DEF 14A of Union Pacific Corp, Mar 25, 2026

DEF 14A of Union Pacific Corp

Filed Mar 25, 2026 · FY20250000100885-26-000098

Open on EDGAR

  1. TABLE OF CONTENTS

    | DIRECTOR COMPENSATION IN FISCAL YEAR 2025 | 32 | | PROPOSAL NUMBER 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 | 34 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES | 35 | | PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES POLICY | 35 | | AUDIT COMMITTEE REPORT | 36 | | PROPOSAL NUMBER 3 – Advisory Vote to Approve Executive Compensation | 37 | | A LETTER FROM OUR COMPENSATION AND TALENT COMMITTEE | 39 | | 2025 BUSINESS HIGHLIGHTS | 40 | | COMPENSATION DISCUSSION AND ANALYSIS | 42 | | OTHER MATTERS | 83 | | Delinquent Section 16(a) Reports | 83 | | Delivery of Documents to Shareholders Sharing an Address | 83 | | Availability of Annual Report on Form 10-K | 84 | | Other Business | 84 | | INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES | 85 | | APPENDIX A | 88 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Both directly and through its committees, provides oversight on sustainability-related issues, including the integration of sustainable practices into the Company's strategies, policies, and decision-making processes.

  3. BOARD OF DIRECTORS

    | GOVERNANCE, NOMINATING & SUSTAINABILITY COMMITTEE Responsible for reviewing current developments in sustainability and recommending practices, policies, and procedures. | AUDIT COMMITTEE Primarily responsible for oversight of risks and controls, including considering and addressing sustainability and climate-related risks. | FINANCE COMMITTEE Monitors the Company's financial policies and financial condition, including review of plans, programs and initiatives related to sustainability and climate-change. | COMPENSATION & TALENT COMMITTEE Provides oversight on talent strategies including culture, recruitment, development and retention of employees, and employee engagement. |

  4. SUSTAINABILITY MANAGEMENT

    | | SHERI H. EDISON | | | | | | | | AGE: 69 | DIRECTOR SINCE: 2021 | INDEPENDENT Former Executive Vice President and General Counsel Amcor plc | | | Compensation & Talent | | Corporate Governance, Nominating & Sustainability (Chair) | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Executive Vice President and General Counsel (2019 – 2021); Amcor plc, a global packaging company Senior Vice President, Chief Legal Officer and Secretary (2017 – 2019 when it was acquired by Amcor), Vice President, General Counsel and Secretary (2010 – 2016); Bemis Company, Inc., a global packaging company Senior Vice President, Chief Administrative Officer (2007 – 2010), Vice President, General Counsel and Secretary (2004 – 2007); Hill-Rom Holdings, Inc, a global medical device company Began her career as an attorney in private practice OTHER PUBLIC DIRECTORSHIPS CURRENT Cardinal Health, Inc. (since 2020) FORMER AK Steel (2014 – 2020) | | Legal Expertise, Government and Regulatory Expertise, International/Global Expertise – developed through her experience as a general counsel and her service in other functional leadership roles at publicly traded manufacturing companies in the medical device and packaging industries Risk Management Experience – gained during her legal roles and involvement in enterprise risk management at Amcor, Bemis and Hill-Rom Publicly Traded Company Experience – gained through her valuable experience serving on the boards of other public companies. Customer Perspective and the Investor Perspective – developed through her leadership and general counsel roles at publicly traded manufacturing companies in the medical device and packaging industries with significant operations | | | | |

  5. SUSTAINABILITY MANAGEMENT

    | | TERESA M. FINLEY | | | | | | | | AGE: 64 | DIRECTOR SINCE: 2022 | INDEPENDENT Former Chief Marketing and Business Services Officer United Parcel Service, Inc. | | | Audit | | Compensation & Talent | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Interim Chief Financial Officer (2025); TriMas Corporation, a diversified manufacturer of engineered products that serve a variety of industrial, commercial and consumer end markets worldwide Senior Advisor (2019 – 2021); Boston Consulting Group, a global management consulting firm Chief Marketing and Business Services Officer (2015 – 2017), Treasurer & Vice President of Finance (2014), Corporate Controller (2010 – 2013), Chief Financial Officer of International Package & Global Forwarding & Logistics (2007 – 2010), Vice President, Investor Relations (2003 – 2007), joined in 1984; United Parcel Service, Inc., a global package delivery company and leading provider of specialized transportation logistics services OTHER PUBLIC DIRECTORSHIPS CURRENT TriMas Corporation (since 2020) | | Economics/Finance Expertise, Operations Knowledge, International/Global Expertise, Customer Perspective, Investor Perspective – developed during her time at UPS where she gained a deep understanding of how finance, investor relations, marketing, technology, and pricing operates in a complex organization that is at the center of global supply chains and logistics operations Risk Management Experience – gained in her roles at UPS and Boston Consulting Publicly Traded Company Experience – gained through her public board experience | | | | |

  6. SUSTAINABILITY MANAGEMENT

    | | DEBORAH C. HOPKINS | | | | | | | | AGE: 71 | DIRECTOR SINCE: 2017 | INDEPENDENT Former Chief Executive Officer Citi Ventures and Former Chief Innovation Officer Citi | | | Compensation & Talent | | Finance (Chair) | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Chief Executive Officer, Citi Ventures (2008 – 2016), Chief Innovation Officer (2008 – 2016), Chief Operations and Technology Officer (2005 – 2008), Senior Advisor to Corporate and Investment Bank and Head of Corporate Strategy (2003 – 2005); Citigroup, Inc., a global investment bank and financial services corporation Chief Financial Officer (2000 – 2001), Lucent Technologies Chief Financial Officer (1998 – 2000), The Boeing Company Vice President of Finance, Europe (1997 – 1998), General Auditor (1995 – 1997); General Motors Company Corporate Controller (1982 – 1995), Unisys Corporation OTHER PUBLIC DIRECTORSHIPS CURRENT Marsh and McLennan Companies (since 2017) FORMER Bridge Investment Group Holdings Inc. (2021 – 2025) Compass Digital Acquisition Corp. (2021 – 2023) Virtusa Corporation (2018 – 2021) Qlik Technologies Inc. (2011 – 2016) | | CEO Experience – gained as CEO of Citi Ventures Economics/Finance Expertise, Wall Street Experience, Technology/Cyber Experience, Operations Knowledge, International/Global Expertise – developed during her various leadership positions at multinational companies overseeing finance, technology and innovation Publicly Traded Company Experience – gained through her extensive experience serving on the boards of other public companies, including DuPont, in addition to those listed to the left Risk Management Experience and the Investor Perspective – developed through her several leadership roles at publicly traded companies | | | | |

  7. SUSTAINABILITY MANAGEMENT

    | | JANE H. LUTE | | | | | | | | AGE: 69 | DIRECTOR SINCE: 2016 | INDEPENDENT Strategic Director SICPA, North America | | | Audit (Chair) | | Corporate Governance, Nominating & Sustainability | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Strategic Director (2021 – present), President and Chief Executive Officer (2017 – 2021); SICPA, North America, a global provider of security inks Special Advisor to the Secretary – General (2016 – 2022); United Nations, an intergovernmental organization Director (2015 – present), Chief Executive Officer (2015 – 2016); Center for Internet Security (CIS), an operating nonprofit organization focused on developing cyberdefense best practices and home of the Multi-State Information Sharing and Analysis Center providing cyber security services for state, local, tribal and territorial governments Deputy Secretary (2009 – 2013); U.S. Department of Homeland Security; functioning as the Chief Operating Officer for the third-largest department in the U.S. government Led the United Nations Department of Field Support; several other senior leadership roles in UN Peacekeeping and Peacebuilding (2003 – 2009) Served as Executive Vice President and Chief Operating Officer of the United Nations Foundation and Better World Fund Served on the National Security Council Staff under Presidents George H.W. Bush and William Jefferson Clinton Served in the United States Army (1978 – 1994) OTHER PUBLIC DIRECTORSHIPS CURRENT Shell plc (since 2021) Marsh and McLennan Companies (since 2020) FORMER Atlas Worldwide Holdings, Inc. (2018 – 2021) | | CEO Experience, International/Global Expertise, Government and Regulatory Expertise, Risk Management Expertise – gained through her extensive military and government service, including her service at the U.S. Department of Homeland Security and global operational and logistics experience at the United Nations Technology/Cyber Expertise – developed through her role as Chief Executive Officer of CIS, which focuses on technology, and specifically on cybersecurity Publicly Traded Company Experience – gained as an experienced board director, having served on the boards of large-market capitalization companies since 2016 Legal Expertise – gained through her legal education (J.D., Georgetown University) | | | | |

