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UNITED PARCEL SERVICE INC

For the period ended May 7, 2026. Filed Mar 19, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 19, 2026

Use the contents to explore the available documents and sections.

UPS$108.30-2.5%Stored close · as of Nov 6, 2026
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Contents

Proxy Statement Summary

Proxy StatementUNITED PARCEL SERVICE, INC.55 Glenlake Parkway, N.E., Atlanta, Georgia 30328

This Proxy Statement contains important information about the 2026 Annual Meeting of Shareowners (the “Annual Meeting”). We are providing these proxy materials to you because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. The Annual Meeting will be held via webcast on May 7, 2026, at 8:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/UPS2026. Shareowners can participate, ask questions and vote during the meeting through this website.

All properly executed written proxies, and all properly completed proxies submitted through the Internet or by telephone, that are delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to the completion of voting at the Annual Meeting. Only owners of record of shares of the Company’s common stock as of the close of business on March 9, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting (or any adjournment or postponement of the Annual Meeting). We are first distributing this Proxy Statement to shareowners on March 19, 2026.

Proxy Statement Summary

The following summary highlights key information contained elsewhere in this Proxy Statement.

Corporate Governance

The board is deeply committed to effective governance, fostering open dialogue, holding itself accountable and constructively challenging management to facilitate the Company’s long-term success. Some of our key governance policies and practices include:

Anindependent boardand anindependent, highly experienced Board Chair;

Ahighly engaged board, with an appropriate mix of relevant skills, experience and backgrounds;

Executive sessions ofindependent directors at each regular board meeting;

Annual elections for all directors; majority voting in uncontested director elections;

Active board participationin thestrategic planning process, including an in-depth annual strategy review and ongoing strategic oversight throughout the year;

Board committees consisting entirelyof independent directors;

Regular evaluations of governance policies and practices, making changes when appropriate; for example, the board recently delegated AI risk oversight responsibilities to the Risk Committee;

Proactive engagement with stakeholderson operational, strategic, financial and other relevant matters; during this proxy season management contacted holders of over 47% of our class B common stock to discuss environmental sustainability, corporate governance, executive compensation and human capital matters;

Annual board and committee self-evaluations, including one-on-one director discussions with the independent Board Chair;

Comprehensive director orientation program;

Robust stock ownership guidelines of eight times annual salary for the CEO, five times annual salary for other executive officers andfive times the annual retainer for directors; and

Restrictions on executive officers and directors hedging or pledging their ownership in UPS stock.

2026 Director Nominees

92% Independent8 years Average tenure

Summary information about our director nominees is below. As a group, we believe our director nominees have the appropriate skills and experience to effectively oversee and constructively challenge management’s execution of the Company’s strategy. For more information about our director nominees, see page 22.

NameDirectorSincePrincipal OccupationCommittee(s)
Independent Directors
Rodney Adkins2013Former Senior Vice President, IBM–Risk (Chair)–Compensation and Human Capital–Executive
Eva Boratto2020Chief Financial Officer, Bath & Body Works–Audit (Chair)
Kevin Clark2025Chairman and Chief Executive Officer, Aptiv–Audit
Wayne Hewett2020Senior Advisor, Permira–Audit
Angela Hwang2020Chief Executive Officer - Partner, Flagship Pioneering, and Chief Executive Officer, Metaphore Biotechnologies–Audit
William Johnson(1)2009Former Chairman, President and Chief Executive Officer, H.J. Heinz–Nominating and Corporate Governance (Chair)–Executive
Franck Moison2017Former Vice Chairman, Colgate-Palmolive–Nominating and Corporate Governance–Risk
John Morikis2025Former Chairman, President and Chief Executive Officer, The Sherwin-Williams Company–Audit
Christiana Smith Shi2018Former President, Direct-to-Consumer, Nike–Compensation and Human Capital (Chair)–Risk
Russell Stokes2020President and Chief Executive Officer, Commercial Engines and Services, GE Aerospace(2)–Compensation and Human Capital–Nominating and Corporate Governance
Kevin Warsh(3)2012Former Member of the Board of Governors of the Federal Reserve System, Distinguished Visiting Fellow, Hoover Institution, Stanford University–Compensation and Human Capital–Nominating and Corporate Governance
Non-Independent Director
Carol Tomé2003Chief Executive Officer, UPS–Executive (Chair)

(1)Independent Board Chair.

