Union Pacific said it entered into an underwriting agreement on February 10, 2025 to sell Notes due 2035 with a 5.100% coupon, with aggregate principal of $1,000,000,000.

1. 01

   Union Pacific said it entered into an underwriting agreement on February 10, 2025 to sell Notes due 2035 with a 5.100% coupon, with aggregate principal of $1,000,000,000.

2. 02

   The company also agreed under the same underwriting agreement to sell Notes due 2054 with a 5.600% coupon, with aggregate principal of $1,000,000,000. It said the 2035 Notes and the 2054 Notes together are referred to as the Notes.

3. 03

   The company said it registered the offering of the Notes under the Securities Act of 1933 on Form S-3 (File No. 333-277044) shelf registration. The Notes will be issued under an indenture dated April 1, 1999, with The Bank of New York Mellon Trust Company, N.A. as trustee.

4. 04

   The company said it entered into an underwriting agreement, including the terms agreement, on February 10, 2025 with BoA Securities, Inc., Citigroup Global Markets Inc., Morgan & Stanley & Co. LLC and Wells Fargo Securities, LLC. An opinion on the legality of the Notes from John A. Menicucci, Jr., the company's assistant secretary, was attached as Exhibit 5.1.

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