Material Agreement (Form 8-K)

On July 28, 2025, Norfolk Southern Corporation, a Virginia corporation ("Norfolk Southern" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Union Pacific Corporation, a Utah corporation ("Union Pacific"), 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").

The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Union Pacific will acquire Norfolk Southern in a stock-and-cashtransaction whereby (a) Merger Sub 1 will be merged 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 (b) immediately following the First Merger Norfolk Southern will be merged 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 wholly owned subsidiary of Union Pacific.

Merger Consideration

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger, each share of common stock, par value $1.00 per share, of Norfolk Southern, other than certain shares held by Norfolk Southern or Union Pacific or their direct or indirect subsidiaries, will be converted into the right to receive one share of common stock, par value $2.50 per share, of Union Pacific, and $88.82 in cash without interest.

Post-Closing Governance

At the effective time of the Mergers, three directors of Norfolk Southern, including Mark George and Richard Anderson as of immediately prior to the effective time of the Mergers will be appointed to Union Pacific's Board of Directors.

Closing Conditions

The completion of the Mergers is subject to customary conditions, including (a) approval of the Merger Agreement by Norfolk Southern's shareholders and approval of the issuance of shares of Union Pacific's common stock to be issued in the First Merger by Union Pacific's shareholders, (b) approval for listing on the New York Stock Exchange of the shares of Union Pacific common stock to be issued in the First Merger, (c) the receipt of approval of the U.S. Surface Transportation Board (and in the case of Union Pacific's obligation to consummate the Mergers, without resulting in certain other effects as specified in the Merger Agreement), (d) effectiveness of the registration statement on Form S-4for the shares of Union Pacific common stock to be issued in the First Merger, (e) the absence of any injunction or similar order preventing the completion of the Merger or prohibiting or making illegal the completion of the Mergers or that would have certain other material effects, and (f) the absence of a material adverse effect with respect to the other party on or after the date of the Merger Agreement that is continuing. Each party's obligation to complete the Mergers is also subject to certain additional customary conditions, including (i) the accuracy of the representations and warranties of the other party, subject to specified materiality qualifications and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement.

Termination; Termination Fees

The Merger Agreement provides certain customary termination rights for both Norfolk Southern and Union Pacific, including the right of either party to terminate the Merger Agreement if the Mergers have not been consummated by January 28, 2028 (subject to automatic extensions in certain circumstances) (the "End Date"). Union Pacific will pay Norfolk Southern a termination fee of $2.5 billion in cash in certain circumstances relating to failure to obtain regulatory approvals, including if either party terminates the Merger Agreement due to a failure to receive regulatory approvals by the End Date.

In addition, each of Norfolk Southern and Union Pacific is 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 and warranties made by both Norfolk Southern and Union Pacific and each party has agreed to customary covenants, including, among others, covenants relating to (a) the conduct of its business during the interim period between the date of the Merger Agreement and the effective time of the Mergers, (b) its obligation to call a meeting of its shareholders to approve, in the case of Norfolk Southern, the Merger Agreement and, in the case of Union Pacific, the issuance of shares of Union Pacific 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 Union Pacific's requirements in the Merger Agreement.

In connection with the consummation of the Mergers, Norfolk Southern's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Important Statement Regarding Merger Agreement

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 is incorporated herein by reference.

The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement (other than, in certain cases, third party beneficiaries expressly identified therein), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (a) will not survive consummation of the Merger and (b) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. 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 the parties' public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding Norfolk Southern or Union Pacific, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Norfolk Southern, Union Pacific, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4that will include a joint proxy statement of Norfolk Southern and Union Pacific and also constitute a prospectus of Union Pacific, as well as in the Annual Reports on Form 10-K,Quarterly Reports on Form 10-Qand other filings that each of Norfolk Southern and Union Pacific may make with the Securities and Exchange Commission.