UNION PACIFIC CORP

This summary highlights information that may be contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Meeting Information and Availability of Proxy Materials

Date and Time: May 8, 2025, at 7:00 A.M., Central Daylight Time

Place: Via live audio webcast at www.virtualshareholdermeeting.com/UNP2025

Record Date: March 14, 2025

How to Vote

We encourage you to vote in advance of the meeting. You may vote using one of the following voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions. Participants in Union Pacific’s thrift and retirement plans who hold Company stock through such plans will receive separate voting instructions. You can vote in one of three ways:

Company Performance Highlights

Safety, Service, and Operational Excellence supports the Company’s long-term initiative to grow its freight volumes. Together as a team, we are focused on achieving the best safety record in the industry and being known for superior service, grounded in operational excellence which, in turn, drives growth.

Safety.2024 was a transformational year on our journey to becoming the safest railroad. Our strategy is focused on four pillars, Injury Prevention, Leverage Technology, Situational Awareness Testing, and Peer-to-Peer Engagement, as more fully described in the 2024 Business Highlights section on page 44. The focus on these four pillars is driving results. For 2024, our personal injury rate (the number of reportable injuries for every 200,000 employee-hours worked) was down by 23% and our derailment incident rate (the number of reportable derailment incidents per million train miles) was down 20% compared to 2023.

Service. Service Performance Index (SPI) (a ratio of the service customers are currently receiving relative to the best monthly performance over the last three years) for both intermodal and manifest products improved 2 and 4 points, respectively, compared to 2023. Throughout the year, we improved network fluidity as reflected in 2% faster freight car velocity and record terminal dwell which improved 3% from 2023.

Operational Excellence. Network performance throughout 2024 was strong. While we experienced some powerful weather events in the second quarter and a second half unexpected surge in international intermodal shipments, most of our operating metrics improved year-over-year. We maintained a resource buffer that allowed us to strategically integrate crews, locomotives, and freight cars into the network to efficiently handle the growth and recover from the weather events.

Union Pacific was the only Class I railroad to be named a Sustainability Yearbook Member by S&P Global. This recognition and our repeated inclusion in the JUST Capital 100 demonstrates our continued commitment to sustainability.

Highlights of the Company's 2024 financial and operational performance include:

Sustainability Highlights

We build America by connecting the nation’s businesses and communities to each other and the world by providing safe, reliable and efficient transportation solutions. To do this effectively, we are reinforcing our focus on our strategy of Safety + Service & Operational Excellence = Growth. This means providing faster and more efficient service and being productive and responsive to our customers and all stakeholders. We strive to serve our customers, enhance shareholder value, invest in our communities, and provide promising careers, while operating in an ethical manner.

Our environmental, social and governance strategy, Building a Sustainable Future 2030, is built on five areas of concentration:

How We Disclose Our Sustainability Progress

Last year, we updated our sustainability disclosure strategy, combining our three separate reports (The Climate Action Plan, We Are One Report, and the Building America Report) into one consolidated report, the Building America Report, covering our sustainability initiatives. Combining our sustainability disclosures and data in one report makes it easier for stakeholders to locate, bolstering our commitment to transparency.

Union Pacific is transitioning to publishing The Building America Report every other year instead of annually. However, we remain committed to transparency and will continue to provide annual updates on our sustainability data metrics to keep stakeholders informed of our ongoing progress and initiatives.

To guide our sustainability disclosures, we reference several reporting standards and frameworks, including the Global Reporting Initiative’s (GRI) reporting standards, the UN’s Sustainable Development Goals (SDGs) and the Sustainability Accounting Standards Board (SASB). Environmental disclosures also incorporate the Task Force on Climate-Related Financial Disclosures (TCFD) framework.

For more information on our Building a Sustainable Future 2030 strategy, please see our 2023 Building America Report and our Sustainability Metrics on our website, up.com, under the Investor drop-down menu, under “Sustainability.”

Sustainability Governance

The Board of Directors provides oversight of our sustainability strategy. The Corporate Governance, Nominating and Sustainability Committee is responsible for reviewing current developments in sustainability and recommends adoption of new, or modifications to existing practices, policies, and procedures. To oversee and guide the appropriate management of sustainability, we have established the following governance structure:

RECOGNITIONS

We take pride in our dedication to transparently sharing our sustainability strategies and data through various disclosure initiatives. We are honored to have received several awards, rankings, and recognitions over the past year, including:

Visit our Awards & Accolades Webpage for the full list at www.up.com/media/media_kit/awards/index.htm.

ENVIRONMENTAL

Union Pacific is committed to protecting the environment now and for future generations through our efforts in evaluating and improving our environmental management systems and operating efficiency while developing and investing in technology to reduce our environmental footprint. We are dedicated to sustainability and providing safe, reliable, fuel-efficient and environmentally responsible freight transportation for our customers.

2024 Environmental Highlights Include:

SOCIAL

Investing in our Workforce is one of the five areas of concentration in our Building a Sustainable Future 2030 strategy. We are dedicated to providing an environment where employees feel valued, engaged and inspired.

2024 Social Highlights Include:

Please refer to the 2023 Building America Report for additional information and details. The report is available on our website, up.com, under the Investor drop-down menu, under “Sustainability.”

GOVERNANCE

The Company’s commitment to strong corporate governance, effective risk management and independent oversight of management by the Board is reflected in our sound governance practices and policies.

2024 Governance Highlights Include:

Note: These statistics reflect the tenure, independence and diversity of the eleven director nominees.

Shareholder Engagement

It has been our longstanding practice to meet with shareholders throughout the year so that management and the Board can better understand shareholder perspectives on governance, executive compensation, and other topics.

We believe that engagement with our shareholders is an important part of our Company’s success and we have an active shareholder engagement program. Our shareholder engagement efforts help us to better understand our shareholders’ priorities and concerns and enable the Company to most effectively address issues important to our shareholders. Our Investor Relations team regularly meets with investors and investment analysts. Our head of Investor Relations communicates topics discussed and shareholder feedback to senior management and the Board for consideration in their decision-making.

In 2024, as part of our regular shareholder engagement, management participated in 9 investor conferences, over 80 virtual or in-person investor meetings and hosted more than 400 conference calls with investors and analysts.

In September 2024, we hosted our first in-person investor day in over six years for a group of over 100 investors and analysts.

Our annual say-on-pay vote is an opportunity to receive feedback from shareholders regarding our executive compensation program. Shareholders demonstrated strong support for our executive compensation program in 2024 as evidenced by the approximately 96% of votes cast in favor of say-on-pay at our 2024 Annual Meeting of Shareholders. We believe that the executive compensation decisions made in 2024 and described in this Proxy Statement benefit shareholders and continue to align with our strategy and pay-for-performance philosophy.

Executive Compensation Highlights

1400 Douglas Street, 19th Floor

Omaha, NE 68179

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 8, 2025