Item 7.01 Regulation FD Disclosure.

On May 25, 2021, Union Pacific Corporation (the "Company") established accelerated share repurchase programs ("ASRs") with each of Bank of America, N.A. ("Bank of America") and Morgan Stanley & Co. LLC. ("Morgan Stanley", and collectively with Bank of America, the "Counterparties") to repurchase an aggregate of $2.0 billion of the Company's shares of common stock. Approximately 7,209,156 shares of common stock repurchased under the ASRs will be received by the Company on May 26, 2021.

The final number of shares to be repurchased under the ASRs will be based on the volume- weighted average price of the Company's common stock during the term of such ASR, less a discount and subject to potential adjustments pursuant to the terms of such ASR. Under the terms of the ASRs, the final settlement is expected to be completed prior to the end of the fourth quarter of 2021, but the ASRs may be terminated early in certain circumstances.

This Form 8-K disclosure contains forward-looking statements that are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors, including risk factors, regarding forward-looking information and these risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission.




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