Skip to content
AnalystLens

UNION PACIFIC CORP 8-K Report, Regulation FD Disclosure (Feb 17, 2022)

Reports
Regulation FD
Filing Date
Filed February 17, 2022
Period End
February 17, 2022
Security
UNP
In the record · 2016–202610-K1110-Q328-K174

UNP filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 174 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Aug ’17Aug ’17
  2. Leadership change8-K · Feb ’21Feb ’21
  3. Leadership change8-K · Dec ’25Dec ’25

01—Abstract

Summary

Summary of the 8-K filed February 17, 2022. Cited figures are marked; the original filing is the authoritative source.

Union Pacific Corporation (UNP) announced on February 17, 2022, the establishment of accelerated share repurchase (ASR) programs totaling $2.2 billiona.

These programs are designed to reduce the number of outstanding shares and signal management's confidence in the company's value. The initial tranche of approximately 7 million shares is expected to be received on February 18, 2022.

The final number of shares repurchased will be determined by the volume-weighted average price during the ASR term, with a potential discount and adjustments. The company expects the final settlement of these ASRs to occur before the end of the third quarter of 2022, though early termination is possible under certain conditions.

02—Key points

Key Highlights

  1. Union Pacific has initiated accelerated share repurchase (ASR) programs valued at $2.2 billion.
  2. The ASRs are being executed with JPMorgan Chase Bank, N.A. and Mizuho Markets Americas LLC.
  3. Approximately 7,012,232 shares will be repurchased and received on February 18, 2022.
  4. The final number of shares repurchased depends on the volume-weighted average stock price, with a discount applied.
  5. The program's final settlement is anticipated by the end of Q3 2022.
  6. Early termination of the ASRs is possible under specific circumstances.
  7. The filing includes forward-looking statements subject to risks and uncertainties.

03—Questions

Frequently Asked Questions

  1. What is an Accelerated Share Repurchase (ASR) program?

    An ASR program is a way for a company to buy back its own stock from the open market efficiently. The company enters into an agreement with a financial institution to repurchase a specified amount of stock, often leading to an immediate reduction in outstanding shares and a quick return of capital to shareholders.

  2. What is the financial impact of these ASRs on Union Pacific?

    The $2.2 billion ASR program will reduce the number of outstanding shares, which can potentially increase earnings per share (EPS) and shareholder value, assuming the company's profitability remains stable or grows. It also demonstrates management's belief that the company's stock is undervalued.

  3. When will the full impact of the $2.2 billion buyback be realized?

    While an initial tranche of shares is expected to be repurchased on February 18, 2022, the final settlement of the entire $2.2 billion ASR is expected to be completed before the end of the third quarter of 2022. The exact number of shares repurchased will depend on market conditions during the period.

  4. Are there any risks associated with these ASR programs?

    Yes, as stated in the filing, these programs involve forward-looking statements that are subject to risks and uncertainties. These could affect the company's actual performance or results, potentially impacting the final terms or effectiveness of the ASRs. Investors are advised to review the company's SEC filings for detailed risk factors.

04—Continue

← View all 8-K filings