UNITED PARCEL SERVICE INC

What am I voting on? Election of each of the 12 named director nominees to hold office until the 2027 Annual Meeting and until their respective successors are elected and qualified.Board Recommendation: Vote FOR the election of each nominee.Vote Required: A director will be elected if the number of votes cast for that director exceeds the number of votes cast against that director. The board has nominated the individuals named below for election as directors at the Annual Meeting. Kate Johnson, who has served as a director since 2020, has not been nominated for re-election at the Annual Meeting. She will depart the Board following the Annual Meeting to focus on her other professional responsibilities. Effective as of the Annual Meeting, the size of the board will be reduced to 12 directors. We thank Kate for her service and her significant contributions to UPS. On January 30, 2026, the President of the United States announced his intent to nominate Kevin Warsh to serve as Chairman of the Board of Governors of the United States Federal Reserve System, subject to confirmation by the United States Senate. Kevin has advised us that if he is confirmed to that position he will resign from the board. All nominees, other than John Morikis, were elected by shareowners at our last Annual Meeting. John was identified as a director candidate by a third-party search and recruitment consultant. Except as described above, if elected, all nominees are expected to serve until the next Annual Meeting and until their respective successors are elected and qualified. If any nominee is unable to serve as a director, the board may reduce the number of directors that serve on the board or choose a substitute nominee. Any nominee who is currently a director, and for whom more votes are cast against than are cast for, must offer to resign from the board. As a group, our director nominees, all of whom are currently directors, effectively oversee and constructively challenge management’s performance in the execution of our strategy. Our directors’ broad professional skills and experiences contribute to a wide range of perspectives in the boardroom. The Nominating and Corporate Governance Committee regularly assesses the skills and experience necessary for our board to function effectively and considers where additional expertise may be needed. Overall board mix with respect to skills, experience, perspectives and backgrounds is a key consideration when identifying and recommending director nominees. While we do not have a formal policy on board diversity, our Corporate Governance Guidelines emphasize an appropriate range of skills, experience, perspectives and backgrounds relevant to the Company’s business. The Nominating and Corporate Governance Committee considers all relevant factors in recruitment and nominations of director candidates. Our Corporate Governance Guidelines provide that an individual should not be eligible for nomination or election as a director of the Company after he or she reaches the age of 75 (the “retirement age requirement”). For the reasons described under “Board Leadership Structure” above, the board (other than Bill) determined it was in the best interests of the Company and its shareowners to grant Bill a one-year waiver from the retirement age requirement. Biographical information about the director nominees appears below, including information about the experience, qualifications, attributes, and skills considered by our Nominating and Corporate Governance Committee and board in determining that the nominee should serve as a director. For additional information about how we identify and evaluate nominees for director, see page 11. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Director Nominee Skills and Experience Skills andExperience / Attributes CEO l l l l l l CFO l l l Consumer / Retail l l l l l l Digital Technology l l l Geopolitical Risk l l l Global / International l l l l l l l l l Healthcare l l l l Human CapitalManagement l l l l l Operational l l l l l l l l l Risk / Compliance /Government l l l l l l l Sales / Marketing l l l l l Small and Medium-Sized Businesses l l l l l Supply ChainManagement l l l l l l l Technology /Technology Strategy l l l l l Other PublicCompanyBoard Service l l l l l l l l l Director Nominee Biographical Information Reasons for NominationRod brings deep expertise in technologies, business operations and supply chain management to the board. He previously led corporate strategy and systems and technology groups at IBM, where he guided that company through continuous transformation and developed strategies for leadership in evolving computing capabilities, new markets and new client segments, delivering significant shareholder value.Inducted into the National Academy of Engineering, he was recognized by the National Society of Black Engineers for Lifetime Achievement in Industry.Select Skills and Experiences•Operational: Rod led global teams and managed a multi billion-dollar product development and manufacturing business division at IBM, overseeing the highly complex product lifecycle from concept and testing to commercialization. He drove efficient supply chain management, built high-performing teams and delivered high-quality products across global markets.•Risk / Compliance / Government: Throughout his 30-year career at IBM, Rod was responsible for overseeing the integration of regulatory compliance and risk management into new product and service offerings development, facilitating robust intellectual property protection, adherence to export controls, consumer safety and the ethical use of emerging technologies.•Technology / Technology Strategy: Rod oversaw the creation of a wide portfolio of industry-transforming personal computing products, including the launch of mobile computing technologies and other products. He also led IBM’s POWER business and delivered market leadership for UNIX, pioneering what became IBM’s portfolio of IoT solutions. Professional Highlights3RAM Group LLC, a capital investment, business consulting and property management services•President (since 2015)International Business Machines (IBM), a global technology products and services company•SVP, Corporate Strategy (2013-2014), Systems and Technology Group (2009-2013), Development & Manufacturing (2007-2009)•VP, Development, IBM Systems and Technology Group (2003-2007)•Several operational and executive roles spanning strategy, technology, systems and supply chain (1981-2003)Education•B.A., Physics, Rollins College•B.S. and M.S., Electrical Engineering, Georgia Institute of Technology Rodney AdkinsIndependent DirectorDirector Since: 2013Age: 67Board Committees•Risk (Chair)•Compensation and Human Capital•ExecutivePublic Board Directorships•Avnet, Inc. (since 2015)•PayPal Holdings, Inc. (2017 - 2024)•W.W. Grainger, Inc. (since 2014) 24 Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Reasons for NominationEva brings extensive corporate finance experience to the board, gained throughout her career as CFO at multiple public companies, including in the healthcare and retail sectors, with complex operations and large workforces. She has deep knowledge of financial reporting and accounting standards, organic and inorganic growth strategies and digital transformation. Her strong track record of creating shareholder value and building strong partnerships enhances the board’s oversight of growth initiatives, compliance and financial risk management.Select Skills and Experiences•Financial Expertise: Eva has over three decades of experience in corporate finance roles, overseeing all aspects of corporate financial strategy and operations, including financial reporting, investor relations, capital strategies and procurement. While at CVS, she led the integration of the finance function following the acquisition of Aetna in 2018, unlocking synergies and positioning the company to realize growth.•Consumer / Retail: At Bath & Body Works, Eva plays a key role in shaping the company’s financial strategy. She has led efforts to elevate and reposition the brand as the company optimizes its store footprint and invests in digital capabilities. Eva helped drive the company’s profitable growth, reduce costs and strategically allocate capital as the company executed its omnichannel strategy in a challenging retail environment. •Risk / Compliance / Governance: Throughout her career, Eva has played an instrumental role at leading public companies, overseeing operational and financial risk management, as well as compliance with tax and industry regulations. She has led the implementation of risk mitigation strategies to address both short-and long-term challenges, along with the adoption of robust internal controls and compliance frameworks. Professional HighlightsBath & Body Works, Inc., a global personal care and home fragrance retailer•CFO (since 2023)Opentrons Labworks, Inc., a life sciences company•CFO (2022-2023)CVS Health Corporation, a diversified health services company•EVP and CFO (2018-2021)•EVP, Controller and Chief Accounting Officer (2013-2018)•SVP and CFO, Pharmacy Services Segment (Caremark) (2010-2013)Merck & Co., a global science and technology company •VP U.S. Market Finance Leader (2009-2010)•VP Investor Relations (2008-2009)•Global Pharmaceuticals VP & Controller (2006-2008)•Additional roles of increasing responsibility (1990-2006)Education•B.S., Accounting and Economics, Rutgers University•MBA, Drexel University Eva BorattoIndependent DirectorDirector Since: 2020Age: 59Board Committees•Audit (Chair) 25 Reasons for NominationKevin is a highly accomplished leader of complex, global organizations with a record of driving shareholder value through operating excellence, transformative change, and innovation aligned with dynamic landscapes and customers’ critical needs. Under his guidance, Aptiv evolved from an automotive components supplier into a premier full-systems solutions partner serving automotive, commercial vehicle, aerospace and defense, telecommunications and industrial markets around the world.Select Skills and Experiences•Technology / Technology Strategy: As CEO of Aptiv, Kevin led its transformation into a global technology company focused on advancing the future of mobility and positioned to capitalize on key megatrends, including electrification, digitization, artificial intelligence and automation. In addition, as CFO of Fisher Scientific, he guided the creation of a complete portfolio of products, services and solutions for health science research, discovery and diagnostics organizations worldwide.•CFO / Finance: Kevin is an experienced operationally-focused finance executive with expertise in the industrial and healthcare sectors and a track record of driving profitable growth through disciplined risk management, operating efficiency and cost rationalization initiatives, as well as capital allocation strategies that include organic investments and M&A. His various CFO leadership has included overseeing two IPOs and multiple M&A transactions, including the completion of a $10 billion merger.•Supply Chain Management: In his executive roles, Kevin has developed manufacturing and distribution effectiveness and efficiency plans for global enterprises serving more than 150 countries across six continents. His track record includes navigating supply chain disruptions caused by the COVID-19 pandemic and mitigating other macroeconomic and geopolitical risks. At Delphi and Aptiv, he transformed the manufacturing footprint through modernization and automation, enhancing operational resiliency and unlocking efficiencies. Professional HighlightsAptiv PLC, a global full-system architecture and software solutions provider•Chairman and CEO (since 2022)•President and CEO (2017-2022)Delphi Automotive, global supplier of technologies for the automotive and commercial vehicle markets (Aptiv predecessor)•President and CEO (2015-2017)•EVP and COO (2014-2015)•EVP and CFO (2010-2014)Liberty Lane Partners, a private equity investment firm •Founding Partner (2007-2010)Fisher Scientific International, Inc., a global manufacturer and distributor of products and solutions for scientific research and healthcare related companies •VP and CFO (2001-2006)Education•B.S., Finance Administration, Michigan State University•MBA, Michigan State University Kevin ClarkIndependent DirectorDirector Since: 2025Age: 63Board Committees•AuditPublic Board Directorships •Aptiv (since 2015) 26 Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Reasons for NominationWayne brings extensive experience in global operations, finance, capital markets and packaging solutions, acquired through his senior executive leadership roles across the U.S., Europe, Latin America and the Asia-Pacific region. He has a proven track record of executing company-wide initiatives across large organizations, negotiating M&A transactions, developing proprietary products, optimizing supply chains and applying emerging technologies to introduce new products and services.Select Skills and Experiences•Small and Medium-Sized Businesses: Wayne’s corporate leadership experience across a range of small-, mid- and large-cap companies, along with his current work with the Permira executive team to drive growth and long-term value creation across the fund’s portfolio companies, provides him with deep insights into the expectations of a broad range of customers.•Supply Chain Management: Among his various roles at GE, Wayne oversaw supply chain and operations. He launched and led the company-wide Operations Council, which served as GE’s center of excellence for supply chain optimization, delivering enhancements for on-time delivery, quality and environment, and health and safety.•International: Wayne has been CEO of companies headquartered in Japan, Ireland and Germany and has led M&A deals in several emerging markets. He has personally lived in Jamaica, China and Japan.•Technology / Technology Strategy: While at GE, Wayne shifted the products portfolio to better serve differentiated customer needs, increasing profit and driving growth in emerging markets. Professional HighlightsPermira, a global private equity firm•Senior Advisor (since 2018)Klöckner Pentaplast Group, a packaging supplier•CEO and Board Member (2015-2017)Platform Specialty Products Corporation, a global producer of high technology specialty chemical products•President and Board Member (2015)Arysta LifeScience Corporation, a crop protection and life science company •President, CEO and Board Member (2010-2015) General Electric Company (“GE”), a global industrial company•VP, Supply Chain and Operations (2007-2010)•President and CEO, GE Advanced Materials (2005-2006), GE Silicones (2003-2005)•President, GE Plastics Pacific (2001-2003)•President and CEO, GE Toshiba Silicones (2000-2001)•Additional roles of increasing responsibilities (1986-2000)Education•B.S. and M.S., Industrial Engineering, Stanford University Wayne HewettIndependent DirectorDirector Since: 2020Age: 61Board Committees•AuditPublic Board Directorships •Home Depot, Inc. (since 2014)•Wells Fargo & Company (since 2019)•Resolute Holdings (since 2025)Other Notable Affiliations•Hexion Chemicals (Lead Director since 2023)•Cambrex Corporation (Non-Executive Chairman since 2020)•Quotient Sciences (Non-Executive Chairman since 2023) 27 Reasons for NominationAngela is an experienced senior executive in the healthcare sector, with nearly three decades of experience managing complex businesses with a focus on research and development, commercial sales, supply chain and distribution logistics. She brings deep expertise in navigating M&A, post-acquisition integrations and leading operations in domestic, international and emerging markets. Angela’s experience provides critical contributions to board oversight of our global business operations and deepens the understanding of the evolving expectations of our healthcare clients. Further, her multiple roles in leading business and commercial operations, including oversight of business financials, brings an important lens to the board and the Audit Committee.Select Skills and Experiences•Global / International: As Chief Commercial Officer for a global biopharmaceuticals business at Pfizer, Angela led operations across 185 countries, with oversight responsibilities for the distribution of over 600 medicines that reached more than 1.3 billion people globally. In this role, she built and expanded collaborations with health insurers, governments, policymakers, and global health stakeholders to advance medicines accessibility.•Healthcare: Angela played a critical role in the launch of the first COVID-19 vaccine and the first oral antiviral treatment a year later, securing rapid expansion of temperature-sensitive and time-critical distribution logistics. Through her extensive experience working across different segments of the healthcare industry, including biotechnology, she developed deep insights into fast-paced pharmaceutical innovation, enhancing the board’s oversight of our complex healthcare logistics services globally.•Sales / Marketing: In her role as Chief Commercial Officer at Pfizer, she led global sales and marketing teams, overseeing marketing strategies and building multiple partnerships to grow and expand product portfolio. Professional HighlightsFlagship Pioneering, a bioplatform innovation company•CEO-Partner (since 2025)•CEO, Metaphore Biotechnologies (Flagship-founded biotechnology company) (since 2025)Pfizer, Inc., a multinational pharmaceutical and biotechnology company•Chief Commercial Officer, President, Global Biopharmaceuticals Business (2019-2023)•Group President, Essential Health (2018)•Global President, Inflammation and Immunology (2015-2017)•Regional President, Vaccines US (2014-2015)•VP, Primary Care, Emerging Markets (2011-2013)•VP, Established Products US (2008-2011)•Additional roles of increasing responsibility (1997-2008)Education•B.S., Microbiology, University of Cape Town•MBA, Cornell University, Johnson School of Management Angela HwangIndependent DirectorDirector Since: 2020Age: 60Board Committees•AuditOther Notable Affiliations•Connecticut Innovations (Board Member) •Cornell University Johnson School of Management (Advisory Council) 28 Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Reasons for NominationBill brings over 30 years of executive leadership experience, along with expertise in complex global business operations and logistics, investment and risk management strategies and labor relations. His track record of successfully leading brand development and deep insights into the retail and consumer industries provide invaluable contributions to the board’s oversight of our strategy and risk management.Building on his extensive public company board experience, Bill has held several leadership roles on our board, developing a deep understanding of our strategy, culture, and operations to support informed decision-making and organizational resilience. His experience in leading boards has been invaluable. Select Skills and Experiences•Consumer / Retail: Through his career-long experience at Heinz, including 15 years as President and CEO, Bill played a pivotal role in that company’s growth and transformation, strengthening its market position through strategic acquisitions and restructuring its global brand portfolio. Under his leadership, the company achieved significant sales growth across six continents.•Global / International: Bill led multiple international divisions of Heinz, including operations in the Asia-Pacific, spanning Australia, New Zealand, China, Thailand and South Korea. He oversaw several international strategic acquisitions, significantly expanding that company’s global presence and driving international revenue growth.•Human Capital Management: While overseeing global operations at Heinz, Bill executed talent strategies that supported that company’s international expansion, fostered a high-performance culture, built a diverse global talent pipeline, enhanced retention strategies and effectively managed labor relations. He was also instrumental in establishing and building Sovos Brands into a high growth consumer packaged goods company. Professional HighlightsAdvent International Corporation, a global private equity firm•Operating Partner, Global Retail and Consumer (since 2014)Trian Fund Management, L.P., an investment management firm•Advisory Partner (2015-2017)H.J. Heinz Company, a global foods manufacturer•President and CEO (1998-2013) and Chairman (2000-2013)•President and COO (1996-1998)•SVP, Asia-Pacific Operations (1993–1996)•Additional roles of increasing responsibility (1982-1993)Additional management roles with progressive scope of responsibilities: Drackett (a specialty consumer household products company), Ralston Purina (an animal and pet food, consumer products holding company) and Anderson-Clayton (a commodities trading company)Education•B.S., University of California, Los Angeles•MBA, University of Texas at Austin William JohnsonIndependent Board ChairDirector Since: 2009Age: 77Board Committees•Nominating and Corporate Governance (Chair)•ExecutivePublic Board Directorships •Sovos Brands, Inc. (2017-2024)•PepsiCo, Inc. (2015-2020) 29 Reasons for NominationFranck is a highly accomplished executive with a successful track record of managing complex supply chains and enabling efficient operations that supported the growth and profitability of multinational business operations. He has extensive experience navigating global markets and developing strategic initiatives that enhance market positioning and customer engagement. Franck contributes a deep understanding of the evolving global landscape and shifting consumer preferences to support our board’s discussions related to international operations and risk management.Select Skills and Experiences•Consumer / Retail: Through his career-long tenure at Colgate, Franck successfully led operations and marketing, product innovation, talent, M&A and global brand management. He addressed customers’ needs through the acquisitions of several premium brands that are among Colgate’s most successful today. •Global / International: Franck led Colgate’s operations in Asia, the South Pacific and Latin America. As COO of Emerging Markets, he led fast-growing international businesses, oversaw strategic acquisitions in Europe and other emerging markets and expanded that company’s geographic footprint.•Supply Chain Management: During his time as President, Global Marketing, R&D and Supply Chain at Colgate, Franck was responsible for that company’s global supply chain and production capabilities, overseeing a large workforce of employees across a significant number of international factories, optimizing efficiency and creating flexibility to serve local market requirements. Professional HighlightsColgate-Palmolive Company, a global consumer products company•Vice Chairman (2016-2018)•COO, Emerging Markets (2010-2016)•President, Global Marketing, R&D and Supply Chain (2007-2010)•President, Western Europe, Central Europe and South Pacific (2005-2007)•Additional management roles of increasing responsibility (1978-2005)Education•Master’s Degree, Marketing, EDHEC Business School•MBA, Stephen M. Ross School of Business, University of Michigan Franck MoisonIndependent DirectorDirector Since: 2017Age: 72Board Committees•Nominating and Corporate Governance •RiskPublic Board Directorships •VusionGroup SA (since 2020)•Hanesbrands Inc. (2015 - 2025)Other Notable Affiliations•SomaLogic, Board Member (2019 - 2021)•EDHEC Business School (Paris, London, Singapore), Chairman of the International Advisory Board•McDonough School of Business, Georgetown University, International Board Member 30 Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Reasons for NominationJohn brings over 20 years of executive leadership in global operations, supply chain optimization and customer-focused business transformation to the board. His proven track record of strengthening market positions and spearheading innovative, consumer-focused strategies that have driven record earnings and sales, significantly enhances the board’s oversight of UPS’s shareholder value creation strategy. Select Skills and Experiences•Consumer / Retail: Over his 40-year career at Sherwin-Williams, John demonstrated an extensive understanding of retail and business customer needs, along with broad market insights, enabling him to successfully guide the company through variable macroeconomic headwinds while sustaining growth. Under his leadership, the company delivered record profitability and 13 consecutive years of increased sales. •Global / International: John led Sherwin-Williams through a considerable strategic transformation, which focused on industry commoditization, innovation and customer solutions. Under his leadership, the company expanded its geographic footprint, resilient supply chain and portfolio to 123 countries, successfully completed a $11.3 billion acquisition of an international coatings business and launched a global R&D innovation center.