Union Pacific Corporation (UNP) Q3 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Union Pacific is a domestic filer, so its complete quarterly financial statements are in its Forms 10-Q and 10-K. Each quarterly earnings release, furnished as Exhibit 99.1 to a Form 8-K, also carries condensed, unaudited statements. These are useful for tracing figures to their source:

• Q3 2026 (8-K filed October 22, 2026, accession 0000100885-26-000319): income statement for the third quarter and nine months ended September 30, 2026 and 2025; balance sheet at September 30, 2026 and December 31, 2025; cash flow statement for the nine months only (year to date); quarter-by-quarter 2026 income statement; non-GAAP reconciliations. The release prints no stand-alone three-month cash flow statement.
• Q2 2026 (8-K filed July 23, 2026, accession 0000100885-26-000249): income statement for the second quarter and six months ended June 30, 2026 and 2025; balance sheet at June 30, 2026; cash flow statement for the six months only (year to date).
• Q1 2026 (8-K filed April 23, 2026, accession 0000100885-26-000154): income statement, balance sheet at March 31, 2026, and cash flow statement for the three months ended March 31, 2026 and 2025.
• Q4 and full year 2025 (8-K filed January 27, 2026, accession 0000100885-26-000032): income statement for the fourth quarter and full year 2025 and 2024; balance sheet at December 31, 2025 and 2024; full-year cash flow statement; quarter-by-quarter 2025 income statement.
• Q3 2025 (8-K filed October 23, 2025, accession 0000100885-25-000320): income statement for the third quarter and nine months of 2025 and 2024; balance sheet at September 30, 2025; cash flow statement for the nine months only (year to date).

Pending acquisition of Norfolk Southern (signed; not closed)

The deal was signed on July 28, 2025 and has not closed. The company's most recent filings describe it as a "pending acquisition" and say it is "currently expected to be completed in the second half of 2027".

• July 24, 2025: talks confirmed. Union Pacific and Norfolk Southern said they were "engaged in advanced discussions regarding a potential business combination." (8-K, accession 0000100885-25-000252)
• July 28–29, 2025: merger agreement signed. Each Norfolk Southern share is to receive one Union Pacific share plus $88.82 in cash. That implied $320 per Norfolk Southern share and an enterprise value of $85 billion. Union Pacific would issue about 225 million shares, giving Norfolk Southern holders 27% of the combined company on a fully diluted basis. The companies projected about $2.75 billion of annualized synergies and Debt to EBITDA of about 3.3x at closing. They expected the deal to add to adjusted EPS in the second full year after closing and to reach high-single-digit accretion after that. Union Pacific would owe Norfolk Southern a $2.5 billion termination fee if the deal is terminated in specified circumstances tied to failure to obtain regulatory approvals. Either party would owe the other $2.5 billion in specified circumstances tied to a change in board recommendation or a competing proposal. The agreement's outside date is January 28, 2028, which can be extended automatically in some circumstances. At announcement the companies targeted closing "by early 2027". Jim Vena is to be CEO of the combined company. (8-K Item 1.01, accession 0001193125-25-168150; joint press release and investor presentation, accession 0001193125-25-167154)
• September 10, 2025: buybacks paused. At an investor conference, the CFO said share repurchases had been paused under the terms of the merger agreement and that merger-related fees and expenses of about $50 million were expected in the third quarter of 2025. (8-K Item 7.01, accession 0000100885-25-000271)
• November 6, 2025: shareholder lawsuits and supplemental disclosures. Three lawsuits in New York Supreme Court and several shareholder demand letters alleged gaps in the joint proxy statement/prospectus. The companies called the claims "without merit" but added supplemental disclosures to moot them. (8-K Item 8.01, accession 0001193125-25-270046)
• November 14, 2025: Union Pacific shareholders approved the share issuance. The vote was 465,888,036 for and 2,214,119 against. The company said 99.5% of votes cast were in favor. Completion remained subject to regulatory approvals. (8-K Items 5.07/8.01, filed November 17, 2025, accession 0000100885-25-000332)
• December 19, 2025: Surface Transportation Board (STB) application filed. The joint application ran to nearly 7,000 pages. It committed about $2.1 billion of incremental capital and identified $133 million of annual capital synergies. On the call, management said it now expected "up to $2 billion in net revenue EBITDA synergies by the end of year 3", compared with the $1 billion net figure discussed in July, which had allowed $750 million for concessions. It also said cost synergies remained about $1 billion. The companies still expected completion "by early 2027". (8-K Item 7.01 with press release and call transcript, accession 0000100885-25-000347)
• January 2026 to September 2026: regulatory review. These milestones were not filed on Form 8-K. They appear in the Form 10-Q for the quarter ended September 30, 2026 (accession 0000100885-26-000321):
  • January 16, 2026: the STB ruled that the joint application "was not accepted as complete".
  • April 30, 2026: the companies filed a revised application.
  • Effective May 28, 2026: the STB accepted the revised application as complete, held the proceeding in abeyance, and required supplemental information.
  • July 7 and July 27, 2026: the companies provided that information.
  • August 18, 2026: the STB adopted a procedural schedule and took the proceeding out of abeyance.
  • September 18, 2026: the STB denied motions by several parties to dismiss the application for failure to present a prima facie case.
• Timing pushed back. The expected completion date moved from "by early 2027" (July and December 2025 releases) to "the second half of 2027" (Form 10-Q, accession 0000100885-26-000321). The same 10-Q puts the expected cash consideration at about $20 billion, to be funded with new debt and cash from operations. It also reports acquisition-related expense of $22 million in the third quarter of 2026 and $93 million for the first nine months of 2026.

