What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-20 · 50 added, 46 removed, 194 unchanged (33% of the section changed)

5 unchanged sentences

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We continue to monitor and assess the effects of remote and hybrid work on our internal controls to minimize the impact on their design and operating effectiveness.

Management’s Report on Internal Control Over Financial Reporting

52 unchanged sentences

Executive Vice President;

Chief Human Resources Officer and Chief Diversity, Equity and Inclusion Officer

59 Chief Human Resources Officer and Chief Diversity, Equity and Inclusion Officer (2022 - present), Chief Human Resources Officer (2021 - 2022), Chief Human Resources Officer, DuPont (2018 - 2020), Chief Human Resources Officer, Xerox Corporation (2015 - 2018).

Chief Human Resources Officer

60 Chief Human Resources Officer (2021 - Present), Chief Human Resources Officer, DuPont (2018 - 2020), Chief Human Resources Officer, Xerox Corporation (2015 - 2018).

Executive Vice President;

Chief Commercial and Strategy Officer

45 Chief Commercial and Strategy Officer (present), Senior Vice President, Global Strategy (2020 - 2023), President, Corporate Strategy (2020), Marketing Department Manager (2019 - 2020), Product Management Senior Director (2018).

46 Chief Commercial and Strategy Officer (2024 - present), Senior Vice President, Global Strategy (2020 - 2023), President, Corporate Strategy (2020), Marketing Department Manager (2019 - 2020), Product Senior Director (2016 - 2018).

Executive Vice President;

2 unchanged sentences

Senior Vice President The UPS Store and UPS Capital (2017 - 2019).

Executive Vice President;

Chief Corporate Affairs,

Communications and Sustainability Officer

57 Chief Corporate Affairs, Communications and Sustainability Officer (2020 - present), Chief Corporate Affairs and Communications Officer (August 2020 - October 2020), President, Global Public Affairs (2011 - 2020).

Executive Vice President;

Chief Financial Officer

55 Chief Financial Officer (2021 - present), Chief Financial Officer and Treasurer (2019 - 2021), Executive Vice President, Finance and Operations, Latin America, PepsiCo, Inc.

(2017 - 2019).

Bala Subramanian

4 unchanged sentences

(2017 - 2018).

Executive Vice President;

Chief Financial Officer

47 Chief Financial Officer (2024 - present), Senior Vice President, Global Finance and Planning (2023 – 2024), Senior Vice President, Treasury and Global Capital Markets (2020 – 2023), Vice President, Mergers & Acquisitions (2016 – 2020)

Information about our directors will be presented under the caption "Our Board of Directors" in our definitive proxy statement for our meeting of shareowners to be held on May 8, 2025 (the "Proxy Statement") and is incorporated herein by reference.

2 unchanged sentences

Information with respect to compliance with Section 16(a) of the Exchange Act will be presented under the caption "Ownership of Our Securities - Delinquent Section 16(a) Reports" in our Proxy Statement and is incorporated herein by reference.

Information about our policies and procedures regarding insider trading will be presented in our Proxy Statement under the caption “Corporate Governance – Insider Trading Policy” and is incorporated by reference herein.

Executive Compensation

Information about our board and executive compensation will be presented under the captions "Our Board of Directors - Director Compensation" and "Executive Compensation" in our Proxy Statement and is incorporated herein by reference.

Information about our policies and procedures regarding the timing of equity incentive awards in relation to the disclosure of material, non-public information will be presented in our Proxy Statement under the caption “Other Compensation and Governance Policies - Equity Grant Practices” and is incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

50 unchanged sentences

4.20 — Form of Floating Rate Senior Notes due March 15, 2067 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on March 31, 2017).

4.21 — Form of 2.125% Senior Notes due May 21, 2024 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on May 18, 2017).

4.22 — Form of 4 .

875 % Senior Notes due 20 3 3 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on February 27 , 20 23 ).

4.21 — Form of 5.150 % Senior Notes due 20 34 (incorporated by reference to Exhibit 4.

1 to Form 8-K, filed on May 22 , 20 24 ).

