Item 8.01 Other Events

On September 6, 2022, Union Pacific Corporation (the "Company") entered into an Underwriting Agreement for the sale of $900,000,000 in aggregate principal amount of its 4.500% Notes due 2033 (the ("2033 Notes"); $600,000,000 in aggregate principal amount of its 4.950% Notes due 2052 (the "2052 Notes"); and $400,000,000 in aggregate principal amount of its 5.150% Notes due 2063 (the ("2063 Notes", and together with the 2033 Notes, and the 2052 Notes, the "Notes"). The Company registered the offering of the Notes under the Securities Act of 1933, as amended, pursuant to its shelf registration on Form S-3 (File No. 333-252947). The Notes are issuable pursuant to an Indenture, dated as of April 1, 1999 (herein called the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee.

Attached as Exhibit 1.1 is the Underwriting Agreement (including the Terms Agreement), dated September 6, 2022, between the Company and BofA Securities, Inc.; Barclays Capital Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, pursuant to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes. Also attached as Exhibit 5.1 is an opinion of John A. Menicucci, Jr., Assistant Secretary of the Company, regarding certain aspects of the legality of the Notes.

Item 9.01 Financial Statements and Exhibits.



  (d)   Exhibits.

        1.1.      Underwriting Agreement (including Terms Agreement) dated September 6,
                  2022 between the Company and BofA Securities, Inc.; Barclays Capital
                  Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as
                  representatives of the several underwriters named therein.

        4.1.      Form of 4.500% Note due 2033.

        4.2.      Form of 4.950% Note due 2052.

        4.3.      Form of 5.150% Note due 2063.

        5.1.      Opinion of John A. Menicucci, Jr., Assistant Secretary to the Company
                  regarding certain aspects of the legality of the Notes.

        23.1.     Consent of John A. Menicucci, Jr. (included as part of Exhibit 5.1).

        104       Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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