•Technology / Technology Strategy: John has led the development of customer-focused innovative technologies to maximize the consumer experience and efficiency, including the launch of a color capture mobile app and a first of its kind microbicidal paint. Professional HighlightsThe Sherwin-Williams Company, a global paints and coatings manufacturer and distributor •Executive Chairman (2023-2024)•CEO (2016-2023), Board Chair (2017-2023)•President and COO (2006-2016)•President, Paint Stores (1999-2006)•Sales and Marketing leadership roles of increasing responsibility (1984-2006)Education•B.A., Business Administration and Psychology, Saint Joseph’s College •MBA, National Louis University John Morikis Independent DirectorDirector Since: 2025Age: 62Board Committees•AuditPublic Board Directorships •Whirlpool Corporation (since 2025)•General Mills, Inc. (since 2024)•Johnson & Johnson (since 2025)•The Sherwin-Williams Company (2015 - 2025)•Fortune Brands Innovations, Inc. (2011 - 2024) 31 Reasons for NominationA recognized leader in the retail sector, Christiana brings deep experience in consumer marketing and distribution strategy, digital transformation and e-commerce, as well as a track record of successfully driving large-scale operational change in global labor-intensive organizations. Building on her extensive public company board experience, Christiana utilizes her over 35 years of retail and consumer industry experience to inform her vital contributions to the board’s oversight of our technology, marketing and distribution strategy and operations. Select Skills and Experiences•Consumer / Retail: During her time at Nike, Christiana played an instrumental role overseeing the expansion of the company’s direct-to-consumer business. Under her leadership, Nike direct-to-consumer global revenues increased significantly. Christiana also brings extensive retail experience from her time at McKinsey, where she helped to create and extend the firm’s proprietary knowledge in merchandising, omnichannel and e-commerce, global strategy and lean store operations.•Digital Technology: In her various leadership roles at Nike, Christiana oversaw integrated global e-commerce strategy and led the accelerated growth of Nike’s digital commerce and customer engagement capabilities. Now, as the Founder and Principal of Lovejoy Advisors, LLC, she focuses on advising consumer and retail businesses on digital transformations.•Operational: Christiana is an experienced operator of large multichannel retail organizations, providing strong supply chain and cost management expertise in the global consumer industry. During her nearly 25 years at McKinsey, she worked across developed and emerging markets providing global leadership, expertise and strategic vision to senior executives of consumer companies, including designing and leading transformation programs, developing cross-channel marketing and merchandising programs and driving successful market entry and expansion strategies. Professional HighlightsLovejoy Advisors, LLC, an advisory services firm that assists clients with digitally transforming consumer and retail businesses•Founder and Principal (since 2016)Nike, Inc., a global designer, marketer and distributor of athletic apparel•President, Direct-to-Consumer (2013-2016)•Vice President and General Manager, Global Digital Commerce (2012-2013)•VP and COO, Global Direct-to-Consumer (2010-2012)McKinsey & Company, a global management consulting firm•Director and Senior Partner (2000-2010)•Additional management roles of increasing responsibility (1986-2000)Additional management roles of progressive scope of responsibilities: Merrill Lynch & Company (an investment and wealth management company)Education•B.A., International Relations and Economics, Stanford University•MBA, Harvard Business School Christiana Smith ShiIndependent DirectorDirector Since: 2018Age: 66Board Committees•Compensation and Human Capital (Chair) •RiskPublic Board Directorships •Columbia Sportswear Company (since 2022)•Williams Sonoma, Inc. (2017-2019)•Mondelez International, Inc. (2016-2023) 32 Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Reasons for NominationRussell is a proven executive leader in operations, logistics, global supply chain management and labor relations. Through his long career in aerospace engineering and integrated systems manufacturing, he has established a successful track record of executing mission-critical strategies that deliver increased value to shareholders and enhance competitiveness. He brings extensive experience that contributes to the board oversight of effective transportation fleet management, sustainable operations and business transformation by moving complex business issues into focused, targeted actions for improvement.Select Skills and Experiences•Technology / Technology Strategy: In his role as President and CEO of the Commercial Engines and Services division at GE Aerospace, Russell leads that company's strategy on technology, solutions and services across the energy value chain, from the point of generation to consumption. Throughout his time at GE, Russell has gained valuable experience working on engineering and integration of innovative sustainable energy solutions, which contributes valuable insights to the board oversight of our fleet electrification and energy transition strategy.•Operational: During his tenure at GE, Russell has overseen operations as President and CEO of five GE businesses, including Aviation Services, Power, Energy Connections and Transportation. Across his over 28-year career at GE, he has experience leading through market cycles and navigating multiple industries and business segments.•Sales / Marketing: Russell gained valuable experience in sales and marketing through various roles at GE. He has been responsible for the development and deployment of strategic and operational actions to drive commercial growth and business performance while working to exceed customer expectations. Professional HighlightsGE Aerospace, a global aerospace propulsion, services, and systems leader•President and CEO, Commercial Engines and Services (Since 2022; retiring in July 2026)General Electric Company, a multinational conglomerate with aerospace, energy, healthcare, and finance divisions•President and CEO, GE Aviation Services (2020-2022)•President and CEO, GE Power Portfolio (2019-2020), GE Power (2017-2019), GE Energy Connections (2015-2017), GE Transportation (2013-2015)•Additional management roles of increasing responsibility at GE Transportation and GE Aviation (1997-2013)Education•B.B.A., Finance, Cleveland State University Russell StokesIndependent DirectorDirector Since: 2020Age: 54Board Committees•Compensation and Human Capital•Nominating and Corporate Governance Other Notable Affiliations•The Smithsonian’s National Air and Space Museum (Board Member since 2025) 33 Reasons for NominationCarol is a recognized consumer and retail industry executive with a successful track record of managing labor-intensive, complex organizations, driving growth, developing talent and successfully executing strategic priorities. Building on her extensive public company board experience, Carol applies her deep institutional knowledge, financial expertise and broader industry insights, enhancing board discussions on critical priorities and evolving market risks.Select Skills and Experiences•Financial Expertise: Gained through her nearly two decades of senior leadership at Home Depot, where she served as that company’s CFO, Carol has in-depth knowledge of logistics, corporate finance, risk and compliance. She oversaw financial reporting, planning and analysis, internal audit, investor relations and tax, as well as strategy and business development, IT and cybersecurity. Under her leadership as CFO, Home Depot delivered a significant increase in shareholder value and sales grew substantially.•Human Capital Management: While overseeing global operations at UPS, Carol has spearheaded initiatives to improve employee experience and maintain a strong talent pipeline, including successfully managing complex labor union negotiations.•Consumer / Retail: During her career at Home Depot, Carol drove that company’s transformation into one of the world’s largest retailers, reinvigorating the consumer business, and growing B2B sector, despite a challenging macroeconomic environment during the financial recession and housing crisis. At UPS, she enhanced B2B segment profitability through automated technologies and enhanced distribution networks to improve delivery volumes. Professional HighlightsUnited Parcel Service•CEO (since 2020)The Home Depot, Inc., one of the world’s largest retailers•EVP and CFO (2001-2019)•SVP, Finance and Treasurer (1999-2001)•VP and Treasurer (1995-1999)Johns-Manville, Inc., a manufacturer of insulation and building products•Director of Banking (1992-1995)United Bank of Denver, now Wells Fargo & Company•Commercial Lender (1981-1992)Education•B.A., Communication, University of Wyoming•MBA, University of Denver Carol ToméChief Executive Officer and DirectorDirector Since: 2003Age: 69Board Committees•Executive Public Board Directorships •Verizon Communications, Inc. (since 2021)Other Notable Affiliations•Atlanta Committee for Progress (Executive Committee Member)•Former Grady Memorial Hospital Corporation Board Member •Former Federal Reserve Bank of Atlanta Board Member (2008 -2013), and Board Chair (2010 - 2012) 34 Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Reasons for NominationKevin is a distinguished political advisor and economist, bringing a deep expertise in the global financial and business environment, as well as significant experience working in the private sector for a leading global investment bank. As a former central banker, presidential advisor and financial markets expert, he contributes to the board his extensive understanding of economic policies, public affairs and geopolitical dynamics. On March 4, 2026, the President of the United States nominated Kevin to serve as Chairman of the Board of Governors of the United States Federal Reserve System, subject to confirmation by the United States Senate. Kevin has advised us that if he is confirmed to that position, he will resign from the board.Select Skills and Experiences•Financial Expertise: As a member of the Federal Reserve’s board, Kevin focused on financial and economic developments and monetary policies. In this position, he played a significant role in navigating the global financial crisis in 2008. In his earlier career, he was a member of the Mergers & Acquisitions team at Morgan Stanley, developing strong expertise in financial analysis and strategic growth initiatives.•Risk / Compliance / Government: Kevin served as a special assistant to President George W. Bush for economic policy and as executive secretary at the National Economic Council. During his time at the White House, he advised the President and senior administration officials on issues related to the U.S. economy, capital markets, securities, banking, and insurance issues.