4.22 — Form of 4.875% Senior Notes due 2033 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on February 27, 2023).

4.23 — Form of 1.500% Senior Notes due November 15, 2032 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 13, 2017).

4.24 — Form of 5.050% Notes due 2053 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on February 27, 2023).

4.25 — Form of Floating Rate Senior Notes due 20 7 3 (incorporated by reference to Exhibit 4.

1 to Form 8-K, filed on March 7 , 20 23 ).

4.26 — Form of 2.800% Senior Notes due November 15, 2024 (incorporated by reference to Exhibit 4.5 to Form 8-K, filed on November 14, 2017).

4.25 — Form of Floating Rate Senior Notes due 2073 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on March 7, 2023).

4.26 — Form of 5.500 % Senior Notes due 20 5 4 (incorporated by reference to Exhibit 4.

2 to Form 8-K, filed on May 22 , 20 24 ).

4.27 — Form of 3.050% Senior Notes due November 15, 2027 (incorporated by reference to Exhibit 4.6 to Form 8-K, filed on November 14, 2017).

3 unchanged sentences

4.31 — Form of 4.250% Senior Notes due March 15, 2049 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on March 15, 2019).

4.32 — Form of 2.200% Senior Notes due September 1, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on August 16, 2019).

4.32 — Form of 5.6 00% Senior Notes due 2064 (incorporated by reference to Exhibit 4.

3 to Form 8-K filed on May 22 , 20 24 ).

4.33 — Form of 2.500% Senior Notes due September 1, 2029 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on August 16, 2019).

4 unchanged sentences

4.38 — Form of 5.300% Senior Notes due 2050 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on March 25, 2020).

4.39 — Description of Securities .

4.39 — Form of Floating Rate Senior Notes due 20 74 (incorporated by reference to Exhibit 4.

1 to Form 8-K filed on Ma y 2 8 , 202 4 ).

4.40 — Description of Securities (incorporated by reference to Exhibit to Form 10 -K f or the year ended December 31, 2023).

10.1 — UPS Retirement Plan Amendment and Restatement Effective January 1, 2014 (incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended December 31, 2014).*

2 unchanged sentences

10.1(b) — Amendment Four to the Amended and Restated UPS Retirement Plan effective June 23, 2017 (incorporated by reference to Exhibit 10.2 to Form 8-K, filed on June 27, 2017).*

10.2 — Amended and Restated UPS 401(k) Savings Plan, effective as of January 1, 2023 (incorporated by reference to Exhib it 10.2 to F orm 10-K for th e year ended December 31, 2022).*

10.3 — Amended and Restated Restoration Savings Plan, effective as of January 1, 2023 (inco r porated by refe rence to Exhibit 10.3 to Form 10-K for the year ended December 31, 2022) .*

10.2 — Amended and Restated UPS 401(k) Savings Plan, effective as of January 1, 2023 (incorporated by reference to Exhibit 10.2 to Form 10-K for the year ended December 31, 2022).*

10.3 — Amended and Restated Restoration Savings Plan, effective as of January 1, 2023 (incorporated by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2022).*

10.4 — Amendment One to the Amended and Restated UPS Excess Coordinating Benefit Plan effective June 23, 2017 (incorporated by reference to Exhibit 10.4 to Form 8-K, filed on June 27, 2017).*

10 unchanged sentences

10.9 — UPS Stock Option Program Amended and Restated Terms and Conditions effective November 8, 2018 (incorporated by reference to Exhibit 10.8(b) to Form 10-K for the year ended December 31, 2018).*

10.10 — Protective Covenant Agreement between the Company and Brian Newman, dated August 7, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on August 13, 2019).*

10.11 — UPS Long-Term Incentive Performance Program Amended and Restated Terms and Conditions effective as of February 13, 2020 (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2019).*

10.10 — United Parcel Service, Inc.