  8. SUSTAINABILITY MANAGEMENT

    | | MICHAEL R. MCCARTHY | | | | | | | | AGE: 74 | DIRECTOR SINCE: 2008 | INDEPENDENT | CHAIRMAN Chairman McCarthy Group, LLC and Chairman Bridges Trust Company | | | Corporate Governance, Nominating & Sustainability | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Chairman and Co-Founder (1986 – present); McCarthy Group, LLC, a private investment group Chairman (2025 – present), Co- Chairman (2021 – 2024); Bridges Trust Company, a wealth management firm OTHER PUBLIC DIRECTORSHIPS FORMER Cabela’s Incorporated (1996 – 2017) | | CEO Experience, Risk Management Experience – gained through founding and serving as Chairman of McCarthy Group and serving as Co-Chairman of Bridges Trust, both successful investment companies Economics/Finance Expertise, Wall Steet Experience, International/Global Expertise – developed while providing strategic and operational advice to businesses in various sectors of the economy Publicly Traded Company Experience – gained through his significant experience serving on the boards of other public companies Operations Knowledge, Customer Perspective, and Government and Regulatory Expertise – developed while providing operational advice to businesses in various sectors of the economy | | | | |

  9. SUSTAINABILITY MANAGEMENT

    | | DOYLE R. SIMONS | | | | | | | | AGE: 62 | DIRECTOR SINCE: 2023 | INDEPENDENT Former President and Chief Executive Officer Weyerhaeuser Company | | | Compensation & Talent (Chair) | | Corporate Governance, Nominating & Sustainability | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | President and Chief Executive Officer (2013 – 2019); Weyerhaeuser Company, a global producer of wood-related products and pioneer of sustainable tree farms Chairman and Chief Executive Officer (2008 – 2012), held a variety of high-level leadership roles after joining in 1992, including Executive Vice President and Chief Administrative Officer (1992 – 2012); Temple-Inland, Inc. (acquired by International Paper Company in 2012), a corrugated packaging and building products company Began his career as an attorney in private practice OTHER PUBLIC DIRECTORSHIPS CURRENT Iron Mountain Incorporated (since 2020) FORMER Fiserv, Inc. (2007 – 2025) Weyerhaeuser Company (2012 – 2019) | | CEO Experience – gained through his service as a CEO of Weyerhaeuser and Temple-Inland Risk Management Experience, International/Global Expertise, Operations Knowledge, Customer Perspective – developed during his roles at Weyerhaeuser and Temple-Inland where he became well versed in global and complex supply chain operations and financial matters Publicly Traded Company Experience – gained through his service as CEO of Weyerhaeuser and Temple-Inland, as well as his extensive experience serving on the boards of other public companies Legal Expertise and Investor Perspective – gained through his legal education and practice of law (J.D., University of Texas) and service as a CEO leading public companies | | | | |

  10. SUSTAINABILITY MANAGEMENT

    | | JOHN K. TIEN, JR. | | | | | | | | AGE: 62 | DIRECTOR SINCE: 2023 | INDEPENDENT Former Deputy Secretary U. S. Department of Homeland Security | | | Audit | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Deputy Secretary (2021 – 2023), U.S. Department of Homeland Security; functioning as the Chief Operating Officer for the third-largest department in the U.S. government Senior Executive Roles (2011 – 2021); including Chief Administrative Officer and Chief of Staff for Citi’s Global Consumer Operations and Technology organization (2011 – 2013), Head of Operations and Customer Service for Citi Retail Services’ largest Mastercard co-brand portfolio (2013-2016), Chief Operating Officer and Chief Technology Officer (2016 – 2020) for Macy’s private label and co-brand credit card portfolio for Citi Retail Services, and Head of Business and Process Re-Engineering Transformation for Citigroup’s entire U.S. Consumer Bank (2020 – 2021); Citigroup Inc., a global consumer bank Senior Director, Afghanistan and Pakistan (2009 – 2011), National Security Council, The White House Director, Iraq (2008 – 2009), National Security Council, The White House White House Fellow (1998 – 1999), Office of the U.S. Trade Representative, The White House Served in the U.S. Army (1987 – 2011); served over 24 years in positions of increasing responsibility as an officer in the U.S. Army retiring at the rank of Colonel OTHER PUBLIC DIRECTORSHIPS CURRENT Science Applications International Corp. (since 2024) | | International/Global Expertise – developed through his extensive military and government service, including his service at the U.S. Department of Homeland Security and National Security Council positions Government and Regulatory Expertise – gained through his government service and senior executive roles at Citigroup including experience with banking regulations and oversight of regulatory training for the organization Risk Management Experience – developed though his many leadership roles in the financial sector at Citigroup which included oversight of risk management and compliance systems and responsibility for customer service and safeguarding customer accounts against fraud and data breaches Technology/Cyber Expertise – gained through his service at the U.S. Department of Homeland Security and his various leadership positions at Citigroup overseeing technology operations Publicly Traded Company Experience – gained through serving on boards of public companies | | | | |

  11. SUSTAINABILITY MANAGEMENT

    | | V. JAMES VENA | | | | AGE: 67 | DIRECTOR SINCE: 2023 | MANAGEMENT Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company | | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | Chief Executive Officer (2023 – present), Senior Advisor to the Chairman (2021); Union Pacific Corporation Chief Executive Officer (2023 – present), Chief Operating Officer (2019 – 2020); Union Pacific Railroad Company Executive Vice President and Chief Operating Officer (2013 – 2016); several senior leadership roles during his 40 years of service; Canadian National Railway Company OTHER PUBLIC DIRECTORSHIPS FORMER FedEx (2022 – 2023) | | CEO Experience, Risk Management Experience and Government and Regulatory Expertise– gained through service as CEO of the Company and the Railroad and his extensive experience in the rail industry where oversight and management of regulatory matters and risks related to safety, operations, and compliance are key International/Global Expertise, Operations Knowledge, Customer Perspective – developed through his over 40 years of experience in the railroad industry, including his service as the Chief Operating Officer of both Canadian National and Union Pacific, as well as marketing experience through senior roles in marketing and sales at Canadian National Publicly Traded Company Experience – gained through serving on boards of public companies Economics/Finance Expertise and Investor Perspective – developed through his service in senior leadership roles at public companies |

  12. SUSTAINABILITY MANAGEMENT

    | | JOHN P. WIEHOFF | | | | | | | | AGE: 64 | DIRECTOR SINCE: 2023 | INDEPENDENT Former Chairman, President and Chief Executive Officer C.H. Robinson Worldwide, Inc. | | | Audit | | Compensation & Talent | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Chairman (2007 – 2020), President and Chief Executive Officer (2002 – 2019), President (1999 – 2002), and Senior Vice President and Chief Financial Officer (1998 – 1999); C.H. Robinson Worldwide, Inc., a leading third-party logistics, supply chain management and sourcing company Began his career at Arthur Andersen LLP OTHER PUBLIC DIRECTORSHIPS CURRENT Polaris (since 2007) U.S. Bancorp (since 2020) FORMER C.H. Robinson Worldwide, Inc. (2001 – 2020) Donaldson Company, Inc. (2003 – 2022) | | CEO Experience, Risk Management Experience, International/Global Expertise, Operations Knowledge, Customer Perspective – gained while serving as Chief Executive Officer of C.H. Robinson and through multiple leadership roles involving logistics, sourcing and supply chain management Economics/Finance Expertise – developed while serving as C.H. Robinson’s Chief Financial Officer Publicly Traded Company Experience –gained through service as Chairman and CEO at C.H. Robinson and his significant experience serving on boards of other public companies Investor Perspective – developed through his service as a CFO and CEO leading a public company | | | | |

  13. SUSTAINABILITY MANAGEMENT

    | | W ANTHONY WILL | | | | | | | | AGE: 60 | DIRECTOR SINCE: 2026 | INDEPENDENT Former President and Chief Executive Officer CF Industries Holdings, Inc. | | | Audit | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Senior Advisor (2026), President and Chief Executive Officer (2014-2026), Senior Vice President, Manufacturing and Distribution (2013-2014), Vice President, Manufacturing and Distribution (2009-2013), Vice President, Corporate Development (2007-2009); CF Industries Holdings, Inc., a global manufacturer of hydrogen and nitrogen products for clean energy, fertilizer, emission abatement and other industrial applications Partner (2005-2007); Accenture LLP, a U.S. subsidiary of Accenture, a global professional services company specializing in IT services and management consulting Vice President, Business Development (2002-2005); Sears Holdings Corporation, holding company that owned Sears and Kmart stores OTHER PUBLIC DIRECTORSHIPS CURRENT CF Industries Holdings, Inc. (since 2014) Olin Corporation (since 2021) | | CEO Experience – gained through his service as CEO of CF Industries Risk Management Experience, International/Global Expertise, Operations Knowledge, Customer Perspective, Economic/Finance Expertise – developed during his roles at CF Industries where he became skilled in global manufacturing, supply chain operations and financial matters Investor Perspective and Publicly Traded Company Experience – gained through his service as CEO of CF Industries as well as experience serving on the boards of other public companies | | | | |

  14. SUSTAINABILITY MANAGEMENT

    | | CHRISTOPHER J. WILLIAMS | | | | | | | | AGE: 68 | DIRECTOR SINCE: 2019 | INDEPENDENT Chairman Siebert Williams Shank & Co. | | | Corporate Governance, Nominating & Sustainability | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | | Chairman (2019 – present); Siebert Williams Shank & Co., LLC, an investment banking and financial services company Founder, Chairman and Chief Executive Officer (1994 – 2019 when merged with Siebert Cisneros Shank & Co., LLC); Williams Capital, an investment banking and financial services firm comprised of The Williams Capital Group, L.P. and Williams Capital Management, LLC Held positions at Jeffries and Company and Lehman Brothers OTHER PUBLIC DIRECTORSHIPS CURRENT Ameriprise Financial (since 2016) The Clorox Company (since 2015) FORMER Caesars Entertainment Corporation (2003 – 2019) | | CEO Experience – developed during his role as Chairman and Chief Executive Officer of Williams Capital Economics/Finance Expertise, Wall Street Experience – gained during his years of experience in investment banking and finance Publicly Traded Company Experience – gained through his significant experience serving on the boards of other public companies, including, in addition to those listed at the left, Walmart Inc. Risk Management Experience and the Investor Perspective – developed through service as a CEO of an investment banking and financial services company | | | | |

  15. DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    DIRECTOR COMPENSATION IN FISCAL YEAR 2025

  16. DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    DIRECTOR COMPENSATION IN FISCAL YEAR 2025

  17. Non-Management Director Compensation in Fiscal Year 2025

    Non-Management Director Compensation in Fiscal Year 2025 The following table provides a summary of the compensation of our non-management directors for 2025.