•Geopolitical Risk: During Kevin’s time as a member of the Federal Reserve board, he served as the Fed’s representative to the Group of Twenty (G-20), consisting of the world’s largest 20 economies, and as the Fed’s emissary to the emerging and advanced economies in Asia. Additionally, Kevin is broadly recognized as an expert in global monetary policy and international financial markets, including in his current role as a Distinguished Visiting Fellow in Economics at the Hoover Institution. Professional HighlightsStanford University•Shepard Family Distinguished Visiting Fellow in Economics at the Hoover Institution, a public policy think tank (since 2012)•Dean’s Visiting Scholar and lecturer at the Graduate School of Business (since 2011)Duquesne Family Office LLC, the investment firm of Stanley F. Druckenmiller•Partner (since 2011)Federal Reserve Board of Governors •Member (2006-2011)The White House Administration of President George W. Bush•Special Assistant for Economic Policy and Executive Secretary of the National Economic Council (2002-2006)Morgan Stanley & Co., a leading global financial services firm•VP and Executive Director of Mergers and Acquisitions (1995-2002)Education•A.B., Public Policy, Stanford University•J.D., Harvard Law School Kevin WarshIndependent DirectorDirector Since: 2012Age: 55Board Committees•Compensation and Human Capital•Nominating and Corporate GovernancePublic Board Directorships •Coupang, Inc. (since 2019)Other Notable Affiliations•Group of Thirty (G30)•Congressional Budget Office, Panel of Economic Advisers Director Independence We believe independent directors encourage robust debate and constructively challenged opinions in the boardroom. Our Corporate Governance Guidelines include director independence standards consistent with the New York Stock Exchange (“NYSE”) listing standards. Our Corporate Governance Guidelines are available on the governance section of our Investor Relations website at www.investors.ups.com. The board has evaluated each director’s independence and considered whether there were any relevant relationships between UPS and each director, or any member of his or her immediate family. The board also examined whether there were any relationships between UPS and organizations where a director is or was a partner, principal shareowner or executive officer. Specifically, the board evaluated certain ordinary course business transactions and relationships between UPS and the organizations that currently or in the prior year employed Eva Boratto, Michael Burns, Kevin Clark, Wayne Hewett, Kate Johnson, Russell Stokes or Kevin Warsh, or their immediate family members, as an executive officer. The board also evaluated the ordinary course business transactions and relationships between UPS and any organizations where Rodney Adkins, Wayne Hewett, Angela Hwang, Christiana Smith Shi or Kevin Warsh, or their immediate family members, were a partner or principal shareowner. In each case, no such transactions exceeded the thresholds in UPS’s Corporate Governance Guidelines. The board determined that none of these transactions or relationships were material to the Company, the individuals or the organizations with which they were associated. The board has determined that each current director, including all director nominees, other than our CEO, Carol Tomé, is independent. The independent directors are Rodney Adkins, Eva Boratto, Kevin Clark, Wayne Hewett, Angela Hwang, Kate Johnson, William Johnson, Franck Moison, John Morikis, Christiana Smith Shi, Russell Stokes and Kevin Warsh. The board has also determined that all members of the Audit Committee, Compensation and Human Capital Committee, Nominating and Corporate Governance Committee and Risk Committee are independent, and all members of the Audit Committee and the Compensation and Human Capital Committee meet the additional independence criteria applicable to directors serving on these committees under NYSE listing standards. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Committees of the Board of Directors The board has four committees composed entirely of independent directors as defined by the NYSE and by our director independence standards. The board also has an Executive Committee that may exercise all powers of the Board of Directors in the management of our business and affairs, except for those powers expressly reserved to the board under Delaware law or otherwise limited by the board. Carol Tomé is the Chair, and Rod Adkins and Bill Johnson also serve on the Executive Committee. Audit Committee(1) Compensation and HumanCapital Committee(2) Nominating and CorporateGovernance Committee Risk Committee Eva Boratto, Chair Christiana Smith Shi, Chair William Johnson, ChairKate Johnson(3)Franck MoisonRussell StokesKevin Warsh Rodney Adkins, ChairKate Johnson(3)Franck MoisonChristiana Smith Shi Kevin Clark Rodney Adkins Wayne Hewett Russell Stokes Angela Hwang Kevin Warsh John Morikis Meetings in 2025: 9 Meetings in 2025: Meetings in 2025: Meetings in 2025: 4 Primary Responsibilities Primary Responsibilities Primary Responsibilities Primary Responsibilities •Assisting the board in discharging its responsibilities relating to accounting, reporting and financial practices•Overseeing accounting and financial reporting processes•Overseeing the integrity of financial statements, systems of disclosure controls and internal controls•Overseeing the performance of the internal audit function•Appointing and overseeing the performance of independent accountants•Overseeing compliance with legal and regulatory requirements as well as the Code •Discussing with management policies with respect to financial risk assessment •Assisting the board in discharging its responsibilities with respect to executive officer compensation •Reviewing and approving corporate goals and objectives relevant to CEO compensation •Evaluating the CEO’s performance•Overseeing the evaluation of risks associated with compensation strategy, policies and programs•Overseeing any outside consultants retained to advise the committee•Recommending to the board the compensation for non-management directors•Overseeing performance and talent management, culture and employee development and retention •Addressing succession planning•Assisting the board in identifying and screening qualified director candidates, including shareowner submitted candidates•Recommending board candidates for election or reelection, or to fill vacancies•Aiding in attracting qualified board candidates •Recommending corporate governance guidelines, including the structure, composition and functioning of the board and all board committees, the delegation of authority to subcommittees, board oversight of management actions and reporting duties of management•Overseeing relevant environmental sustainability matters and related risks •Overseeing management’s identification and evaluation of enterprise risks•Overseeing and reviewing with management the Company’s risk governance framework•Overseeing risk identification, tolerance, assessment and management practices for strategic enterprise risks, including AI risks, cybersecurity risks and cyber incident response•Reviewing approaches to risk assessment and mitigation strategies, in coordination with the board and other board committees•Communicating with the Audit Committee to enable it to perform its responsibilities with respect to oversight of risk assessment and management (1)All members of the Audit Committee have been designated by the board as audit committee financial experts. Each member of the Audit Committee meets the independence requirements of the NYSE and SEC rules applicable to audit committee members, and each is financially literate. (2)Each member of the Compensation and Human Capital Committee meets the NYSE’s independence requirements. In addition, each member is a non-employee director as defined in Rule 16b-3 under the Securities Exchange Act of 1934. None of the members is or was during 2025 an employee or former employee of UPS, and none had any direct or indirect material interest in or relationship with UPS outside of his or her position as a non-employee director. The Compensation and Human Capital Committee may delegate its responsibilities to subcommittees of one or more directors as it may deem appropriate. For information regarding the roles of our executive officers and the independent compensation consultant regarding the amount or form of executive and director compensation (as applicable), see the Compensation Discussion and Analysis section and the Director Compensation section below in this Proxy Statement. Compensation Committee Interlocks and Insider Participation: None of our executive officers serves or served during 2025 as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our board or Compensation and Human Capital Committee. (3)Kate Johnson has not been nominated for reelection at the Annual Meeting as she will depart the board in May to focus on her other professional responsibilities. Director Compensation The Compensation and Human Capital Committee of the Board of Directors evaluates director compensation with the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). Following a review of Company peer group and broader industry practices, in November 2024, the board increased non-employee director annual cash retainers to $125,000 and increased the annual restricted stock unit (“RSU”) award value to $195,000, placing total director pay (inclusive of the increases for board leadership positions described below) in-line with the peer group median. Directors are also reimbursed for board related expenses. Our CEO does not receive any compensation for board service. To reflect the additional responsibilities and time commitment associated with various board leadership positions, our independent Board Chair receives an additional annual cash retainer of $160,000 and an additional annual RSU award valued at $70,000. The chairs of the Nominating and Corporate Governance and Risk Committees each receive an additional annual cash retainer of $20,000, the Chair of the Compensation and Human Capital Committee receives an additional annual cash retainer of $25,000 (an increase of $5,000 as compared to 2024), and the Chair of the Audit Committee receives an additional annual cash retainer of $30,000 (an increase of $5,000 as compared to 2024). Cash retainers are paid on a quarterly basis. Non-employee directors may defer retainers by participating in the UPS Deferred Compensation Plan. The Company does not make any contributions to this plan and there are no preferential or above-market earnings on amounts invested in the plan. Equity compensation links director pay to the value of Company stock and aligns the interests of directors with long-term shareowners. RSUs are fully vested on the date of grant and are required to be held by the director until he or she separates from the board, at which time the RSUs convert to shares of class A common stock. Dividends earned on shares underlying RSUs are deemed reinvested in additional units at each dividend payable date and are subject to the same terms as the original grant. This holding period requirement increases the strength of alignment of directors’ interests with those of our long-term shareowners. 2025 Director Compensation and Outstanding Stock Awards The following tables set forth the cash compensation and the aggregate value of stock awards paid to individuals who served as directors in 2025 (other than our CEO), as well as outstanding director equity awards held as of December 31, 2025, except as described below. 2025 Director Compensation Outstanding Director Stock Awards (as of December 31, 2025) Name Fees Earnedor Paidin Cash Stock Total Stock Awards ($) Awards ($) ($)(1) Name Restricted Phantom Stock Units Stock Units (#) (#) Rodney Adkins(2) 145,000 195,000 340,000 Rodney Adkins 25,742 — Eva Boratto(2) 155,000 195,000 350,000 Eva Boratto 7,884 — Michael Burns(3) 62,500 — 62,500 Michael Burns — — Kevin Clark(3) 93,750 243,750 337,500 Kevin Clark 2,548 — Wayne Hewett 125,000 195,000 320,000 Wayne Hewett 7,884 — Angela Hwang 125,000 195,000 320,000 Angela Hwang 8,292 — Kate Johnson 125,000 195,000 320,000 Kate Johnson 7,518 — William Johnson(2)(4) 305,000 265,000 570,000 William Johnson 43,835 — Franck Moison 125,000 195,000 320,000 Franck Moison 16,277 — John Morikis(3) 62,500 195,000 257,500 John Morikis 2,075 — Christiana Smith Shi(2) 150,000 195,000 345,000 Christiana Smith Shi 14,043 — Russell Stokes 125,000 195,000 320,000 Russell Stokes 7,518 — Kevin Warsh 125,000 195,000 320,000 Kevin Warsh 28,184 — Carol Tomé(5) 30,326 1,558 (1)The values of stock awards in this column represent the grant date fair value of RSUs granted in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. Kevin Clark’s stock awards include the annual RSU award and an initial prorated grant of RSUs made upon joining the board in March 2025. (2)Includes cash compensation for committee chair service. (3)Cash compensation prorated based on length of board service during 2025. (4)Includes stock awards for independent board chair service. (5)Only includes outstanding stock awards that were granted while serving as a non-employee director. Phantom stock units were granted to non-employee directors pursuant to a deferred compensation program previously provided to non-employee directors. Upon separation from service, amounts represented by phantom stock units will be distributed in cash over an elected time period. