Union Pacific Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, 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): December 12, 2025 (December 12, 2025 )
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the Board) of Union Pacific Corporation (the Company) elected W. Anthony Will, age 60, to serve on the Board as a director of the Company, effective January 5, 2026. Mr. Will will serve on the Board’s Audit and Finance Committees. Mr. Will currently serves as President and Chief Executive Officer of CF Industries Holdings, Inc. (NYSE: CF) (CF Industries), a global manufacturer of hydrogen and nitrogen products for clean energy, fertilizer, emissions abatement and other industrial applications, and will be retiring as President and Chief Executive Officer effective January 4, 2026. Mr. Will will thereafter serve as an employee and Senior Advisor at CF Industries until March 15, 2026, and will remain a member of the Board of Directors of CF Industries until its 2026 annual meeting of shareholders, at which time he will retire from the CF Industries Board and not stand for re-election.
Mr. Will has served eighteen years in positions of increasing responsibility at CF Industries, Inc., including as President and Chief Executive Officer since 2014, Senior Vice President, Manufacturing and Distribution, Vice President, Manufacturing and Distribution and Vice President, Corporate Development. Prior to joining CF Industries, Mr. Will was a partner at Accenture LLP from 2005-2007 and Vice President, Business Development at Sears Holding Corporation from 2002 to 2005. Mr. Will has served on the Board of Directors at CF Industries, Inc. since 2014 and at Olin Corporation (NYSE: OLN), a global manufacturer and distributor of chemical products, since 2021. Mr. Will holds a Bachelor of Science in Electrical Engineering from Iowa State University and a Master of Business Administration from Northwestern University.
All Company directors serve concurrently on the Board of Directors of the Company’s principal operating subsidiary, Union Pacific Railroad Company (the Railroad). The Board affirmatively determined that Mr. Will has no material relationship with the Company or any of its consolidated subsidiaries, including the Railroad, (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is independent within the meaning of the applicable listing standards of the New York Stock Exchange and the director independence standards adopted by the Board. Mr. Will does not have a direct or indirect material interest in any related person transaction as defined under the Securities and Exchange Commission’s rules and the Company’s Related Party Policy.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release regarding the election of Mr. Will reported above, which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
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: December 12, 2025
| UNION PACIFIC CORPORATION | ||||||||
| By: | /s/ Christina B. Conlin | |||||||
| Christina B. Conlin | ||||||||
| Executive Vice President, Chief Legal Officer, and | ||||||||
| Corporate Secretary | ||||||||