwise have proposed to pay absent such a fee.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedRisk Factors
If the merger agreement is terminated in accordance with its terms, and we or Norfolk Southern seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedMD&A
•Safety – Building on the foundation and commitment to our safety culture, 2025 furthered our progress towards world-class safety. With a focus on four central pillars – Injury Prevention, Leverage Technology, Situational Awareness Testing, and Peer-to-Peer Engagement, we are cultivating a safety-focused mindset so all of our employees return home safely each day.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedMD&A
•Operational Excellence – We effectively adapted to shifts in business traffic mix throughout 2025 as we handled elevated international intermodal shipments in the first half of the year coupled with strong bulk shipments throughout the year. As customer demand changed, we efficiently modified our resources to match demand while improving our service performance.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedMD&A
[1]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.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedMD&A
On July 4, 2025, H.R.1 was enacted that makes key elements of the 2017 Tax Cuts and Jobs Act permanent, including provisions for 100% bonus depreciation on qualified property and fully expensing internally developed software, which has and will continue to favorably impact our cash provided by operating activities.

Read it in 10-K 2026-02-06 at sec.gov ↗

AddedMD&A
Pending Acquisition – See Note 20 to the Financial Statements and Supplementary Data, Item 8, and the Agreement and Plan of Merger dated as of July 28, 2025, by and among the Company, 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.

Read it in 10-K 2026-02-06 at sec.gov ↗

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