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Executive Compensation Compensation Committee Report The Compensation and Human Capital Committee (as used in this Executive Compensation section, the “Committee”) is responsible for setting the principles that guide compensation decision-making, establishing the performance goals under our executive compensation plans and programs, and approving compensation for the executive officers. The Committee is also responsible for overseeing performance and talent management, workforce representation, workplace culture and employee development and retention. The Committee is focused on maintaining executive compensation programs that support the long-term interests of the Company’s shareowners. We align the interests of our executive officers with those of all shareowners by linking a significant portion of executive compensation to Company performance and shareowner returns. The Company’s programs are also designed to attract, retain, and motivate executives who make substantial contributions to the Company’s performance by allowing them to share in the Company’s success. Significant Committee activities in 2025 included: updating metrics used within the Company’s Long-term Incentive Performance (“LTIP”) program to better align with progress towards achievement of the Company’s strategic objectives; considering LTIP program structural changes to better align performance- and time-based incentives with practices of peer companies, helping increase stability in compensation, and improving attraction and retention of key talent; approving a limited personal security benefit for executives to help mitigate ongoing physical and digital threats against business leaders; increasing the Discounted Employee Stock Purchase Plan discount for all employees from 5% to 10% to encourage stock ownership, increase interest in the Company’s success and provide an additional retention incentive; and approving a special one-time RSU award to our approximately 450 senior management employees, including the NEOs (other than the CEO), to retain and motivate these employees during one of the most important strategic shifts in Company history. Also during 2025, the Committee continued to execute on its human capital oversight responsibilities, including supporting succession planning efforts at the senior management level, reviewing talent and culture matters and overseeing employee development, recruitment and retention efforts. We have reviewed the Compensation Discussion and Analysis and discussed it with management. Based on our review and discussions, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the 2026 Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”). The following Compensation Discussion and Analysis describes the Committee’s principles, strategy and programs regarding 2025 executive compensation. The Compensation and Human Capital Committee Christiana Smith Shi, Chair Rodney Adkins Russell Stokes Kevin Warsh Compensation Discussion and Analysis UPS’s executive compensation principles, strategy and programs for 2025 are described below. This section explains how and why the Committee made its 2025 compensation decisions for our executive officers, with additional details regarding the following NEOs: Named Executive Officer Title Carol Tomé Chief Executive Officer Brian Dykes Chief Financial Officer Nando Cesarone President U.S. Operations and Airline Kate Gutmann President International, Healthcare and Supply Chain Solutions Bala Subramanian Chief Digital and Technology Officer Executive Compensation Strategy UPS’s executive compensation programs are designed to drive organizational performance by linking a significant portion of executive pay to Company operational and financial performance; attract, retain and motivate our executive officer with competitive and fair compensation; encourage long-term stock ownership and careers with UPS; and align the interests of our executives to long-term value creation. We seek to develop performance metrics aligned with the Company’s strategy and business model. Long-term incentive awards vest over timeframes aligned with the delivery of long-term shareowner value. Key Elements of Executive Compensation Target direct compensation (generally, base salary and target annual and long-term incentives, but excluding any special awards) for our NEOs in 2025 consisted of the following key elements. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Target Direct Compensation A substantial majority of NEO target direct compensation is “at risk” and subject to the achievement of annual or long-term performance goals and/or meeting service-based vesting requirements. The charts below highlight the elements of our CEO’s and an average of our other NEOs’ target direct compensation for 2025. Other Elements of Annual Compensation Benefits Perquisites Retirement Programs •NEOs generally participate in the same plans as other employees.•Includes medical, dental and disability plans.•See further details on page 49. •Limited in nature; we believe benefits to the Company outweigh the costs.•Includes financial planning, personal security services and executive health services that facilitate the NEOs’ ability to carry out responsibilities, maximize working time and minimize distractions.•Considered necessary or appropriate to attract and retain executive talent.•See further details on page 49. •NEOs and most non-union U.S. employees participate in the same qualified plans with the same formulas.•Includes non-qualified and qualified pension, retirement savings and deferred compensation plans.•See further details on page 49. Roles and Responsibilities The Committee is responsible for setting the principles that guide compensation decision-making, establishing performance goals under our executive compensation programs and approving compensation for the executive officers. In 2025, the Committee again retained FW Cook to act as its independent compensation advisor. FW Cook reported directly to the Committee and provided no additional services to UPS. The following table summarizes key roles and responsibilities in the executive compensation decision-making process. Participant and Roles The Committee•develops executive compensation principles and strategy•sets incentive compensation performance goals •evaluates the CEO’s performance•reviews the CEO’s performance assessment of other executive officers•reviews and approves incentive and other compensation of the executive officers•oversees the risk evaluation associated with compensation strategy and programs•considers whether to engage any compensation consultants, and evaluates their independence•reviews and discusses the Compensation Discussion and Analysis with management•recommends to the board the inclusion of the Compensation Discussion and Analysis in the Proxy Statement•approves the inclusion of the Committee’s report on executive compensation in the Proxy Statement Independent Members of the Board of Directors •review the Committee’s assessment of the CEO’s performance•complete a separate evaluation of the CEO’s performance•approve the Compensation Discussion and Analysis for inclusion in the Proxy Statement Independent Compensation Consultant •serves as a resource for market data on pay practices and trends•provides independent advice to the Committee•provides competitive analysis and advice related to independent director and executive officer compensation•reviews the Compensation Discussion and Analysis•conducts an annual risk assessment of the Company’s compensation programs Executive Officers•CEO makes compensation recommendations to the Committee for the other executive officers •CEO and CFO recommend performance goals under incentive compensation plans and provide an assessment as to whether performance goals were achieved Compensation Consultant Independence In November 2025, the Committee reviewed FW Cook’s independence and evaluated any potential conflicts of interest. The Committee evaluated all relevant factors, including: (1) other services provided to UPS by FW Cook (if any); (2) fees paid by UPS as a percentage of FW Cook’s total revenue; (3) policies or procedures maintained by FW Cook that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Committee; (5) any Company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between UPS executive officers and FW Cook or the individual consultants involved in the engagement. After evaluating these factors, the Committee concluded that FW Cook was independent, and that the engagement of FW Cook did not raise any conflicts of interest. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Peer Group and Market Data Utilization In determining compensation targets and payouts, the Committee evaluates, among other things, pay practices and compensation levels at a peer group of companies. In addition to peer group analyses, the Committee considers other market data, including general compensation survey data from comparably sized companies. Compensation is not targeted to a particular percentile within that peer group or otherwise. With assistance from its independent compensation consultant, the Committee evaluates the peer group annually to determine if the companies included in the group are the most appropriate comparators for measuring the success of our executives in delivering shareowner value. The Committee seeks to select a compensation peer group that is aligned with the Company’s business strategy and focus. Quantitative considerations consist of historical revenue, operating income and free cash flow, as well as total shareowner return. Other more general considerations include market capitalization, percentage of foreign sales, capital intensity, operating margins and size of employee population. After review, the Committee determined not to make any changes to the peer group in 2025. The compensation peer group consists of the following: AT&T, Inc. FedEx Corporation McDonald’s Corp. The Boeing Company The Home Depot, Inc. PepsiCo, Inc. Caterpillar Inc. Intel Corporation The Procter & Gamble Company Cisco Systems, Inc. Johnson & Johnson Target Corp. Comcast Corporation Lockheed Martin Corporation Walmart, Inc. Deere & Company Lowe’s Companies, Inc. Internal Compensation Comparisons and Annual Performance Reviews The Committee also generally considers the compensation differentials between executive officers and other UPS positions, and the additional responsibilities of the CEO compared to other executive officers. Internal comparisons help ensure that executive officer compensation is reasonable when compared to that of direct reports. The CEO assesses the performance of all other executive officers each year and provides feedback to the Committee. In addition, the Committee evaluates the CEO’s performance on an annual basis. The Committee Chair discusses the results of this evaluation with the full board (other than the CEO) in an executive session. As part of this evaluation, the board considers the CEO’s strategic vision and leadership, execution of UPS’s business strategy and achievement of business goals. Other factors considered include the CEO’s ability to make long-term decisions that create a competitive advantage and overall effectiveness as a leader. Base Salary Base salaries provide our executive officers, including the NEOs, with a fixed level of cash compensation and are designed to provide an appropriate level of financial certainty. The Committee considers several factors in determining executive officers’ annual base salaries, including Company and individual performance, scope of responsibility, leadership, market data and internal compensation comparisons. In February 2025, the Committee approved the following: a base salary increase of 15% for our CFO to bring his base salary closer to the median for the CFOs in the compensation peer group; base salary increases of between 3.0% and 8.0% for our other NEOs (other than the CEO) for the reasons set forth above; and no increase to the CEO’s base salary. In addition, our CFO was appointed to the position in July 2024, therefore his 2024 salary listed in the 2025 Summary Compensation Table below only reflects six months of service as CFO. Management Incentive Program (MIP) Overview The MIP is designed to motivate management by aligning pay with annual Company performance. This is accomplished by linking payouts to the achievement of pre-established metrics approved by the Committee (as described below). MIP awards are paid in cash, unless a participant elects to receive the award in shares. Annual MIP award opportunities are provided as a percentage of base salary. MIP awards are fully at risk and are based on Company performance. MIP awards are subject to a maximum payout of 200% of target for each NEO. 2025 MIP Awards The Committee sets MIP performance metrics and targets on a full-year basis. With input from its independent compensation consultant, the Committee in recent years has revised the performance metrics and weightings for MIP awards to more closely align them with progress towards strategic objectives. The Committee approved the 2025 MIP performance targets and weightings shown below: 2025 MIP Performance Metrics 2025 MIP Performance Targets Consolidated revenue was considered important to generating profits and maintaining our long-term competitive positioning and viability. $89B(1) Consolidated non-GAAP adjusted operating profit reflects our effectiveness in achieving our targets in other key performance elements, including volume growth and operating leverage. $9.6B(1) Total committed service reflects our dependability in delivering packages on or before the time we promised. 