Share Repurchase Programs

12 Months Ended

Dec. 31, 2025

Effective April 1, 2025, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, 2028. As of December 31, 2025, we repurchased a total of 6.1 million shares of our common stock under the 2025 authorization. As part of the pending acquisition of Norfolk Southern described in Note 20, we paused our share repurchase program.

Our previous authorization, which was effective April 1, 2022, through March 31, 2025, was approved by our Board of Directors for up to 100 million shares of common stock. We repurchased a total of 31.7 million shares of our common stock under the 2022 authorization.

The table below represents shares repurchased under repurchase programs during 2025 and 2024:


	Number of shares purchased		Average price paid [a]
	2025	2024	2025		2024
First quarter [b]	5,745,601	-	$	250.74	$	-
Second quarter [c]	6,111,558	492,320	205.06		225.96
Third quarter	-	3,006,061	-		245.44
Fourth quarter	-	2,804,785	-		237.43
Total	11,857,159	6,303,166	$	227.20	$	240.35
Remaining number of shares that may be repurchased under current authority					93,888,442

[a]In the period of the final settlement, the average price under the accelerated share repurchase programs (ASRs) is calculated based on the total program value less the value assigned to the initial delivery of shares. The average price of the completed 2025 ASRs was $229.32.

[b]Includes 4,815,022 shares repurchased in 2025 under the ASRs at the average price of $251.73

[c]Includes an incremental 1,795,904 shares received upon the final settlement in 2025 under the ASRs at the average price of $169.22

Accelerated share repurchase programs – The Company has established ASRs with financial institutions to repurchase shares of our common stock. These ASRs have been structured so that at the time of commencement, we pay a specified amount to the financial institutions and receive an initial delivery of shares. Additional shares may be received at the time of settlement. The final number of shares to be received is based on the volume weighted average price of the Company's common stock during the ASR term, less a discount and subject to potential adjustments pursuant to the terms of such ASR.

On February 18, 2025, the Company received 4,815,022 shares of its common stock repurchased under ASRs for an aggregate of $1.5 billion. Upon settlement of these ASRs in the second quarter of 2025, we received 1,795,904 additional shares.

ASRs are accounted for as equity transactions, and at the time of receipt, shares are included in treasury stock at fair market value as of the corresponding initiation or settlement date. The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

UNION PACIFIC CORP 10-K