Key Employee Severance Plan, effective March 20, 2024 (incorporated by reference to Exhibit 10-1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*

10.11 — Protective Covenant Agreement between UPS and Carol Tomé, dated March 11, 2020 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 13, 2020).*

10.12 — Form of Protective Covenant Agreement between UPS and each of Nando Cesarone and Kate Gutmann (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2020).*

10.14 — Retention Arrangement Letter between UPS and Nando Cesarone, dated April 15, 2020 (incorporated by reference to Exhibit 10.20 to Form 10-K for the year ended December 31, 2020).*

10.13 — United Parcel Service, Inc.

Management Incentive Program Amended and Restated Terms and Conditions, effective March 20, 2024 (incorporated by reference to Exhibit 10-2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*

10.14 — Employment offer letter agreement between UPS and Bala Subramanian, dated May 24, 2022 (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended December 31, 2022).*

1 unchanged sentence

10.16 — United Parcel Service, Inc.

Key Employee Severance Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed on May 10, 2022).*

10.18 — UPS Management Incentive Program Amended and Restated Terms and Conditions effective November 3, 2022 (incorporated by refer ence to Exhibit 10.20 to Form 10-K for the year en ded December 31 , 202 2 ).*

10.19 — UPS Management Incentive Program Amended and Restated Terms and Conditions effective January 1, 2023 (incorporated by reference to Exhibit 10.2 1 to Form 10-K for the year ended December 31, 202 2 ).*

10.20 — Retention Arrangement Letter between UPS and Kate Gutmann, dated April 15, 2020 (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2020).*

10.21 — UPS Long-Term Incentive Performance Program Amended and Restated Terms and Conditions effective as of March 25, 2021 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2021).*

Long-Term Incentive Performance Program Amended and Restated Terms and Conditions, effective March 20, 2024 (incorporated by reference to Exhibit 10-3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*

10.17 — Form of Separation Agreement and General Release between the Company and Brian Newman (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2024).*

10.18 — United Parcel Service, Inc.

1 unchanged sentence

10.19 — UPS Long-Term Incentive Performance Program Amended and Restated Terms and Conditions, effective as of March 22, 2023 (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2023).*

— United Parcel Service, Inc.

Stock Option Program Amended and Restated Terms and Conditions, effective March 20, 2024 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*

10.21 — Amended and Restated UPS 401(k) Savings Plan, effective as of January 1, 2025

19 — UPS Insider Trading Compliance Policy.

21 — Subsidiaries.

23 — Consent of Deloitte & Touche LLP.

31.1 — Certificat ion of the Principal Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 — Certificat ion of the Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1 — Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 — Certification of the Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 — Certification of the Principal Executive Officer Pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 — UPS Incentive-Based Compensation Clawback Policy.

97 — UPS Incentive-Based Compensation Clawback Policy (incorporated by reference to Exhibit 97 to Form 10-K for the year ended December 31, 2023).

101 — The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language):

13 unchanged sentences

Tomé (Principal Executive Officer)

NEWMAN Executive Vice President and Chief Financial Officer February 20, 2024

Newman (Principal Financial and Accounting Officer)

/s/ BRIAN DYKES Executive Vice President and Chief Financial Officer February 18, 2025

Brian Dykes (Principal Financial and Accounting Officer)

/s/ RODNEY C.

ADKINS Director February 20, 2024

BORATTO Director February 20, 2024

Director February 18, 2025

/s/ MICHAEL J.

BURNS Director February 20, 2024

HEWETT Director February 20, 2024

/S/ ANGELA HWANG Director February 20, 2024

JOHNSON Director February 20, 2024

Director February 18, 2025

/s/ ANGELA HWANG

Director February 18, 2025

/s/ WILLIAM R.

JOHNSON Director February 20, 2024

Director February 18, 2025

/s/ FRANCK J.

MOISON Director February 20, 2024

/S/ CHRISTIANA SMITH SHI Director February 20, 2024

Director February 18, 2025

/s/ CHRISTIANA SMITH SHI

Director February 18, 2025

Christiana Smith Shi

/S/ RUSSELL STOKES Director February 20, 2024

/s/ RUSSELL STOKES

Director February 18, 2025

Russell Stokes

WARSH Director February 20, 2024

Director February 18, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures