What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-18 · 47 added, 58 removed, 186 unchanged (36% of the section changed)

10 unchanged sentences

The independent registered public accounting firm of Deloitte & Touche LLP, as auditors of the consolidated balance sheets of United Parcel Service, Inc.

and its subsidiaries as of December 31, 2024 and the related statements of consolidated income, consolidated comprehensive income and consolidated cash flows for the year ended December 31, 2024, has issued an attestation report on our internal control over financial reporting, which is included herein.

and its subsidiaries as of December 31, 2025 and the related statements of consolidated income, consolidated comprehensive income and consolidated cash flows for 2025, has issued an attestation report on our internal control over financial reporting, which is included herein.

Report of Independent Registered Public Accounting Firm

46 unchanged sentences

Executive Vice President;

Chief Financial Officer

48 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).

Executive Vice President;

Chief Human Resources Officer

13 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 7, 2026 (the "Proxy Statement") and is incorporated herein by reference.

1 unchanged sentence

Information about our Code of Business Conduct is presented under the caption "Where You Can Find More Information" in Part I, Item 1 of this report.

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.

48 unchanged sentences

4.14 — Form of Floating Rate Senior Notes due September 15, 2065 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on September 17 , 2015).

4.15 — Form of 1.625% Senior Notes due November 15, 2025 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 20, 2015).

4.15 — Form of Floating Rate Senior Notes due March 15, 2066 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on April 1, 2016).

23 unchanged sentences

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

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

4.37 — 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).*

10.1(a) — Amendment No.

1 to UPS Retirement Plan, as Amended and Restated, effective as of June 30, 2016 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2016).*

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 Exhibit 10.2 to Form 10-K for the year ended December 31, 2022).*

4.38 — Form of 4.650% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on May 14, 2025).

4.39 — Form of 5.250% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to Form 8-K, filed on May 14, 2025).

4.40 — Form of 5.950% Senior Notes due 2055 (incorporated by reference to Exhibit 4.3 to Form 8-K, filed on May 14, 2025).

4.41 — Form of 6.050% Senior Notes due 2065 (incorporated by reference to Exhibit 4.4 to Form 8-K, filed on May 14, 2025).

4.42 — Form of Floating Rate Senior Notes due 2075 (incorporated by reference to Exhibit 4.1 to Form 8-K, filed on May 20, 2025).

4.43 — Description of Securities

10.1 — 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).*

10.4(a) — UPS Excess Coordinating Benefit Plan, as Amended and Restated, effective as of January 1, 2012 (incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 2012).*

10.5 — United Parcel Service, Inc.

2012 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Definitive Proxy Statement, filed on March 12, 2012).*

10.5(a) — Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).*

10.5(b) — UPS Stock Option Program Terms and Conditions effective as of January 1, 2012 (incorporated by reference to Exhibit 10.7(4) to the Form 10-K for the year ended December 31, 2011).*

10.6 — Form of UPS Deferred Compensation Plan as Amended and Restated effective January 1, 2012 (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 2018).*

10.6(a) — Amendment No.

1 to Amended and Restated UPS Deferred Compensation Plan (incorporated by reference to Exhibit 10.7(1) to the Form 10-K for the year ended December 31, 2012).*

10.7 — 2015 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Definitive Proxy Statement filed on March 24, 2015).*

10.8 — 2018 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Definitive Proxy Statement filed on March 16, 2018).*

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 — 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).*

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

— Excess Coordinating Benefit Plan, as Amended and Restated, effective as of January 1, 2012 (incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 2012).*

10.3 — Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2019).*

— Stock Option Program Terms and Conditions effective as of January 1, 2012 (incorporated by reference to Exhibit 10.7(4) to the Form 10-K for the year ended December 31, 2011).*

10.4 — Form of Deferred Compensation Plan as Amended and Restated effective January 1, 2012 (incorporated by reference to Exhibit 10.6 to the Form 10-K for the year ended December 31, 2018).*

— Amendment No.

1 to Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.7(1) to the Form 10-K for the year ended December 31, 2012).*

10.5 — 2015 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Company's d efinitive p roxy s tatement filed on March 24, 2015).*

10.6 — 2018 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Company's d efinitive p roxy s tatement filed on March 16, 2018).*

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

10.8 — Key Employee Severance Plan, effective March 20, 2024 (incorporated by reference to Exhibit 10-1 t o t h e Form 10-Q for the quarter ended March 31, 2024).*

10.9 — 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).*

10.13 — 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).*

10.15 — Protective Covenant Agreement between UPS and Bala Subramanian, dated May 24, 2022 (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2022).*

10.16 — United Parcel Service, Inc.

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.

2021 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the definitive proxy statement on Schedule 14A filed March 29, 2021).*

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.

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

10.11 — Management Incentive Program Amended and Restated Terms and Conditions, effective March 20, 2024 (incorporated by reference to Exhibit 10 .

2 to the Form 10-Q for the quarter ended March 31, 2024).*

10.12 — Protective Covenant Agreement between UPS and Bala Subramanian, dated May 24, 2022 (incorporated by reference to Exhibit 10.18 to the Form 10-K for the year ended December 31, 2022).*

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

10.14 — 2021 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Company's definitive proxy statement filed on March 29, 2021).*

10.15 — 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).*

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

— Long-Term Incentive Performance Program Amended and Restated Terms and Conditions, effective as of May 7, 2025 (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2025).*

— Special Restricted Stock Unit Grant Terms and Conditions, effective as of May 7, 2025 (incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2025).*

— Long-Term Incentive Performance Program Amended and Restated Terms and Conditions, effective as of November 5, 2025 (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2025).*

— Stock Option Program Ame nded and Restated Terms and Conditions effective as of February 4 , 20 26 .*

19 — Insider Trading Compliance Policy (incorporated by reference to Exhibit 19 to the Form 10-K for the year ended December 31, 2024) .

21 — Subsidiaries.

6 unchanged sentences

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

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

97 — Incentive-Based Compensation Clawback Policy (incorporated by reference to Exhibit 97 to the 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, 2025, formatted in Inline XBRL (Extensible Business Reporting Language):

16 unchanged sentences

/s/ RODNEY C.

Director February 18, 2025

/s/ MICHAEL J.

Director February 18, 2025

/s/ ANGELA HWANG

Director February 18, 2025

ADKINS Director February 17, 2026

BORATTO Director February 17, 2026

/s/ KEVIN CLARK Director February 17, 2026

HEWETT Director February 17, 2026

/s/ ANGELA HWANG Director February 17, 2026

JOHNSON Director February 17, 2026

/s/ WILLIAM R.

Director February 18, 2025

JOHNSON Director February 17, 2026

/s/ FRANCK J.

Director February 18, 2025

/s/ CHRISTIANA SMITH SHI

Director February 18, 2025

MOISON Director February 17, 2026

/s/ JOHN MORIKIS Director February 17, 2026

/s/ CHRISTIANA SMITH SHI Director February 17, 2026

Christiana Smith Shi

/s/ RUSSELL STOKES

Director February 18, 2025

/s/ RUSSELL STOKES Director February 17, 2026

Russell Stokes

Director February 18, 2025

WARSH Director February 17, 2026

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