Union Pacific Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$UNP
Railroads
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2025
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(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
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Item 8.01 Other Events
On February 10, 2025, Union Pacific Corporation (the “Company”) entered into an Underwriting Agreement for the sale of $1,000,000,000 in aggregate principal amount of its 5.100% Notes due 2035 (the “2035 Notes”); and $1,000,000,000 in aggregate principal amount of its 5.600% Notes due 2054 (the “2054 Notes”, and together with the 2035 Notes, the “Notes”). The Company registered the offering of the Notes under the Securities Act of 1933, as amended, pursuant to its shelf registration on Form S-3 (File No. 333-277044). The Notes are issuable pursuant to an Indenture, dated as of April 1, 1999 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee.
Attached as Exhibit 1.1 is the Underwriting Agreement (including the Terms Agreement), dated February 10, 2025, between the Company and BoA Securities, Inc., Citigroup Global Markets Inc., Morgan & Stanley Co. LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, pursuant to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes. Also attached as Exhibit 5.1 is an opinion of John A. Menicucci, Jr., Assistant Secretary of the Company, regarding certain aspects of the legality of the Notes.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| 1.1 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 13, 2025
| UNION PACIFIC CORPORATION | ||||||||
| By: | /s/ Craig V. Richardson | |||||||
| Craig V. Richardson | ||||||||
| Executive Vice President, Chief Legal Officer and | ||||||||
| Corporate Secretary | ||||||||