Earnings releases and guidance

• Q3 2026 (October 22, 2026). Revenue was $7.2 billion, up 15%, helped by higher fuel surcharge and 6% volume growth. Net income was $2.1 billion and diluted EPS was $3.49, both up 16%. Adjusted diluted EPS was $3.53, up 15%. The reported operating ratio improved 10 basis points to 59.1%. The adjusted operating ratio rose 30 basis points to 58.8%, and higher fuel prices hurt the operating ratio by 140 basis points. The full-year 2026 outlook kept "reported earnings per share growth of high-single digit". It updated two items: the capital plan rose to $3.5 billion from $3.3 billion, and the operating ratio guidance now reads "operating ratio improvement from core business; reported operating ratio challenged by high fuel prices". (8-K Item 2.02, accession 0000100885-26-000319)
• Q2 2026 (July 23, 2026): guidance raised. Diluted EPS was $3.36 and adjusted diluted EPS was $3.41. The outlook for 2026 reported EPS growth was raised to high-single digit from mid-single digit. The capital plan of $3.3 billion was affirmed. Reported net income rose 6% while adjusted net income rose 12%: the reported second quarter of 2025 included a $115 million deferred tax benefit, which the adjusted comparison excludes. (8-K Item 2.02, accession 0000100885-26-000249)
• Q1 2026 (April 23, 2026). Diluted EPS was $2.87, including $36 million of merger costs. Adjusted diluted EPS was $2.93. The 2026 outlook was affirmed: mid-single-digit growth in reported EPS and a $3.3 billion capital plan. (8-K Item 2.02, accession 0000100885-26-000154)
• Q4 and full year 2025 (January 27, 2026). Fourth-quarter diluted EPS was $3.11. That included $234 million of industrial park land sales recorded in other income, which added $0.30 per diluted share after tax, and $30 million of merger costs. Adjusted fourth-quarter diluted EPS was $2.86. Full-year 2025 diluted EPS was $11.98, up 8%, and adjusted diluted EPS was $11.66. The initial 2026 outlook called for mid-single-digit growth in reported EPS, operating ratio improvement, a $3.3 billion capital plan, and "consistent annual dividend increases". (8-K Item 2.02, accession 0000100885-26-000032)
• Q3 2025 (October 23, 2025). Diluted EPS was $3.01, including $41 million of merger costs. Adjusted diluted EPS was $3.08. The 2025 capital plan was $3.4 billion, and share repurchases were "paused for Norfolk Southern merger". (8-K Item 2.02, accession 0000100885-25-000320)

Capital returns

• Dividend increased. The quarterly dividend rose to $1.42 per share in the third quarter of 2026 from $1.38, an increase of about 3%. It had risen to $1.38 from $1.34 in the third quarter of 2025. The increase was disclosed in the earnings release and the 10-Q, not in a separate 8-K. (Accessions 0000100885-26-000319 and 0000100885-26-000321)
• Buybacks remain paused. Repurchases have been paused since the merger was announced. As of September 30, 2026, 93,888,442 shares remained available under the 100-million-share authorization that runs to March 31, 2028. (Form 10-Q, accession 0000100885-26-000321; see also 0000100885-25-000271)

Management and board

• October 16, 2026: CFO to retire. Executive Vice President and Chief Financial Officer Jennifer L. Hamann plans to retire in early 2027 and will keep her current responsibilities until then. The company said it will announce succession plans later. (8-K Items 5.02/7.01, accession 0000100885-26-000305)
• December 12, 2025: director added. The board elected W. Anthony Will, the retiring President and CEO of CF Industries, as a director effective January 5, 2026. He serves on the Audit and Finance Committees. (8-K Item 5.02, accession 0000100885-25-000345)
• May 14, 2026: annual meeting. Shareholders elected all 11 director nominees, ratified Deloitte & Touche LLP as auditor for 2026, and approved executive compensation in an advisory vote. (8-K Item 5.07, filed May 18, 2026, accession 0000100885-26-000174)

Not reported on Form 8-K

• STB rulings. The January 2026 ruling that the merger application was incomplete, the refiling, and the later procedural rulings were not reported on Form 8-K. They are disclosed only in the periodic reports, most recently the Form 10-Q for the third quarter of 2026 (accession 0000100885-26-000321).
• Debt and credit facility. No debt issuance has been reported on Form 8-K for 2026. The 10-Q says the $2.0 billion revolving credit facility was replaced in the second quarter of 2026 with a new $2.0 billion facility expiring May 20, 2031, on substantially similar terms. It also says the company entered into $1.2 billion notional of forward-starting interest rate swaps in October 2026. Neither was the subject of an 8-K. The new debt expected to fund the merger's cash consideration had not been issued as of the 10-Q.