Material Agreement (Form 8-K)

Agreement and Plan of Merger

On July 28, 2025, Union Pacific Corporation (Union Pacific or the Company), entered into an Agreement and Plan of Merger (the Merger Agreement), by and among Union Pacific, Norfolk Southern Corporation, a Virginia corporation (Norfolk Southern), Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of Union Pacific (Merger Sub 1) and Ruby Merger Sub 2 LLC, a Virginia limited liability company and a direct wholly owned subsidiary of Union Pacific (Merger Sub 2 and, together with Merger Sub 1, Merger Subs). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub 1 will merge with and into Norfolk Southern (the First Merger), with Norfolk Southern surviving the First Merger as a direct wholly owned subsidiary of Union Pacific, and (ii) immediately thereafter, Norfolk Southern will merge with and into Merger Sub 2 (the Second Merger and, together with the First Merger, the Mergers), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Union Pacific.

Union Pacific's Board of Directors (the Company Board) has unanimously approved the Merger Agreement and resolved to recommend that Union Pacific's shareholders approve the issuance of Union Pacific Common Stock in the First Merger.

Merger Consideration

At the effective time of the First Merger, each share of common stock, par value $1.00 per share, of Norfolk Southern (Norfolk Southern Common Stock) issued and outstanding immediately prior to the effective time of the First Merger, other than shares held by Union Pacific or Norfolk Southern, or their direct or indirect subsidiaries, will be converted automatically into the right to receive (i) one (1) share of common stock, par value $2.50 per share, of Union Pacific (Union Pacific Common Stock or Company Common Stock) (the Share Consideration) and (ii) $88.82 in cash, without interest (the Cash Consideration and, together with the Share Consideration, the Merger Consideration).

Treatment of Norfolk Southern Equity Awards

The Merger Agreement also provides that (i) each outstanding Norfolk Southern compensatory stock option will be converted into a Union Pacific compensatory stock option based on the Merger Consideration, (ii) each outstanding Norfolk Southern restricted stock unit (Norfolk Southern RSU) that is vested or becomes vested at the effective time of the First Merger will be converted into the right to receive an amount in cash based on the Merger Consideration, (iii) each other outstanding Norfolk Southern RSU will be converted based on the Merger Consideration into a Union Pacific stock unit award, which will otherwise continue to be subject to the same terms and conditions applicable to such award, and (iv) each outstanding Norfolk Southern performance stock unit will be converted based on the Merger Consideration into a Union Pacific stock unit award (with any applicable performance goals being deemed achieved at the greater of the target level of performance and the actual level of performance), which will otherwise continue to be subject to the same terms and conditions applicable to such award (including service-based vesting but excluding performance-based vesting conditions).

Governance

At the effective time of the Mergers, the parties will take all actions to designate and appoint three directors of Norfolk Southern (the Norfolk Southern Designees) to become members of the Company Board. The Norfolk Southern Designees will be designated by the Company Board, but will include the current Chief Executive Officer of Norfolk Southern and the current Chair of Norfolk Southern, who are expected to join the Company Board after completing the Company's corporate governance process.

Closing Conditions

The completion of the Mergers is subject to customary closing conditions, including (1) the approval of the Merger Agreement by a majority of the votes cast by holders of Norfolk Southern Common Stock, (2) the approval of the issuance of shares of Company Common Stock to be issued in the First Merger by a majority of the votes cast by the holders of outstanding shares of Company Common Stock, (3) the receipt of the required regulatory approvals, including approval by the Surface Transportation Board (and in the case of the Company's obligation to consummate the Mergers, without resulting in certain other effects as specified in the Merger Agreement), (4) the absence of any injunction or order by any court or other governmental entity prohibiting or making illegal the Mergers (and in the case of the Company's obligation to consummate the Mergers, without resulting in certain other effects as specified in the Merger Agreement), (5) the effectiveness of the registration statement on Form S-4pursuant to which shares of Company Common Stock to be issued in the First Merger will be registered with the U.S. Securities and Exchange Commission (the SEC), (6) the shares of Company Common Stock to be issued in the First Merger being approved for listing on the NYSE, (7) the accuracy of each party's representations and warranties, subject to certain materiality qualifiers set forth in the Merger Agreement, (8) compliance in all material respects with each party's obligations under the Merger Agreement, and (9) the absence of a material adverse effect with respect to each of Union Pacific and Norfolk Southern.

Termination and Fees

The Merger Agreement may be terminated under certain customary circumstances, including by either Union Pacific or Norfolk Southern if the Mergers are not completed by January 28, 2028 (the End Date), which will be automatically extended under certain circumstances. The Merger Agreement also provides for certain termination rights for each of the Union Pacific or Norfolk Southern, and that, upon termination of the Merger Agreement under certain specified circumstances related to the failure to obtain regulatory approvals, Union Pacific would be required to pay a termination fee of $2.5 billion in cash to Norfolk Southern.

In addition, the Merger Agreement provides that each of Norfolk Southern and Union Pacific would be required to pay the other a termination fee of $2.5 billion in cash upon termination of the Merger Agreement under specified circumstances relating to changes of recommendation by the board of directors of such party or alternative business combination proposals.

Other Terms of the Merger Agreement

The Merger Agreement contains customary representations, warranties and covenants made by each of Union Pacific, the Merger Subs, and Norfolk Southern, including, among others, covenants (a) to conduct of its business during the interim period between the date of the Merger Agreement and the effective time of the Mergers, (b) to call a meeting of its shareholders to approve, in the case of Norfolk Southern, the Merger Agreement and, in the case of the Company, the issuance of shares of Company Common Stock in the First Merger and, subject to certain exceptions, to recommend that their respective shareholders approve such proposals and (c) certain non-solicitationobligations related to alternative business combination proposals. The parties anticipate that Union Pacific will file an initial registration statement on Form S-4,containing a preliminary joint proxy statement of the parties and a preliminary prospectus of Union Pacific, within 60 days of the date of the Merger Agreement, consistent with the parties' requirements in the merger agreement.

In connection with the consummation of the Mergers, Norfolk Southern Common Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.

The foregoing description of the Merger Agreement, the Mergers and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. A copy of the Merger Agreement has been included to provide Union Pacific shareholders and other security holders with information regarding its terms and is not intended to provide any factual information about Union Pacific, Merger Subs, Norfolk Southern or their respective affiliates.

The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by Union Pacific shareholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Union Pacific shareholders or other security holders. Union Pacific shareholders and other security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Union Pacific, Merger Subs, Norfolk Southern or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Union Pacific's public disclosures. Union Pacific acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-Knot misleading. The Merger Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Mergers, Union Pacific, Merger Subs, Norfolk Southern, their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4that Union Pacific will file, as well as in the Forms 10-K, Forms 10-Q, Forms 8-Kand other filings that Union Pacific and Norfolk Southern may make with the SEC.