  18. Non-Management Director Compensation in Fiscal Year 2025

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS (a) | OPTION AWARDS | ALL OTHER COMPENSATION (b) | TOTAL COMPENSATION | | William J. DeLaney (c) | 130,000 | – | – | 3,079 | 133,079 | | David B. Dillon | 335,000 | – | – | 3,079 | 338,079 | | Sheri H. Edison | 320,000 | – | – | 15,879 | 335,879 | | Teresa M. Finley | 310,000 | – | – | 8,079 | 318,079 | | Deborah C. Hopkins | 320,000 | – | – | 3,079 | 323,079 | | Jane H. Lute | 320,000 | – | – | 6,079 | 326,079 | | Michael R. McCarthy | 500,000 | – | – | 28,079 | 528,079 | | Doyle R. Simons | 316,667 | – | – | 3,079 | 319,746 | | John K. Tien, Jr. | 310,000 | – | – | 3,079 | 313,079 | | John P. Wiehoff | 310,000 | – | – | 3,079 | 313,079 | | Christopher J. Williams | 310,000 | – | – | 28,079 | 338,079 |

  19. Non-Management Director Compensation in Fiscal Year 2025

    (a)The following table provides the outstanding equity awards at fiscal year-end held by all individuals who served as non-management directors in 2025. The value reported in the Number of Shares Vesting Upon Termination column represents the shares granted to each director upon initial election to the Board and required to be held until his or her service as a member of the Board ends.

  20. Non-Management Director Compensation in Fiscal Year 2025

    | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | NUMBER OF SHARES VESTING UPON TERMINATION | NUMBER OF UNITS IN DEFERRED STOCK UNIT ACCOUNT | | William J. DeLaney (c) | 0 | 0 (d) | 6,085 (e) | | David B. Dillon | 0 | 4,000 | 13,099 | | Sheri H. Edison | 0 | 0 (d) | 3,037 | | Teresa M. Finley | 0 | 0 (d) | 2,922 | | Deborah C. Hopkins | 0 | 4,000 | 12,269 | | Jane H. Lute | 0 | 4,000 | 11,276 | | Michael R. McCarthy | 0 | 4,000 | 70,140 | | Doyle R. Simons | 0 | 0 (d) | 2,654 | | John K. Tien, Jr. | 0 | 0 (d) | 1,384 | | John P. Wiehoff | 0 | 0 (d) | 1,659 | | Christopher J. Williams | 0 | 0 (d) | 5,757 |

  21. Non-Management Director Compensation in Fiscal Year 2025

    (b)Excess liability insurance premiums paid in 2025 for each non-management director were $3,079. Under the Company’s charitable matching gift program which is also available to all employees of the Company, the Company matched the following amounts for each director: Ms. Edison, $12,800; Ms. Finley, $5,000; Ms. Lute, $3,000; Mr. McCarthy, $25,000; and Mr. Williams, $25,000. (c)Mr. DeLaney retired from the Board on May 8, 2025. (d)Upon recommendation of the Corporate Governance, Nominating and Sustainability Committee, effective August 1, 2018, the Board eliminated the 4,000 share grant to non-management directors upon their election to the Board. (e)Mr. DeLaney's Deferred Stock Units were paid out in full on January 2, 2026. PROPOSAL NUMBER 2 − RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026 The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accounting firm to audit the books and accounts of the Company and its consolidated subsidiaries for the year ending December 31, 2026, and submits this selection for ratification by a vote of shareholders as a matter of good corporate governance. In the event that the Audit Committee’s selection of Deloitte & Touche LLP does not receive an affirmative vote of a majority of the votes cast, the Audit Committee will review its future selection of an independent registered public accounting firm. The Audit Committee believes that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm is in the best interests of our shareholders as there are several benefits to the Company of having a long-tenured auditor. •Enhanced Audit Quality. Through more than 50 years of experience with the Company, Deloitte & Touche LLP has gained institutional knowledge and deep expertise regarding the Company’s rail operations and business, accounting policies and practices, and internal control over financial reporting. •Competitive Fee Structure. Due to Deloitte & Touche LLP’s familiarity with the Company, audit fees are competitive with peer companies. •Avoids Costs Associated with New Auditor. Onboarding a new independent accountant is costly and requires a significant time commitment that could distract from management’s focus on financial reporting and controls. The Company expects that a representative of Deloitte & Touche LLP will be present at the Annual Meeting and will have an opportunity to make a statement if such representative desires to do so and are expected to be available to respond to relevant questions by shareholders. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting.

  22. Non-Management Director Compensation in Fiscal Year 2025

    | | The Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. |

  23. CD&A ROADMAP

    | Fiscal Year 2025 Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 63 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 64 | | Option Exercises and Stock Vested in Fiscal Year 2025 | 66 | | Pension Benefits at 2025 Fiscal Year-End | 67 | | Nonqualified Deferred Compensation at 2025 Fiscal Year-End | 69 | | Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability | 72 | | Pay Ratio Disclosure | 76 | | Pay versus Performance Disclosure | 77 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 81 | | Stock Ownership Requirements for Executives | 82 | | Hedging Our Common Stock Is Prohibited | 82 | | Insider Trading Arrangements and Policies | 82 |

  24. CD&A ROADMAP

    The Committee selected this Peer Group with the assistance of its then compensation consultant after considering U.S. based public companies in similar Global Industry Classification System (GICS) Sub-Industries with comparable revenues and market capitalization and other U.S.-based public companies with comparable (i) revenues, (ii) operating income, (iii) total assets, (iv) market capitalization, and (v) employees, while excluding pharmaceuticals, high-tech, insurance, and financial services companies. These comparative financial measures and the number of employees for the Peer Group are summarized below.

  25. CD&A ROADMAP

    | | PEER GROUP | | UNION PACIFIC | | | | MEDIAN | 75TH PERCENTILE | COMPANY DATA | PERCENTILE RANK | | Net Revenue | $27,483 | $56,588 | $24,250 | 34th | | Operating Income | $5,811 | $7,845 | $9,713 | Highest | | Total Assets | $75,196 | $107,552 | $67,715 | 41st | | Market Capitalization | $75,671 | $113,795 | $128,773 | 83rd | | Employees | 72,450 | 102,500 | 32,439 | 44th |

  26. CD&A ROADMAP

    In the table above, dollars in millions. Median/Percentiles determined by Pay Governance using Standard & Poor’s Capital IQ Service, Form 8-K filings, and Peer Group company information. The financial information provided above is derived from data as of fiscal year ending December 31, 2024, except as of October 2024 for Deere & Co. and May 2024 for FedEx Corporation. Market Capitalization is a 12-month average as of December 31, 2024. The Committee periodically reviews the Peer Group to determine if changes are necessary. In May 2025, the Committee approved changes to the Peer Group. Based on its review, the Committee approved adding Caterpillar, GE Aerospace, and United Airlines and removing Northrop Grumman and Southwest Airlines to improve the Company's relative positioning closer to the Peer Group median. In determining 2026 target pay opportunities for NEOs, the Committee considered competitive market information gathered in 2025 from the following Peer Group:

  27. CD&A ROADMAP

    | WHAT WE DON’T DO | | No Repricing or Back-Dating of Stock Options Allowed | | | | No Tax Gross-Up Payments Allowed for NEOs, including on Change-in-Control | | | | No Employment Agreements with any of our Executive Officers | | | | No Pledging or Hedging of Company Stock by NEOs | | | | No Annual Time-Vested RSU Grants to NEOs |

  28. CD&A ROADMAP

    | COMPENSATION DECISIONS FOR 2025 | | Increased base salary by 11% | | Increased annual incentive target by $50,000 | | February 2025 LTI target increased by $3,000,000 | | Increased Total Direct Compensation by 20% |