96.5% (1)The 2025 revenue and non-GAAP adjusted operating profit targets were set at levels taking into account the timing of the Company’s planned execution of its strategic initiatives, including the accelerated glide down of volume from our largest customer, our Network Reconfiguration and Efficiency Reimagined initiatives, and the impact of insourcing the Company’s Ground Saver product. The 2025 MIP performance targets remained challenging and were aligned with our January 30, 2025 full-year 2025 guidance. To provide additional clarity and visibility, and remove subjectivity around potential MIP payouts, including in response to stakeholder feedback, the Committee approved threshold and maximum payout opportunities, which are shown below. For actual results between threshold, target and maximum, payouts were structured as shown below. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Actual performance results and MIP award payouts were as follows: 2025 MIPPerformance Metric 2025 MIP Performance ActualPerformance Weighted Payout Score Target (% of Target) Consolidated Revenue $89.0B $88.7B 38.3% Consolidated non-GAAP Adjusted Operating Profit $9.6B $8.7B(1) 24.8% Enterprise Total Committed Service 96.5% 96.8% 11.5% 2025 MIP Payout Factor 75% (1) Determined by reference to our publicly reported non-GAAP adjusted operating profit, further adjusted to remove (a) gains related to sale-leaseback transactions, (b) certain charges related to the grounding of our MD-11 fleet and (c) certain international tariff impacts. Name Incentive Incentive 2025 MIP PayoutFactor(%) Total 2025MIP AwardPayout($) Target Target Value (% Base Salary) ($) Carol Tomé 200 3,019,425 75% 2,264,569 Brian Dykes 115 958,819 75% 719,115 Nando Cesarone 115 1,085,339 75% 814,004 Kate Gutmann 115 1,085,339 75% 814,004 Bala Subramanian 115 943,284 75% 707,463 45 Long-Term Incentive Awards Our key long-term incentive programs, the LTIP program and the Stock Option program, provide participants with equity-based incentives that reward performance over a multi-year period and provide a retention mechanism. Overlapping LTIP performance cycles incentivize sustained financial performance. The Stock Option program rewards stock price appreciation, which is directly linked to shareowner returns. In 2025, to help retain and motivate our approximately 450 senior leaders, including NEOs (other than the CEO), during one of the most important strategic shifts in Company history, the Committee approved a special one-time long-term RSU award. A summary of these programs follows: Program Performance Measures and/or Value Proposition Payment Form and Program Objectives Program Type LTIP Revenue GrowthNon-GAAP Adjusted Operating ROICRelative Total Shareowner Return as a modifierValue increases or decreases with stock price If earned, restricted performance units (RPUs) are settled in stockIf earned, RPUs generally vest at the end of the three-year performance period Supports long-term operating plan and business strategySignificant link to long-term shareowner interests Stock Option Value recognized only if stock price appreciates Stock options generally vest 20% per year over five years and have a ten-year term Significant link to long-term shareowner interestsEnhance stock ownership and shareowner alignment Total Long-Term Equity Incentive Award Target Values Long-term equity incentive award target values are based on internal pay comparison considerations, levels of responsibility and market data regarding total compensation for comparable positions at similarly situated companies. The LTIP target opportunity and Stock Option award value granted to NEOs in 2025, expressed as a percentage of base salary, is shown below. Name LTIP Target RPU Value(% Base Salary) Stock Option Value(% Base Salary) Total Value(% Base Salary) Carol Tomé 1,185 90 1,275 Brian Dykes 450 50 500 Nando Cesarone 450 50 500 Kate Gutmann 450 50 500 Bala Subramanian 450 50 500 LTIP Program Overview The LTIP program strengthens the performance-based component of executive compensation, promotes longer-term focus, enhances retention of key talent, and aligns the incentive compensation opportunity for executives with the long-term interests of shareowners. Approximately 450 members of our senior management team, including the NEOs, participate in this program. The program combines internal and external relative business performance measures with the goal of motivating and rewarding management for operational and financial success, while helping to align with long-term shareowner returns. Participants receive a target award of restricted performance units (“RPUs”) at the beginning of a three-year performance period. The number of RPUs that NEOs can earn under the 2025 grants is shown in the “Grants of Plan-Based Awards” table. The actual number of RPUs earned is determined following the completion of the three-year performance period and is based on achievement of the performance measures described below. Dividends payable on shares underlying participants’ RPUs are allocated in dividend equivalent units (“DEUs”). DEUs are subject to the same conditions as the underlying award. Vested awards are settled in shares of class A common stock. Separate vesting rules apply to terminations subject to the UPS Key Employee Severance Plan or by reason of death, disability or retirement during the performance period, as discussed under “Potential Payments Upon Termination or Change in Control” below. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement During the second quarter of 2025, the Committee, with input from its independent compensation consultant, approved the following performance measures for the 2025 LTIP awards: non-GAAP adjusted revenue growth (“revenue growth”) and non-GAAP adjusted return on invested capital (“ROIC”). Each performance measure will be evaluated independently and weighted equally (50%) in determining the final payout percentage. The payout percentage will be subject to modification based on the Company’s relative total shareowner return (“RTSR”) as a percentile rank relative to the total shareholder return of the companies listed on the Standard & Poor’s 500 Composite Index (the “Index”) during that same period. The maximum LTIP award that can be earned is 220% of target. A description of each performance measure and the operation of the RTSR modifier follows. Revenue Growth(1). Revenue growth measures our success in growing our business. Revenue growth is determined by reference to year-over-year growth in the Company’s consolidated revenue over prior year actual revenue, subject to adjustment to exclude the effect of unusual or infrequently occurring items, charges for restructurings, extraordinary items and the cumulative effect of changes in accounting treatment. Revenue will be calculated on a constant currency basis. Following the completion of the performance period, the Committee will certify (i) the three-year average revenue growth for the performance period; (ii) the three-year average revenue growth for the performance period as compared to the target; and (iii) the final payout percentage for this metric. ROIC(1). ROIC is determined by dividing the Company’s adjusted operating profit by the Company’s average invested capital during the performance period. The Company’s “adjusted operating profit” is operating income determined in accordance with GAAP, adjusted for unusual or infrequently occurring items, charges for restructuring, discontinued operations, extraordinary items, and changes in accounting treatment. The Company’s “average invested capital” is the 12-month average equity and pension and postretirement benefit maturities along with long-term and short-term debt and finance leases. Following the completion of the performance period, the Committee will certify (i) the three-year average ROIC during the performance period; (ii) the three-year average ROIC during the performance period as compared to target; and (iii) the final payout percentage for this metric. Relative Total Shareowner Return. RTSR is the total return on an investment in UPS stock (stock price appreciation plus dividends) as compared with the total return on an investment in the companies in the Index at the beginning of the performance period. Following the completion of the performance period, the Committee will certify the Company’s RTSR and the payout modifier for the performance period, if any. RTSR Percentile Rank Payout Modifier Above 75th percentile +20% Between 25th and 75th percentile None Below 25th percentile -20% 2023 LTIP Award Payout The 2023 LTIP award payout was determined following the completion of the Company’s 2025 fiscal year. The performance metrics for the 2023 LTIP award were non-GAAP adjusted earnings per share(1) and non-GAAP adjusted free cash flow(1), each evaluated independently and equally weighted. The adjusted earnings per share target for 2023 was the projected adjusted earnings per share for that year, with one-third of the non-GAAP adjusted earnings per share award allocated to this result. The adjusted earnings per share growth target for the remainder of the performance period was the projected average annual adjusted earnings per share growth during each of the remaining years in the performance period, with two-thirds of the non-GAAP adjusted earnings per share award allocated to this result. The final payout was subject to modification based on RTSR compared to the Index. Actual results and performance targets for the 2023 LTIP award are set out below. RPUs earned under the 2023 LTIP are considered vested and are settled in shares of class A common stock. (1)Non-GAAP adjusted financial measures. We believe that these non-GAAP adjusted financial measures are appropriate for the determination of our incentive compensation award results because they exclude items that may not be indicative of, or are unrelated to, how management evaluates our underlying operations and provide a useful baseline for analyzing trends in our underlying business. Non-GAAP adjusted financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our non-GAAP adjusted financial information does not represent a comprehensive basis of accounting. Therefore, our non-GAAP adjusted financial information may not be comparable to similarly titled measures reported by other companies. 