(2)Russell has announced his intention to retire from GE Aerospace in July 2026.

(3)The President of the United States has nominated Kevin to serve as Chairman of the Board of Governors of the United States Federal Reserve System, subject to confirmation by the United States Senate. Kevin has notified UPS that if he is confirmed to that position, he will resign from the Board.

8Notice of Annual Meeting of Shareowners and 2026 Proxy Statement

Executive Compensation

Compensation Practices

A significant portion of executive compensation is at-risk and tied to Company performance. This helps align executive decision-making with the long-term interests of our shareowners. Compensation practices that support these principles include:

Abalanced mix ofcash and equity, providing retention benefits and appropriate incentives over multiple vesting periods;

Performance based equity awards vesting over multiple years, furthering both retention andincentive goals;

Periodic reviews of incentive compensation metrics to facilitate alignment with strategic initiatives;

Multiple distinct goals for annual and long-term performance based awards, avoiding overemphasis on any one metric and mitigating excessive risk-taking;

Payout structures for the annual Management Incentive Program (the “MIP”) that provide visibility and clarity to participants, and limit payout discretion;

Long-term Incentive Performance (the “LTIP”) awards that vest over athree-year period;

Stock option awards that vest over afive-year period and only provide value if our stock price increases;

Clawback policy that applies to all executive officers;

Awards that require adouble trigger — both a change in control and a termination of employment or a failure to continue, assume or substitute the award — to accelerate vesting; and

No tax gross-ups on equity awards or golden parachute excise taxes.

2025 Compensation Actions

Key 2025 compensation decisions affecting our executive officers included:

Most target direct compensation wasperformance-based or considered “at risk” - 94% for the CEO and 86% for all other named executive officers (“NEOs”) as a group, page 41;

Base salary increases as a result of the annual salary review process, page 43;

Annual MIP awards were earned and paid below target, page 44;

Receipt of a Restricted Stock Unit grant, for executives other than the CEO, to assist in retaining and motivating leadership at a critical transition stage, page 48; and

2023 LTIP awards, which had three-year performance goals ending in 2025, were earned and paid below target, page 47.

Say on Pay Vote

We maintain executive compensation programs that support the long-term interests of our shareowners. We provide shareowners the opportunity to vote annually, on an advisory basis, to approve the compensation of our Named Executive Officers (the “NEOs”), as described in the Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in this Proxy Statement. The board recommends you vote FOR the advisory vote to approve NEO compensation. For more information, see page 68.

2026 Omnibus Incentive Compensation Plan

Annual and long-term incentive compensation and equity compensation awards play an important part in our pay-for-performance philosophy. The ability to grant equity compensation awards also helps us remain competitive in retaining and attracting highly qualified employees upon whom the future growth and success of UPS depend. The 2026 Omnibus Incentive Compensation Plan (the “2026 Plan”) is intended to provide UPS flexibility to motivate, attract, and retain the services of employees and directors who are expected to make contributions to our success, and to allow our employees and directors to share in our success.

If the 2026 Plan is not approved, we do not expect to have sufficient share authorization to meet our anticipated long-term equity compensation needs under our existing equity compensation plan. If the 2026 Plan is not approved, we may be compelled to increase significantly the cash component of our employee and director compensation, which may not necessarily align employee and director compensation interests with the investment interests of our shareowners. Replacing equity awards with cash also would increase cash compensation expense and use cash that might be better utilized otherwise. The board recommends you vote FOR the 2026 Plan. For more information, see page 69.

Ratify the Appointment of the Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. The board recommends you vote FOR the ratification of the appointment of Deloitte & Touche LLP. For more information, see page 82.

Shareowner Proposals

For the reasons described in this Proxy Statement, the board recommends you vote AGAINST the shareowner proposals. Information about these proposals starts on page 85.

10Notice of Annual Meeting of Shareowners and 2026 Proxy Statement
ContentsView on SEC.gov

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