  29. CD&A ROADMAP

    | COMPENSATION DECISIONS FOR 2025 | | Increased base salary by 3% | | Annual incentive target remained unchanged | | February 2025 LTI target increased by $250,000 | | Increased Total Target Direct Compensation by 6% |

  30. CD&A ROADMAP

    | Ms. Hamann was elected Executive Vice President and Chief Financial Officer of the Company and the Railroad effective January 1, 2020. The Compensation and Talent Committee increased Ms. Hamann’s salary for 2025 to $711,000 effective March 1, 2025, and maintained her 2025 AIP bonus target at $800,000. Ms. Hamann received an annual incentive bonus for 2025 of $1,099,920 at 138% of target based on the formulaic bonus program under the Company’s 2025 AIP. The Committee increased Ms. Hamann’s long-term incentive target grant value to approximately $3,000,000, consisting of 60% PSUs and 40% stock options granted on February 6, 2025. Ms. Hamann’s 2023 grant of PSUs was earned at 86% of target. |

  31. CD&A ROADMAP

    | COMPENSATION DECISIONS FOR 2025 | | Increased base salary by 6% | | Annual incentive target remained unchanged | | February 2025 LTI target increased by $250,000 | | Increased Total Target Direct Compensation by 7% |

  32. CD&A ROADMAP

    | Mr. Gehringer was elected Executive Vice President-Operations of the Company and the Railroad effective January 1, 2021. The Compensation and Talent Committee increased Mr. Gehringer’s salary for 2025 to $700,000 effective March 1, 2025. Mr. Gehringer’s 2025 AIP bonus target remained unchanged at $750,000. Mr. Gehringer received an annual incentive bonus for 2025 of $1,031,175 at 138% of target based on the formulaic bonus program under the Company’s 2025 AIP. The Committee increased Mr. Gehringer’s long-term incentive target grant value to approximately $2,750,000, consisting of 60% PSUs and 40% stock options granted on February 6, 2025. Mr. Gehringer’s 2023 grant of PSUs was earned at 86% of target. |

  33. CD&A ROADMAP

    | COMPENSATION DECISIONS FOR 2025 | | Increased base salary by 10% | | Annual incentive target remained unchanged | | February 2025 LTI target increased by $250,000 | | Increased Total Target Direct Compensation by 9% |

  34. CD&A ROADMAP

    | Mr. Rocker has been Executive Vice President-Marketing and Sales of the Company and the Railroad since August 15, 2018. The Compensation and Talent Committee increased Mr. Rocker’s salary for 2025 to $610,000 effective March 1, 2025, and maintained his 2025 AIP bonus target at $750,000. Mr. Rocker received an annual incentive bonus for 2025 of $1,031,175 at 138% of target based on the formulaic bonus program under the Company’s 2025 AIP. The Committee increased Mr. Rocker’s long-term incentive target grant value to approximately $2,250,000, consisting of 60% PSUs and 40% stock options granted on February 6, 2025. Mr. Rocker’s 2023 grant of PSUs was earned at 86% of target. |

  35. CD&A ROADMAP

    | COMPENSATION DECISIONS FOR 2025 | | Increased base salary by 4% | | Increased annual incentive target by $50,000 | | February 2025 LTI target increased by $250,000 | | Increased Total Target Direct Compensation by 12% |

  36. CD&A ROADMAP

    | Mr. Jalali joined the Company on November 2, 2020, as Senior Vice President and Chief Information Officer. Mr. Jalali was promoted to Executive Vice President and Chief Information Officer of the Company and the Railroad on June 1, 2023. The Compensation and Talent Committee increased Mr. Jalali’s salary for 2025 to $567,000 effective March 1, 2025, and increased his 2025 AIP bonus target to $600,000. Mr. Jalali received an annual incentive bonus for 2025 of $824,940 at 138% of target based on the formulaic bonus program under the Company’s 2025 AIP. The Committee increased Mr. Jalali’s long-term incentive target grant value to approximately $1,750,000, consisting of 60% PSUs and 40% stock options granted on February 6, 2025. Mr. Jalali’s 2023 grant of PSUs was earned at 86% of target. |

  37. CD&A ROADMAP

    | COMPENSATION DECISIONS FOR 2025 | | No base salary increase | | Annual incentive target remained unchanged and was prorated to $500,000 upon transition to Special Advisor | | February 2025 LTI target remained unchanged |

  38. CEO Compensation Mix

    | Base Salary | Bonus | | Long-Term Incentives | | 8% | 13% | | 79% | | | 92% | Variable Pay | |

  39. All Other NEO Compensation Mix

    | Base Salary | Bonus | | Long-Term Incentives | | 17% | 16% | | 67% | | | 83% | Variable Pay | |

  40. Base Salary

    Base Salary The CEO reviews base salaries and prior year performance and accomplishments for the other NEOs and recommends to the Committee a base salary for the coming year for each. The Committee considers and evaluates these base salary recommendations. Among many considerations, the Committee reviews: (i) the executive’s position and responsibility in the organization, (ii) the executive’s experience and expertise, (iii) Company performance, (iv) individual accomplishments and job performance during the year, (v) Peer Group pay data, (vi) internal benchmarking relative to the Company’s pay structure, and (vii) current salary. In making salary recommendations to the Board of Directors, the Committee exercises subjective judgment in evaluating many factors but applies no specific weights to any factor. The Committee, with input from its compensation consultant, and the Board’s review of CEO performance, assesses and determines the base salary of the CEO for subsequent Board approval based on the same considerations described above. In February 2025, the Committee reviewed each of our NEO’s base salary. Upon review of competitive market data, including our Peer Group, the Committee reviewed and recommended the salary increases shown below. The Board approved the Committee’s recommended salary increases.

  41. 2025 Annual Incentive Plan

    2025 Annual Incentive Plan For 2025, seventy percent (70%) of the target annual incentive cash bonuses for the NEOs was based on the attainment of pre-established objective Company financial performance goals, ten percent (10%) on the attainment of pre-established safety goals consisting of the reportable personal injury rate (5%) and the reportable derailment rate (5%), and twenty percent (20%) was based on a shared set of non-formulaic Company goals in key areas such as service performance index for intermodal and manifest, net promoter score, volume growth, employee engagement, and renewable fuel blend. If the minimum performance thresholds for neither operating income nor operating ratio were achieved, then no annual incentive cash bonus would be paid to executives regardless of performance on the other measures. For performance that exceeded target levels, the annual incentive plan payout was capped at 200% of target.

  42. 2025 Annual Incentive Plan

    | Formulaic 80% | | | | | | | | | | | Non-Formulaic 20% | | | Total Annual Incentive Bonus | | Operating Income x 35% | | | Operating Ratio x 35% | | | Reportable Personal Injury Rate x 5% | | | Reportable Derailment Rate x 5% | | Strategic Scorecard x 20% | | | | | Threshold | 25% | | Threshold | 25% | | Threshold | 25% | | Threshold | 25% | Threshold | 25% | | | | Target | 100% | | Target | 100% | | Target | 100% | | Target | 100% | Target | 100% | | | | Max | 200% | | Max | 200% | | Max | 200% | | Max | 200% | Max | 200% | | |

  43. 2025 Annual Incentive Plan

    The Committee determined individual annual incentive bonus targets for each of the NEOs such that when added to their base salaries, the resulting Target Total Cash Compensation was generally in the median range of competitive market data. These individual annual incentive bonus targets for each of the NEOs were approved by the Committee and then recommended to the Board and approved in February of 2025.

  44. 2025 Target Total Cash Compensation

    | NAME | 2025 SALARY | 2025 TARGET BONUS | | 2025 TARGET TOTAL CASH COMP | | V. James Vena | $1,500,000 | $2,500,000 | | $4,000,000 | | Jennifer L. Hamann | 711,000 | 800,000 | | 1,511,000 | | Eric J. Gehringer | 700,000 | 750,000 | | 1,450,000 | | Kenny G. Rocker | 610,000 | 750,000 | | 1,360,000 | | Rahul Jalali | 567,000 | 600,000 | | 1,167,000 | | Elizabeth F. Whited | 850,000 | 1,000,000 | '(1) | 1,850,000 |

  45. 2025 Target Total Cash Compensation

    *The 2025 Annual Incentive Plan design provides for an adjustment to Operating Ratio for the reported fuel expense and fuel revenue from the actual price to the price assumed in the Board-approved financial plan. This adjustment neutralizes the impact of fuel price fluctuations during the year. Reported operating income of $9,846 and operating ratio of 59.8% are adjusted to exclude $72 million of merger related costs. The table below shows the weighted average annual incentive payout for the NEOs given the Company’s 2025 year-end results relative to the Operating Income, Operating Ratio, Reportable Personal Injury Rate, and Reportable Derailment Rate targets approved in February 2025.

  46. Full Year 2025 Annual Incentive Plan Results

    Full Year 2025 Annual Incentive Plan Results

  47. Full Year 2025 Annual Incentive Plan Results

    | | | Threshold 25% Payout | Target 100% Payout | Maximum 200% Payout | 2025 Plan Results | Performance Achieved Weighted Average Payout | | Company Performance (Formulaic 80%) | Operating Income – 35% | $8,500 | $9,800 | $10,700 | $9,918(1) | 40% | | | Operating Ratio – 35% | 62.5% | 59.7% | 58.5% | 59.6%(1) | 38% | | | Reportable Personal Injury Rate – 5% | 0.92 | 0.87 | 0.81 | 0.68 | 10% | | | Reportable Derailment Rate – 5% | 2.25 | 2.12 | 2.00 | 1.75 | 10% | | Strategic Scorecard (Non-Formulaic 20%) | Strategic Scorecard – 20% | 25% | 100% | 200% | 200% | 40% | | Total Payout % | | | | | | 138% |

  48. Full Year 2025 Annual Incentive Plan Results

    (1)The 2025 Annual Incentive Plan design provides for an adjustment to Operating Ratio for the reported fuel expense and fuel revenue from the actual price to the price assumed in the Board-approved financial plan. This adjustment neutralizes the impact of fuel price fluctuations during the year. Reported operating income of $9,846 and operating ratio of 59.8% are adjusted to exclude $72 million of merger related costs. Non-Formulaic Component The non-formulaic component of the 2025 Annual Incentive Plan provides that twenty percent (20%) of the target annual incentive cash bonuses for the NEOs is based on a shared set of quantitative Company goals in key areas such as service performance index (SPI) for intermodal and manifest, net promoter score, volume growth, employee engagement, and renewable fuel blend. The Committee assessed the individual strategic scorecard items shown below without assigning a particular weighting to any one item.

  49. Full Year 2025 Annual Incentive Plan Results

    | 2025 Strategic Scorecard | | | | Manifest Service Performance Index A ratio of the service customers are currently receiving relative to the best monthly performance over the last three years for manifest service | | Exceeded Goal | | Intermodal Service Performance Index A ratio of the service customers are currently receiving relative to the best monthly performance over the last three years for intermodal service | | Exceeded Goal | | Net Promoter Score Measures customer loyalty and satisfaction by asking how likely customers are to recommend the Company to others | | Exceeded Goal | | Volume Growth Annual carload volume growth to exceed Industrial Production as published by Global Insights | | Exceeded Goal | | Employee Engagement Measures participation in the Company's annual employee engagement survey as well as the Company's employee engagement index based on survey results | | Met Goal | | Renewable Fuel Blend Percentage Measures the utilization of renewable diesel and biofuels in our locomotives | | Exceeded Goal |

  50. Full Year 2025 Annual Incentive Plan Results

    The Committee considered the following in its evaluation of the above strategic scorecard items: •SPI for both manifest and intermodal improved compared to 2024. Intermodal SPI improved 9 points in 2025, and Manifest SPI improved 11 points. •Net promoter score exceeded the Company’s set goal by 16 points. •Volume growth included the Committee’s evaluation of Industrial Production compared to carload volume. •With respect to employee engagement, although the Company missed its participation goal, the Company's employee engagement score improved 2 points compared to 2024. •The Company exceeded its goal for renewable fuel blend percentage with a 6.7% biofuel blend. Based on the Committee’s evaluation of the Company’s achievement of the strategic scorecard items, the Committee awarded this component at 200% of target for each of the NEOs. The table below reflects the aggregate actual performance incentive cash bonus reported for each of the NEOs for 2025.

  51. Full Year 2025 Annual Incentive Plan Results

    | | | ACTUAL | | | | | | | | NAME | 2025 TARGET BONUS | OPERATING INCOME 35% | OPERATING RATIO 35% | REPORTABLE PERSONAL INJURY RATE 5% | REPORTABLE DERAILMENT RATE 5% | STRATEGIC SCORECARD 20% | 2025 TOTAL ANNUAL INCENTIVE BONUS | 2025 OVERALL PAYOUT (AS A % OF TARGET) | | V. James Vena | $2,500,000 | $989,625 | $947,625 | $250,000 | $250,000 | $1,000,000 | $3,437,250 | 138% | | Jennifer L. Hamann | 800,000 | 316,680 | 303,240 | 80,000 | 80,000 | 320,000 | 1,099,920 | 138% | | Eric J. Gehringer | 750,000 | 296,888 | 284,287 | 75,000 | 75,000 | 300,000 | 1,031,175 | 138% | | Kenny G. Rocker | 750,000 | 296,888 | 284,287 | 75,000 | 75,000 | 300,000 | 1,031,175 | 138% | | Rahul Jalali | 600,000 | 237,510 | 227,430 | 60,000 | 60,000 | 240,000 | 824,940 | 138% | | Elizabeth F. Whited | 500,000(1) | 197,925 | 189,525 | 50,000 | 50,000 | 200,000 | 687,450 | 138% |

  52. Full Year 2025 Annual Incentive Plan Results

    (1)Pursuant to Ms. Whited’s Transition Agreement, she served as Special Advisor until February 28, 2026. During this transition period, her 2025 AIP bonus target of $1,000,000 was prorated to $500,000.

  53. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The components of our long-term incentive (LTI) compensation are:

  54. Long-Term Equity Incentive Compensation

    | | Performance Stock Units Performance stock units are payable based on the attainment and certification of: •Two-thirds (2/3) average annual Return on Invested Capital (ROIC) for a three-year performance period (Performance Period) •One-third (1/3) Operating Income Growth (OIG) over the Performance Period as compared to the OIG of the companies in the S&P 100 Industrials Index and the Class I Railroads |

  55. Long-Term Equity Incentive Compensation

    | | Stock Options Stock option awards become fully exercisable if the executive remains an employee through a three-year vesting period. One-third of each stock option grant vests each year over the three-year vesting period. |

  56. Long-Term Equity Incentive Compensation

    The Committee generally seeks to make long-term incentives the largest element of each NEO’s Target Total Direct Compensation opportunity. In setting the size of LTI awards, the Committee considers the individual performance of the NEO as well as the Total Target Direct Compensation opportunities of similarly situated executives of the Company’s Peer Group and competitive market information from third party compensation surveys. The CEO recommends to the Committee an aggregate value of LTI awards for each of the NEOs other than himself, which is a determination reserved for the Committee, taking into account advice from its compensation consultant and the Board’s evaluation of the CEO. The Committee considers these recommendations and determines the final amounts awarded to each NEO. The Committee may vary the mix of each component of equity compensation to some degree depending on Company and individual performance and retention risk regarding an executive. The LTI awards granted by the Committee in February 2025 reflected the Committee’s desire to provide long-term incentive compensation to promote the continued efforts of the NEOs to meet the long-term goals and strategic plans of the Company and to align this element of their compensation with the long-term interests of the Company’s shareholders. The Committee increased each NEO's, except for Ms. Whited's, target LTI award opportunities for 2025 to incentivize the continued growth of each in their respective roles and to better align their compensation with competitive market rates. The LTI awards for the NEOs and a description of the terms of these awards are set forth on pages 61 and 62 in the Grants of Plan-Based Awards in Fiscal Year 2025 Table and accompanying narrative discussion.

  57. Performance Stock Units

    Performance Stock Units In February 2023, February 2024, and February 2025, the Committee granted the NEOs performance stock units (PSUs), two-thirds (2/3) of which are payable based on the attainment and certification of average annual return on invested capital (ROIC) for a three-year performance period (Performance Period) and one-third (1/3) of which are payable based on the attainment and certification of our operating income growth (OIG) over the Performance Period as compared to the OIG of the companies in the S&P 100 Industrials Index and the Class I Railroads. Payout of the 2023, 2024, and 2025 PSUs may be zero if threshold goals are not achieved or may range from 25% to 200% of the target number of stock units. The threshold, target, and maximum number of 2025 PSUs that may be earned by each NEO is set forth on page 61 in the Grants of Plan-Based Awards in Fiscal Year 2025 Table. We define ROIC as net operating profit after taxes, divided by average invested capital. The Committee may adjust ROIC to reflect the effect of special or strategic transactions or events, such as excluding the impact of significant gains on sales of real estate, tax adjustments, accounting charges, or reclassifications. The Committee selected ROIC because it is one of our key measurements that indicates success in making long-term capital investment decisions that improve financial and operational performance and increase shareholder value. In addition, the Board emphasizes ROIC as a key focus area for the Company. The ROIC performance criteria are set based on thoughtful analysis of current and projected business levels and changes in the economic environment that may impact the Company’s ability to achieve levels of return reported in previous periods. For PSUs granted in 2025, the Committee recommended Board approval of our ROIC target at 15.5%. The Committee also considered returns commensurate with other Class I railroads and large-cap industrial companies.

  58. Performance Stock Units

    | PERFORMANCE PERIOD | PERFORMANCE CRITERIA | ROIC THRESHOLD | ROIC TARGET | ROIC MAXIMUM | | 2023 – 2025 | 2/3 ROIC and 1/3 Relative OIG | 13.0% | 17.0% | 19.5% | | 2024 – 2026 | 2/3 ROIC and 1/3 Relative OIG | 12.0% | 15.5% | 18.0% | | 2025 – 2027 | 2/3 ROIC and 1/3 Relative OIG | 12.0% | 15.5% | 18.0% |

  59. Performance Stock Units

    The Committee selected relative OIG because it aligns with the Company’s objective of profitable growth. The table below summarizes the payout schedule for the relative OIG component of PSUs based on the Company’s operating income growth percentile compared to the OIG of the companies in the S&P 100 Industrials Index and the Class I Railroads. Payout will be linearly interpolated for performance between levels.

  60. Performance Stock Units

    | OPERATING INCOME GROWTH (PERCENTILE) | PAYOUT (% OF EARNED SHARES) | | 25% | 25% | | 50% | 100% | | 75% | 150% | | 90% | 200% |

  61. Performance Stock Units

    For PSUs granted in 2023, 2024, and 2025, if the Company does not meet the threshold ROIC and OIG level for the three-year performance period, executives will not earn any performance stock units on that component. Additionally, if the Company’s absolute annualized OIG for the Performance Period is below 2%, the payout on this component is capped at 100% of target for PSUs granted in 2023 and 2024. The Committee certified the ROIC results as shown in the graph below for performance years 2023-2025.

  62. ROIC*

    *ROIC is not considered a financial measure under GAAP by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. For a reconciliation to GAAP, please see Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In February 2026, the PSUs granted for the 2023-2025 performance period were settled at an overall payout of 86% of target. Three-year average ROIC was 15.9%, resulting in a 79% of target payout for two-thirds (2/3) of the award. Relative OIG was at the 52nd percentile for the Performance Period, which would have resulted in payout of 104% of target for one-third (1/3) of the award, but because our absolute OIG was below 2%, this component was capped at 100% of target. The resulting weighted payout was 86% of target. PSUs earned under the 2023 grants for each of the NEOs are included as Earned Performance Stock Units in the Stock Awards column of the Outstanding Equity Awards at 2025 Fiscal Year-End Table on page 64. The table below summarizes how the PSUs granted in 2023 were earned, and how the performance stock units granted in 2024 and 2025 are tracking as of December 31, 2025.

  63. Change-in-Control Arrangements

    Change-in-Control Arrangements In November 2000, the Board adopted the Union Pacific Corporation Key Employee Continuity Plan (the Continuity Plan). The purpose of the Continuity Plan is to assure the smooth transition of management and effective operation of the Company in the event of a change-in-control by providing (i) sufficient economic security to allow key executives to focus on overall shareholder value without concern about personal financial interests and (ii) severance benefits in the event their employment with the Company is terminated within two years following a change-in-control. The Continuity Plan provides severance benefits to certain senior level executives, including the NEOs, in the event (i) a change-in-control occurs and (ii) the covered executive is involuntarily terminated or constructively discharged within two years following the change-in-control. This “double-trigger” requirement will allow the new controlling party to retain certain executives and terminate others with the obligation to provide the benefits set forth in the Continuity Plan. Severance benefits are the same for all covered executives, except for the multiple used to determine an executive’s lump-sum severance payment. The lump-sum severance payment is equal to three times the sum of base salary plus the average of the annual bonus payments earned in the three most recent calendar years for Mr. Vena and two times this sum for each of Ms. Hamann, Mr. Gehringer, Mr. Rocker, and Mr. Jalali. The Committee determined these multiples based upon competitive practices at the time the plan was adopted. The Continuity Plan does not provide for any tax gross-ups. As a result, none of the Company’s executives, including the NEOs, are eligible to receive any excise tax gross-up on any severance payment received under the Continuity Plan. In December 2021, the Committee recommended, and the Board approved the following changes to the Continuity Plan in the event of a qualifying termination of employment following a change-in-control: the elimination of the automatic vesting and receipt of an additional three years of age and service credit in the Company’s Supplemental Pension Plan, proration of the current year’s annual incentive bonus, and the addition of best net treatment for excise taxes associated with Section 280G of the Internal Revenue Code (the Code). In September 2003, the Board adopted the Union Pacific Corporation Policy Regarding Shareholder Approval of Future Severance Agreements (Severance Policy). Under this Severance Policy, the Company agreed not to enter into a future severance agreement with a senior executive that provides for benefits in an amount generally exceeding 2.99 times salary plus bonus unless such agreement is approved by a vote of our shareholders. Payments and certain severance benefits for the NEOs upon a change-in-control, as well as a description of the Continuity Plan are set forth on pages 72 through 75.

  64. Recoupment Policy

    Recoupment Policy On September 28, 2023, the Board approved the Company’s amended and restated Policy for Recoupment of Certain Compensation (the Policy) which became effective October 2, 2023. The Policy applies to any incentive-based compensation (defined as any compensation granted, earned, or vested based in whole or part on the Company’s attainment of a financial reporting measure) or other incentive compensation (covering any compensation under the Company’s Executive Incentive Plan (or successor plan) or under one of the Company’s applicable stock plans, including all time-vesting equity awards) received on or after October 2, 2023, and the Company’s prior recoupment policy applies to incentive compensation awarded on or after January 1, 2020, and received before October 2, 2023. The Policy complies with the listing standards adopted by the New York Stock Exchange that implemented the SEC’s finalized Exchange Act Rule 10D-1. The Policy requires that, in the event of a financial restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, the Company will recover from each covered executive (specified as any executive officer of the Company as defined under Rule 10D-1 of the Securities Exchange Act of 1934) on a reasonably prompt basis the amount of any excess incentive-based compensation received by such covered executive during the recovery period (as defined in the Policy). Additionally, in the event the Company is required to prepare such a financial restatement the Compensation and Talent Committee may, in its sole discretion, require other Company executives to repay to the Company any excess incentive-based compensation received by such executive during the recovery period. The Policy also provides that the Committee may, in its sole discretion, require a covered executive or other executive who has engaged in certain types of detrimental conduct, as more particularly described in the Policy, to repay to the Company any incentive compensation received during the recovery period.

  65. COMPENSATION AND TALENT COMMITTEE REPORT

    | Summary Compensation Table |

  66. COMPENSATION AND TALENT COMMITTEE REPORT

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY | BONUS | STOCK AWARDS (a) | OPTION AWARDS (b) | NON-EQUITY INCENTIVE PLAN COMPENSATION | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS (c) | ALL OTHER COMPENSATION (d) | TOTAL COMPENSATION | | V. James Vena Chief Executive Officer | 2025 | $1,475,000 | $– | $9,000,130 | $6,000,003 | $3,437,250 | $0(f) | $383,979 | $20,296,362 | | | 2024 | 1,333,333 | – | 7,200,104 | 4,800,092 | 3,999,013 | 0(f) | 312,221 | 17,644,763 | | | 2023 | 477,151 | 1,406,250(e) | – | – | – | 0(f) | 133,947 | 2,017,348 | | Jennifer L. Hamann EVP & Chief Financial Officer | 2025 | 707,500 | – | 1,800,026 | 1,200,001 | 1,099,920 | 1,216,520 | 31,024 | 6,054,991 | | | 2024 | 681,667 | – | 1,650,174 | 1,100,075 | 1,305,800 | –(g) | 34,712 | 4,772,428 | | | 2023 | 633,333 | – | 1,560,015 | 1,040,107 | 320,000 | 895,790 | 23,543 | 4,472,788 | | Eric J. Gehringer EVP Operations | 2025 | 693,333 | – | 1,650,024 | 1,100,061 | 1,031,175 | 518,552 | 53,945 | 5,047,090 | | | 2024 | 650,000 | – | 1,500,136 | 1,000,035 | 1,224,188 | 28,950 | 38,105 | 4,441,414 | | | 2023 | 579,167 | – | 1,350,106 | 900,112 | 300,000 | 342,336 | 28,185 | 3,499,906 | | Kenny G. Rocker EVP Marketing & Sales | 2025 | 600,833 | – | 1,350,019 | 900,037 | 1,031,175 | 806,418 | 21,563 | 4,710,045 | | | 2024 | 546,667 | – | 1,200,059 | 800,139 | 1,224,188 | –(g) | 23,678 | 3,794,731 | | | 2023 | 500,000 | – | 900,071 | 600,123 | 300,000 | 571,679 | 30,414 | 2,902,287 | | Rahul Jalali EVP & Chief Information Officer | 2025 | 563,333 | – | 1,050,015 | 700,013 | 824,940 | 0(f) | 57,691 | 3,195,992 | | | 2024 | 543,333 | – | 900,231 | 600,058 | 448,869 | 0(f) | 50,985 | 2,543,476 | | | 2023 | 509,583 | – | 720,178 | 480,127 | 165,000 | 0(f) | 49,123 | 1,924,011 | | Elizabeth F. Whited Former President | 2025 | 575,000 | – | 2,400,035 | 1,600,050 | 687,450 | 2,297,675 | 26,901 | 7,587,111 | | | 2024 | 841,667 | – | 2,400,118 | 1,600,092 | 1,632,250 | –(g) | 36,061 | 6,510,188 | | | 2023 | 644,355 | – | 1,050,150 | 700,119 | 341,667 | 920,130 | 27,189 | 3,683,610 |

  67. COMPENSATION AND TALENT COMMITTEE REPORT

    | Grants of Plan-Based Awards in Fiscal Year 2025 |

  68. COMPENSATION AND TALENT COMMITTEE REPORT

    | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table |

  69. COMPENSATION AND TALENT COMMITTEE REPORT

    Annual bonuses are awarded under the Executive Incentive Plan, which allows the Committee to establish performance objectives annually in order to adjust to the changing business climate; provided that annual bonuses may not exceed 0.25% of operating income for the CEO or 0.15% of operating income for each other “covered employee” as defined under Rule 3b-7 of the Securities Exchange Act of 1934. The Committee determines incentive bonuses for the NEOs through a combination of pre-established financial performance and safety goals and an evaluation of strategic business objectives, as more fully described beginning on page 50. On February 6, 2025, the Committee granted performance stock units (PSUs) and stock options to each of the NEOs. PSUs actually earned will be subject to continued employment through February 6, 2028. After the three-year Performance Period covering fiscal years 2025 through 2027, the executive may earn up to two times the target number of PSUs granted to that executive based on two-thirds (2/3) average annual return on invested capital (ROIC) and one-third (1/3) Operating Income Growth (OIG) over the Performance Period as compared to the OIG of the companies in the S&P 100 Industrials Index and the Class I Railroads. If the Company does not meet the threshold ROIC level and OIG level for the three-year performance period, executives will not earn any PSUs on that component. Prior to the satisfaction of the ROIC and OIG performance criteria and the continued employment requirement, the Company does not pay dividend equivalents on the PSUs. Rather, dividend equivalents accrue during the performance and vesting period and are only paid when and to the extent the underlying PSU is earned. PSUs that have been earned over the three-year performance period will be paid out in Company common stock following the executive’s satisfaction of the continued employment requirement. In addition, a participant may elect to defer the payment of the stock units earned pursuant to the Company’s Deferred Compensation Plan described on page 71. If the stock units are deferred, associated dividend equivalents paid on or after the date such stock units are earned also are deferred under the Deferred Compensation Plan. Stock option grants vest annually in equal one-third installments over a three-year period from the grant date of February 6, 2025. The maximum term of stock options is 10 years. Vesting of stock option grants is subject to continued employment through each applicable vesting date. Vesting or forfeiture of these awards may occur upon termination of employment or a change-in-control as described further below in the Potential Payments Upon Separation from Service, Change-In-Control, or Death or Disability section. As part of the February 2025 grants of PSUs and stock options, the Committee provided for the lapse of the continued employment requirement applicable to the award if an executive retires and is either age 55 with 10 years of vesting service, age 60 with 5 years of vesting service, or age 65, so long as the executive remains employed until December 31 in the year of grant. Vesting service is calculated by applying the rules for determining vesting service under the Company's Pension Plan for Salaried Employees regardless of whether the executive was ever a participant in the Pension Plan. This same provision was contained in the stock award agreements for non-executive employees.

  70. COMPENSATION AND TALENT COMMITTEE REPORT

    | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information |

  71. COMPENSATION AND TALENT COMMITTEE REPORT

    Stock option grants to our NEOs are made annually at the February Compensation and Talent Committee meeting, and the grants are effective on the next day after approval by the Board as shown in the Grants of Plan-Based Awards Fiscal Year 2025 Table and as reflected in the table below. It has been the Company’s long-standing practice that stock options are granted on this predetermined schedule. Our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and we do not time the public release of such information based on stock option grant dates. It has also been our longstanding practice to file the Company’s Form 10-K after review and approval by the Board at its February meeting. The Company’s earnings release for the fourth quarter of the prior year is in late January. During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  72. COMPENSATION AND TALENT COMMITTEE REPORT

    | Fiscal Year 2025 Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information |

  73. COMPENSATION AND TALENT COMMITTEE REPORT

    During the fiscal year ended 2025, each of our NEOs was awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, as summarized in the table below:

  74. COMPENSATION AND TALENT COMMITTEE REPORT

    | | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award (a) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (b) | | V. James Vena Chief Executive Officer | 2/6/2025 | 123,195 | $243.51 | $6,000,003 | 0.3% | | Jennifer L. Hamann EVP & Chief Financial Officer | 2/6/2025 | 24,639 | 243.51 | 1,200,001 | 0.3% | | Eric J. Gehringer EVP Operations | 2/6/2025 | 22,587 | 243.51 | 1,100,061 | 0.3% | | Kenny G. Rocker EVP Marketing & Sales | 2/6/2025 | 18,480 | 243.51 | 900,037 | 0.3% | | Rahul Jalali EVP & Chief Information Officer | 2/6/2025 | 14,373 | 243.51 | 700,013 | 0.3% | | Elizabeth F. Whited Former President | 2/6/2025 | 32,853 | 243.51 | 1,600,050 | 0.3% |

  75. COMPENSATION AND TALENT COMMITTEE REPORT

    (a)Amounts reported in this column reflect grant date fair values as calculated in accordance with FASB ASC Topic 718. (b)The percentage change was determined using the closing market price of the Company’s common stock on February 6, 2025, of $243.51, which is also the trading day ending immediately prior to the Company’s filing of its 2024 Form 10-K, and the closing stock price of $244.33 on February 10, 2025, the trading day beginning immediately following the filing of the 2024 Form 10-K.

  76. COMPENSATION AND TALENT COMMITTEE REPORT

    | Outstanding Equity Awards at 2025 Fiscal Year-End |

  77. COMPENSATION AND TALENT COMMITTEE REPORT

    | Option Exercises and Stock Vested in Fiscal Year 2025 |

  78. COMPENSATION AND TALENT COMMITTEE REPORT

    | Pension Benefits at 2025 Fiscal Year-End |

  79. COMPENSATION AND TALENT COMMITTEE REPORT

    | Nonqualified Deferred Compensation at 2025 Fiscal Year-End |

  80. 409A Grandfathered Components—Supplemental Thrift and Deferred Compensation Plans

    | Potential Payments Upon Separation from Service, Change-In-Control, or Death or Disability |

  81. Separation from Service

    Separation from Service In the event of the separation from service of any of the NEOs on December 31, 2025, for any reason, the executive would be entitled to the executive’s accumulated retirement benefits under the Basic and Supplemental Plans in the payment forms set forth in the Pension Benefits at 2025 Fiscal Year-End Table on page 67. Under both Plans, the executive must be at least age 55 and have 5 years of service (including deemed service under the Supplemental Plan) with the Company, or at least age 65 regardless of years of service, for benefits to be payable immediately. Assuming a termination date of December 31, 2025, Ms. Hamann and Ms. Whited were eligible to begin Basic Plan benefits immediately at January 1, 2026, and are required to begin Supplemental Plan benefits as of that date, although the first six months’ benefit payments are delayed and would be paid (without interest) on July 1, 2026. The monthly amount payable as a single life annuity under the Supplemental Plan for Ms. Hamann was $34,690 and for Ms. Whited was $49,098. Assuming a termination date of December 31, 2025, Mr. Gehringer would be eligible to begin his benefit on April 1, 2034. The monthly amount payable as a single life annuity under the Supplemental Plan for Mr. Gehringer would be $12,712. Assuming a termination date of December 31, 2025, Mr. Rocker would be eligible to begin his benefit on December 1, 2026. The monthly amount payable as a single life annuity under the Supplemental Plan for Mr. Rocker would be $17,729. Each of the NEOs would also be entitled to the amount shown in the Nonqualified Deferred Compensation at 2025 Fiscal Year-End Table on page 69. Notional returns continue to be credited and debited under these plans through the actual payment date, so amounts may differ at the time of an actual separation from service or change-in-control. For any unvested equity awards, the Compensation and Talent Committee may, but is not required to, waive the related restriction period and/or employment requirements. As described in the Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table on page 62, the 2025 equity awards provided for the lapse of the continued employment requirement applicable to the award if an executive retires and has attained either age 55 with 10 years of vesting service, age 60 with 5 years of vesting service, or age 65 under the Company pension plan, so long as the executive remained employed until December 31st in the year of grant. The unvested equity awards granted in 2023 and 2024, provided for the lapse of the continued employment requirement if an executive retires and has attained age 62 with 10 years of vesting service and remains employed until September 30th in the year of grant. Vesting service is determined by applying the Basic Plan's rules for determining vesting service, regardless of whether the executive was ever a participant in the Basic Plan. Mr. Vena’s equity awards granted in 2024 will continue to vest in full, and his vested options will remain exercisable for five years from the date of retirement, if he has served at least two years from the date he commenced service as CEO, gives at least 180 days’ notice of his retirement and assists in the transition of his role to his successor.

  82. Pay Ratio Disclosure

    Pay Ratio Disclosure The median 2025 annual total compensation of all our employees as of December 31, 2025, was $134,454.* The 2025 annual total compensation of V. James Vena, our Chief Executive Officer (CEO), was $20,296,362. The resulting CEO pay ratio of these amounts was 151:1. The median employee is a system anchor applicator operator in the Engineering department whose compensation is subject to a national collective bargaining agreement. In determining the median employee, we utilized reasonable estimates. We identified the median employee by examining the 2025 W-2 box 1 income (Taxable Income) for all individuals on December 31, 2025, other than our CEO. We included all employees, whether employed on a full-time, part-time, or seasonal basis except that we excluded 26** of our non-U.S. employees, under the SEC’s de minimis exemption, since these employees represent less than 0.1% of our approximately 33,170 employees who were issued a W-2 in 2025. Taxable Income for non-seasonal employees who were not employed for the full-year was annualized. The employees were then ranked based on Taxable Income and the median employee selected. After identifying the median employee based on Taxable Income, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the 2025 Summary Compensation Table on page 59. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. __________________ *The median annual compensation amount reported in the Company’s Form 10-K for the year ended December 31, 2025, was $107,889 and is calculated differently than the $134,454 amount noted above. The $134,454 includes amounts for pre-tax medical premiums and employer cost of health coverage. **Our non-U.S. employees are comprised of 25 employees in Mexico and 1 employee in Taiwan. The following table provides a summary of compensation actually paid, as defined by the SEC (CAP), to the principal executive officer (PEO), the average CAP for the other non-PEO named executive officers (Other NEOs), total shareholder return (TSR), net income, and the Company-selected financial measure (CSM) of operating income for 2025, 2024, 2023, 2022, and 2021.

  83. Pay Ratio Disclosure

    | Year | Summary Compensation Table Total for PEO V. James Vena (a) | Compensation Actually Paid to PEO V. James Vena (a)(c) | Summary Compensation Table Total for PEO Lance M. Fritz (a) | Compensation Actually Paid to PEO Lance M. Fritz (a)(c) | Average Summary Compensation Table Total for Non-PEO NEOs (a) | Average Compensation Actually Paid to Non-PEO NEOs (a)(c) | Value of Initial Fixed $100 Investment Based On: | | Net Income In Millions | CSM: Operating Income In Millions | | | | | | | | | Company TSR | Peer Group TSR (b) | | | | 2025 | $20,296,362 | $16,803,878 | $– | $– | $5,319,046 | $4,936,417 | $124 | $149 | $7,138 | $9,846 | | 2024 | 17,644,763 | 12,782,098 | – | – | 4,879,690 | 3,865,271 | 120 | 134 | 6,747 | 9,713 | | 2023 | 2,017,348 | 2,017,348 | 15,552,576 | 13,105,795 | 3,639,648 | 3,680,741 | 126 | 132 | 6,379 | 9,082 | | 2022 | – | – | 14,326,072 | 5,546,491 | 2,690,886 | 2,533,173 | 104 | 110 | 6,998 | 9,917 | | 2021 | – | – | 14,523,819 | 23,246,960 | 3,188,100 | 4,326,065 | 123 | 133 | 6,523 | 9,338 |

  84. Pay Ratio Disclosure

    (a) Mr. Fritz, in his capacity as Chief Executive Officer, served as our principal executive officer (PEO) for 2021 and 2022 and until August 14, 2023, when Mr. Vena became the CEO. The Other NEOs represent the following individuals for each of the years shown: Ms. Hamann, Mr. Gehringer, Mr. Rocker, Mr. Jalali, and Ms. Whited for 2025 and Ms. Hamann, Ms. Whited, Mr. Rocker, and Mr. Gehringer for 2024, 2023, 2022 and 2021. (b) The peer group index is the Dow Jones Transportation Index, which is included in Item 5 of the Company’s Form 10-K for the year ended December 31, 2025. (c) CAP is defined by the SEC to include not only actual take-home pay for the reported year, but also (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date such awards vested or were forfeited, or through the end of the reported fiscal year. To calculate CAP, the following amounts were deducted from and added to the applicable executives’ “total compensation” as reported in the Summary Compensation Table (SCT). No adjustments were made to Mr. Vena’s 2023 total compensation for purposes of calculating his 2023 CAP. PEO V. James Vena SCT Total to CAP Reconciliation:

  85. Pay Ratio Disclosure

    | Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards (i) | Equity Award Adjustments (ii) | Reported Change in the Actuarial Present Value of Pension Benefits (iii) | Pension Benefit Adjustments (iv) | Compensation Actually Paid to PEO | | 2025 | $20,296,362 | $(15,000,133) | $11,507,649 | $– | $– | $16,803,878 | | 2024 | 17,644,763 | (12,000,196) | 7,137,531 | – | – | 12,782,098 | | 2023 | 2,017,348 | – | – | – | – | 2,017,348 |

  86. Pay Ratio Disclosure

    PEO Lance M. Fritz SCT Total to CAP Reconciliation:

  87. Pay Ratio Disclosure

    | Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards (i) | Equity Award Adjustments (ii) | Reported Change in the Actuarial Present Value of Pension Benefits (iii) | Pension Benefit Adjustments (iv) | Compensation Actually Paid to PEO | | 2023 | $15,552,576 | $(12,000,274) | $10,562,712 | $(1,500,939) | $491,720 | $13,105,795 | | 2022 | 14,326,072 | (12,000,163) | 2,504,547 | – | 716,035 | 5,546,491 | | 2021 | 14,523,819 | (10,500,166) | 18,510,398 | (47,311) | 760,220 | 23,246,960 |

  88. Pay Ratio Disclosure

    Average Non-PEO NEOs SCT Total to CAP Reconciliation:

  89. Pay Ratio Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards (i) | Equity Award Adjustments (ii) | Average Reported Change in the Actuarial Present Value of Pension Benefits (iii) | Pension Benefit Adjustments (iv) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $5,319,046 | $(2,750,056) | $2,637,236 | $(967,833) | $698,024 | $4,936,417 | | 2024 | 4,879,690 | (2,812,707) | 1,639,815 | (7,237) | 165,710 | 3,865,271 | | 2023 | 3,639,648 | (2,025,201) | 2,413,150 | (682,484) | 335,628 | 3,680,741 | | 2022 | 2,690,886 | (1,812,770) | 594,285 | – | 1,060,772 | 2,533,173 | | 2021 | 3,188,100 | (1,475,163) | 2,409,395 | (367,668) | 571,401 | 4,326,065 |

  90. Pay Ratio Disclosure

    (i) The amounts included in this column are the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the SCT for each applicable year. (ii) The equity award adjustments for each applicable year reflect the year-over-year change in the fair value of equity awards as itemized in the tables below. PEO V. James Vena Equity Award Adjustments Reconciliation:

  91. Pay Ratio Disclosure

    | Year | Fair Value as of Year-End of Equity Awards Granted during the Year | Fair Value as of Vest Date of Equity Awards Granted and Vested during the Year | Increase (Decrease) from Prior Year-End to Vest Date in Fair Value of Awards That Vested During the Year | Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years | Total Equity Award Adjustments | | 2025 | $10,960,094 | $– | $172,348 | $375,207 | $11,507,649 | | 2024 | 7,137,531 | – | – | – | 7,137,531 | | 2023 | – | – | – | – | – |

  92. Pay Ratio Disclosure

    PEO Lance M. Fritz Equity Award Adjustments Reconciliation:

  93. Pay Ratio Disclosure

    | Year | Fair Value as of Year-End of Equity Awards Granted during the Year | Fair Value as of Vest Date of Equity Awards Granted and Vested during the Year | Increase (Decrease) from Prior Year-End to Vest Date in Fair Value of Awards That Vested During the Year | Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years | Awards Forfeited During the Year | Total Equity Award Adjustments | | 2023 | $11,353,821 | $– | $350,903 | $3,250,480 | $(4,392,492) | $10,562,712 | | 2022 | 8,228,329 | – | (1,183,911) | (4,539,871) | – | 2,504,547 | | 2021 | 12,578,359 | – | (1,151,373) | 7,083,412 | – | 18,510,398 |

  94. Pay Ratio Disclosure

    Average Non-PEO NEOs Equity Award Adjustments Reconciliation:

  95. Pay Ratio Disclosure

    | Year | Fair Value as of Year-End of Equity Awards Granted during the Year | Fair Value as of Vest Date of Equity Awards Granted and Vested during the Year | Increase (Decrease) from Prior Year-End to Vest Date in Fair Value of Awards That Vested During the Year | Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years | Total Equity Award Adjustments | | 2025 | $2,009,373 | $– | $138,178 | $489,685 | $2,637,236 | | 2024 | 1,672,955 | – | 12,414 | (45,554) | 1,639,815 | | 2023 | 1,916,131 | – | 44,065 | 452,954 | 2,413,150 | | 2022 | 1,242,989 | – | (116,387) | (532,317) | 594,285 | | 2021 | 1,767,115 | – | (83,871) | 726,151 | 2,409,395 |

  96. Pay Ratio Disclosure

    (iii)The amounts included in this column are the change in the present actuarial value of the executives’ accumulated benefit under the Company’s pension plan as reported in “Change in Pension and Nonqualified Deferred Compensation Earnings” column of the SCT for each applicable year. (iv)The total pension benefit adjustments for each applicable year include the actuarially determined service cost for services rendered during the applicable year (the “service cost”).