2023 LTIP Results (Payout as a Percent of Target) 2023 2024 - 2025 2023 - 2025 Total Performance RTSR Modifier Final Payout Non-GAAP Non-GAAP Non-GAAP Payout (Avg) Impact Adjusted EPS Adjusted EPS Adjusted FCF Payout Growth Payout Payout —% —% 56% 28% (20)% 8% 2023 LTIP Performance Metrics 2023 Non-GAAP Adjusted Earnings 2024 - 2025 Non-GAAP Adjusted Earnings Per Share (17% of Payout) Per Share Growth (33% of Payout) Threshold Target Maximum Actual Payout % Threshold Target Maximum Actual Payout % $10.23 $11.32 $11.85 $8.78 —% 2.2% 6.7% 8.8% (9.7)% —% 2023 - 2025 Non-GAAP Adjusted Free Cash Flow RTSR Modifier (50% of Payout) Threshold Target Maximum Actual Payout % Below 25th Between25th and75th Above 75th Actual Modifier $16,135 $23,050 $29,965 $17,026 56.0% -20% None +20% 10th (20.0)% Stock Option Program and 2025 Stock Option Awards Stock option awards are granted as a percent of each NEO’s base salary. These long-term awards create a direct link between Company performance and shareowner value, as well as provide retention value. Stock option awards generally vest 20% per year over five years and expire ten years from the date of grant. Beyond vesting periods, we do not impose additional holding period requirements. Stock option awards generally require continued employment during the vesting period. Unvested stock options vest automatically upon termination of employment due to death, disability or retirement. Stock option awards are also subject to the terms of the UPS Key Employee Severance Plan as discussed under “Potential Payments Upon Termination or Change in Control” below. Grants do not include DEUs or reload features. The number of stock options granted to the NEOs in 2025 is shown in the “Grants of Plan-Based Awards” table. Special One-Time Restricted Stock Unit Award In 2025, the Committee approved a special one-time long-term RSU award to the approximately 450 members of our senior management team, including the NEOs (other than the CEO). The award was not representative of the Company’s standard executive compensation practices, but was made in recognition of the effort and focus required to lead one of the most important ongoing strategic shifts in Company history. This strategic shift includes the accelerated glide down of volume from our largest customer and our Network Reconfiguration and Efficiency Reimagined initiatives. The award value was set at 30% of each recipient’s LTIP target award value and vests over three years, with 25% of the award vesting on each of the first two anniversary dates of the award and the remaining 50% vesting on the third anniversary of the award. Dividends payable on shares underlying participants’ RSUs are allocated in DEUs and are subject to the same conditions as the underlying award. Vested awards are settled in shares of class A common stock. Separate vesting rules apply to terminations subject to the UPS Key Employee Severance Plan or by reason of death, disability or retirement during the performance period, as discussed under “Potential Payments Upon Termination or Change in Control” below. Additional information about the award values for our NEOs is shown below. Name RSU Value (% of LTIPTarget Award Value) RSU Value($) Carol Tomé 0 0 Brian Dykes 30 1,125,653 Nando Cesarone 30 1,274,186 Kate Gutmann 30 1,274,186 Bala Subramanian 30 1,107,338 Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Employment Transition Awards, Retention Arrangements and Recognition Awards Generally, we do not pay discretionary bonuses in cash or stock, or make other discretionary payments, to our executives. In certain recent prior periods, however, to attract and retain senior executive talent, the Committee has approved limited payments to certain members of the Company’s Executive Leadership Team. No such payments were approved in 2025. Prior year payments that included components vesting in 2025 are described below. In 2021, the Committee granted Kate Gutmann a special award in recognition of her extraordinary contributions and performance during 2020. The award consisted of RSUs which vested in 2022 through 2024; and a stock option award with a grant date fair value of $175,000 which vests 20% per year over five years beginning on March 25, 2022, provided generally that she remains an employee through the applicable vesting dates. Benefits and Perquisites The benefits and perquisites provided to our NEOs are not a material part of executive compensation and are largely limited to those offered to our employees generally, or that we otherwise believe are necessary or appropriate to attract and retain executive talent. We believe certain perquisites help facilitate our NEOs’ ability to carry out their responsibilities, maximize working time and minimize distractions. Additional information on these benefits and perquisites follows. UPS 401(k) Savings Plan The UPS 401(k) Savings Plan is open to all U.S.-based employees who are not subject to a collective bargaining agreement and who are not eligible to participate in another savings plan sponsored by UPS or one of its subsidiaries. We generally match 50% of up to 6% of eligible pay contributed to the UPS 401(k) Savings Plan for eligible employees. The match is contributed quarterly according to the participant's pre-tax investment elections on file with the record keeper. We also generally provide an annual contribution based on years of service and expressed as a percentage of eligible compensation (5% for 0-4 years, 6% for 5-9 years, 7% for 10-14 years and 8% for 15 or more years). Effective for employees hired or rehired on or after January 1, 2025, we generally provide an annual contribution of 3% of eligible compensation. For employees who were hired prior to 2008 and are participants in the Final Average Compensation formula of the UPS Retirement Plan, we generally make an annual transition contribution of 5% of eligible compensation for plan years 2023 to 2027, which will increase to 7% beginning in 2028. Effective January 1, 2025, participants in the UPS 401(k) Savings Plan must be employed on the last day of the applicable period to receive the employer contributions. Qualified and Non-Qualified Pension Plans Certain executive officers are eligible to participate in our qualified retirement program, the UPS Retirement Plan, which was closed to new entrants as of July 1, 2016. Benefits payable under the plan are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined benefit plan as established by the Internal Revenue Service. Amounts exceeding these limits are paid pursuant to the UPS Excess Coordinating Benefit Plan, which is a non-qualified restoration plan designed to replace the benefits limited under the tax-qualified plan. Without the Excess Coordinating Benefit Plan, the executive officers would receive a lower benefit as a percent of final average earnings than the benefit received by certain other participants in the UPS Retirement Plan. In accordance with the terms of the Excess Coordinating Benefit Plan, following a participant’s retirement, the Company pays an amount equal to the Social Security and Medicare taxes due on the present value of the benefits provided under the plan. Financial Planning Services Our executive officers are eligible for a financial services benefit. The Company reimburses fees from financial and tax service providers up to $15,000 per year, including the cost of personal excess liability insurance coverage. Executive Health Services Our executive officers are eligible for certain executive health services benefits, including comprehensive physical examinations. UPS’s business continuity is best facilitated by avoiding any prolonged or unexpected health-related absences by members of its senior management team. Personal Security Services Our executive officers are eligible for limited personal security benefits, including provision of professional security for personal and residential protection during non-work hours, security assessments and enhancements at personal residences, and secure transportation for non-business-related trips. These benefits are provided to promote the security of our executive officers in accordance with the recommendations of a third-party security consultant. The total annual value of this benefit for all executive officers collectively is limited to $100,000. Other Compensation and Governance Policies Stock Ownership Guidelines Our stock ownership guidelines apply to executive officers and members of the board. The current stock ownership guidelines are: eight times the CEO’s annual salary; five times the annual salaries of the other executive officers; and five times a non-employee director’s annual retainer. Shares of class A common stock (excluding any pledged shares, if applicable), deferred units and vested and unvested RSUs and RPUs awarded under our equity incentive plans are considered owned for purposes of calculating ownership. Executive officers and directors are expected to reach target ownership within five years of the date that the executive officer or director became subject to the guideline. As of December 31, 2025, all of the NEOs who have been subject to the guidelines for at least five years exceeded their stock ownership guidelines. In addition, all non-employee directors who have been subject to the guidelines for at least five years exceeded their stock ownership guidelines. RSUs are required to be held by non-employee directors until separation from the board. Incentive-Based Compensation Clawback Policy We have adopted an incentive-based compensation clawback policy that complies with NYSE requirements. This policy provides for the recovery of the amount of erroneously awarded incentive-based compensation received by executive officers when the Company is required to prepare an accounting restatement, subject to limited exceptions. Hedging and Pledging Policies We prohibit our executive officers and directors from hedging their ownership in UPS stock. Specifically, they are prohibited from purchasing or selling derivative securities relating to UPS stock and from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of UPS securities. Additionally, we prohibit our directors and executive officers from pledging UPS securities, including using UPS securities as collateral for a loan and holding UPS securities in margin accounts. Furthermore, our employees, officers and directors are prohibited from engaging in short sales of UPS stock. Employment and Severance Arrangements; Change in Control Payments We do not enter into agreements providing for the continuation of employment, or individual change in control agreements with any of our executive officers, including our NEOs, or other U.S.-based non-union employees. However, in certain recent periods, to attract and retain senior executive talent and in furtherance of the board’s succession planning efforts, we have entered into various employment offer letters, retention arrangements and non-compete agreements in favor of UPS. These arrangements may provide for compensation to an executive, but do not guarantee an employment term; employment is on an at-will basis. Some of the agreements were designed to compensate the individuals for compensation forfeited at their prior employers, to transition them into our incentive programs or to provide consideration for their agreement not to compete with UPS following their potential separation. In addition, retention arrangements are intended to incentivize those individuals to maintain their employment with UPS. No such agreements were entered into or provided for any payments that were made in 2025. Protective Covenant Agreements Each of our NEOs have entered into protective covenant agreements with the Company which protect UPS’s confidential information and include non-competition and non-solicitation covenants in favor of UPS. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Key Employee Severance Plan The UPS Key Employee Severance Plan (the “Severance Plan”) provides for severance compensation and benefits upon certain terminations of employment of key employees, including the NEOs. The severance protections under the Severance Plan replace cash severance benefits (if any) to which a participating employee would have otherwise been entitled under their protective covenant agreements. The Severance Plan generally provides that if the Company terminates a participant’s employment other than due to “Cause,” “Disability Termination” or death (a “Qualifying Termination”), the Company will pay: (i) an amount in cash equal to a pro-rata portion of the individual’s annual performance incentive award under the MIP that would have been earned for the year of termination, based on actual performance for the full performance period, with the pro-rata portion calculated based on the number of months during which the individual was employed by the Company during the applicable year; (ii) an amount in cash equal to one time (two times for the CEO) the sum of the participant’s annual base salary plus the participant’s target MIP performance award in effect as of the termination date; (iii) an amount in cash equal to the portion of the participant’s monthly Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premium for the participant and the participant’s dependents to the extent it exceeds the premiums paid by the participant for such coverage immediately prior to termination times the number of months in the participant’s applicable COBRA period; and (iv) career counseling services up to $20,000 ($30,000 for the CEO). In addition, with respect to stock options held by retirement-eligible employees, and RPUs granted LTIP, in each case granted on or after the effective date of the Severance Plan, a participant who experiences a Qualifying Termination will generally be entitled to the same treatment that would apply in the event of “retirement” under the terms of such awards. With respect to stock options granted to a participant on or after the effective date of the Severance Plan, such stock options (to the extent the participant is not retirement eligible and that are vested as of the date of the Qualifying Termination) will remain exercisable until the earlier of the first anniversary of the termination date and the original expiration date of the stock options. Change in Control All outstanding equity awards that are continued or assumed by a successor entity in connection with a change in control require a “double trigger” for vesting to accelerate; that is, they also require a qualifying termination of employment prior to any acceleration of vesting. Equity Grant Practices Grants of awards to executive officers under our equity incentive programs are approved by the Committee. Grants are typically made at preestablished Committee meeting dates or in connection with a new hire or promotion, and irrespective of the timing of release of any material nonpublic information. Stock options have an exercise price equal to the NYSE closing market price on the date of grant. Stock option awards are granted to executive officers annually, typically at a regularly scheduled meeting of the Committee. Meeting dates are set in advance, and the timing of the meetings, and the grant of stock options, including terms and value of the awards, is made without regard to any material nonpublic information. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Option Awards Granted in Close Proximity to Disclosure of Material Nonpublic Information In accordance with Item 402(x)(2) of Regulation S‑K, the following table provides information regarding stock option awards granted to our NEOs during the last completed fiscal year within a period beginning four business days before and ending one business day after the filing or furnishing of a Form 10‑Q, Form 10‑K, or Form 8‑K that discloses material nonpublic information (“MNPI”). The Company does not time stock option grants or other equity-based awards to take advantage of the release of MNPI and does not release MNPI for the purpose of affecting the value of executive compensation. On May 9, 2025, as a part of a regularly scheduled meeting, the Compensation and Human Capital Committee approved the annual stock option grant to our NEOs. On May 14, 2025, we filed a Current Report on Form 8‑K (Item 8.01) disclosing that on May 12, 2025 we entered into an underwriting agreement relating to the issuance of multiple series of senior notes (the “Senior Notes Transaction”). Stock options were granted to our NEOs on May 9, 2025, which was within the period described above. The percentage change presented in the table below reflects the change in the closing market price of our class B common stock from the trading day immediately prior to the disclosure of the Senior Notes Transaction to the trading day immediately following such disclosure, as required by Item 402(x)(2). Such grants were not made in contemplation of, nor influenced by, neither the Senior Notes Transaction nor the anticipated disclosure thereof. Each stock option award reflected below was granted with an effective grant date of May 9, 2025 and an exercise price equal to the fair market value of the Company’s class B common stock on the grant date. The options vest at a rate of 20% annually beginning May 9, 2026 and have a 10‑year term. RSUs were also granted to the NEOs (other than the CEO) on May 9, 2025. In accordance with Item 402(x)(2) of Regulation S‑K, the table below reflects only stock options, stock appreciation rights, and similar option‑like instruments. Name Grant Date Number ofSecuritiesUnderlyingthe Award(#) ExercisePrice of theAward($) Grant DateFair Value ofthe Award($) Percentage Change in the ClosingMarket Price of the SecuritiesUnderlying the Award Between theTrading Day Ending ImmediatelyPrior to the Disclosure of MaterialNonpublic Information and theTrading Day Beginning ImmediatelyFollowing the Disclosure of MaterialNonpublic Information(%)(1) Carol Tomé 5/9/2025 72,583 95.89 1,358,754 0.54 Brian Dykes 5/9/2025 22,270 95.89 416,894 0.54 Nando Cesarone 5/9/2025 25,208 95.89 471,894 0.54 Kate Gutmann 5/9/2025 25,208 95.89 471,894 0.54 Bala Subramanian 5/9/2025 21,909 95.89 410,136 0.54 (1)Reflects the change in the closing market price of the Company’s class B common stock from $99.81 on May 13, 2025 (the trading day immediately prior to the disclosure of MNPI) to $100.35 on May 15, 2025 (the trading day immediately following such disclosure), representing an increase of 0.54%. The MNPI was disclosed in the Company’s Current Report on Form 8‑K filed on May 14, 2025, which reported the Company’s entry into an underwriting agreement relating to the issuance of multiple series of senior notes. Consideration of Previous “Say on Pay” Voting Results Our shareowners vote annually, on an advisory basis, to approve the compensation of our NEOs as set out in the Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in the Proxy Statement. See “Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation.” In the most recent advisory vote to approve NEO compensation, taken at the 2025 Annual Meeting of Shareowners, over 84% of votes cast approved our NEO compensation. The Committee carefully considered the results of this vote as well as many other factors in determining the structure and operation of our executive compensation programs. In addition, we regularly engage with our stakeholders, including on executive compensation matters. We use the results of these engagements to inform board and Committee discussions on our executive compensation policies and programs. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement 2025 Summary Compensation Table The following table sets forth the compensation of our NEOs. Name andPrincipal Position Year Salary($)(1) Bonus($)(2) StockAwards($)(3) OptionAwards($)(4) Non-EquityIncentive PlanCompensation($)(5) Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)(6) All OtherCompensation($)(7) Total($) Carol ToméChief ExecutiveOfficer 2025 1,509,713 — 17,550,546 1,358,754 2,264,569 — 195,206 22,878,788 2024 1,509,713 — 18,283,138 1,358,768 2,747,677 — 164,681 24,063,977 2023 1,509,713 — 18,916,192 1,358,762 1,509,713 — 95,671 23,390,051 Brian DykesChief FinancialOfficer 2025 806,567 — 4,806,424 416,894 719,115 123,026 143,624 7,015,650 2024 619,553 — 2,500,130 103,515 758,713 — 117,856 4,099,767 Nando CesaronePresident U.S. andUPS Airline 2025 926,296 — 5,440,640 471,894 814,004 — 125,444 7,778,278 2024 867,501 — 3,901,807 424,211 914,499 — 119,314 6,227,332 2023 840,254 — 4,686,065 407,924 487,837 — 99,161 6,521,241 Kate GutmannPresidentInternational,Healthcare andSupply ChainSolutions 2025 926,296 — 5,440,640 471,894 814,004 534,793 163,009 8,350,636 2024 867,501 — 3,901,807 424,211 914,499 — 148,472 6,256,490 2023 840,254 — 4,686,065 407,924 487,837 3,786,483 152,958 10,361,521 Bala SubramanianChief Digital andTechnology Officer 2025 814,274 — 4,728,469 410,136 707,463 — 90,134 6,750,476 2024 790,556 250,000 3,555,753 386,601 833,385 — 79,671 5,895,966 2023 766,622 500,000 4,139,164 373,540 444,566 — 76,370 6,300,262 (1)Salary earned during the portion of the year that the executive was employed. Brian Dykes became CFO in July 2024, therefore his 2024 salary only reflects six months of service as CFO. (2)Cash transition payments made in connection with Bala Subramanian’s hiring. (3)Aggregate grant date fair value for stock awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Stock awards include LTIP RPUs and the special one-time long-term RSU award made to the NEOs (other than the CEO) in 2025. Information about the assumptions used to value these awards can be found in Note 13 “Stock-Based Compensation” in our 2025 Annual Report on Form 10-K. The amounts reported for these awards may not represent the amounts that the individuals will actually receive. The amounts received, if any, for LTIP RPU awards will ultimately depend on Company performance and the change in our stock price over time. An overview of the features of these awards can be found in the “Compensation Discussion and Analysis” section. Assuming maximum performance, the maximum value of the 2025 LTIP RPU awards at the grant date is as follows: Tomé — $39,358,242; Dykes — $8,254,403; Cesarone — $9,343,522; Gutmann — $9,343,522; and Subramanian — $8,120,636. (4)Aggregate grant date fair value for option awards granted in the applicable year, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 13 “Stock-Based Compensation” in our 2025 Annual Report on Form 10-K. The amounts reported for these awards may not represent the amounts that the individuals will actually receive. The amounts received, if any, ultimately will depend on the change in our stock price over time. An overview of the features of these awards can be found in the “Compensation Discussion and Analysis” section. (5)Consists of the 2025 MIP Award, which is payable in cash. (6)Represents an estimate of the annual increase in the actuarial present value of the NEO’s accrued benefit under our retirement plans for the applicable year, assuming retirement at age 60 (or current age, if later). The actuarial present value of Brian Dykes’ and Kate Gutmann’s respective accrued benefits under our retirement plans increased by $123,026 and $534,793 respectively between the measurement date used for 2024 and the measurement date used for 2025. See “Executive Compensation — 2025 Pension Benefits” for additional information, including assumptions used in this calculation. The change in pension value can be impacted by a number of factors, including additional credited service, changes in amounts of compensation covered by the benefit formula, plan amendments and assumption changes. (7)All other compensation consisted of the following: Name 401(k) PlanRetirementContributions(a)($) RestorationSavings PlanContributions(b)($) 401(k)PlanMatch($) LifeInsurancePremiums($) FinancialPlanningServices($) HealthcareBenefits($) Personal Security Services Total($) ($) Carol Tomé 21,000 104,374 10,500 22,246 15,000 7,080 15,006 195,206 Brian Dykes 28,000 88,069 10,500 1,362 4,053 7,080 4,560 143,624 Nando Cesarone 28,000 63,393 10,500 2,419 14,053 7,080 — 125,445 Kate Gutmann 28,000 105,937 10,500 4,522 6,970 7,080 — 163,009 Bala Subramanian 17,500 37,142 10,500 2,109 8,303 7,080 7,500 90,134 (a)Retirement contributions are based on years of service, as described on page 49. (b)Benefits payable under the UPS 401(k) Savings Plan are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined contribution plan as established by the Internal Revenue Service. Amounts exceeding these limits are paid pursuant to the UPS Restoration Savings Plan. For Brian Dykes and Kate Gutmann, this also includes a transition contribution into the UPS Restoration Savings Plan, as described on page 49. 2025 Grants of Plan-Based Awards The following table provides information about plan-based awards granted during 2025 to each of the NEOs. GrantDate Estimated Possible PayoutsUnder Non-Equity IncentivePlan Awards(1) Estimated Future PayoutsUnder Equity IncentivePlan Awards(2) All OtherStockAwards:Number ofShares ofStock orUnits(#)(3) All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions(#)(4) Exerciseor BasePrice ofOptionAwards($/Sh) GrantDateFair Valueof StockandOptionAwards($)(5) Name Threshold($) Target($) Maximum($) Threshold(#) Target(#) Maximum(#) Carol Tomé — 150,971 3,019,425 6,038,851 — — — — — — — 5/9/2025 — — — 9,328 186,569 410,452 — — — 17,550,546 5/9/2025 — — — — — — — 72,583 95.89 1,358,754 Brian Dykes — 47,941 958,819 1,917,639 — — — — — — — 5/9/2025 — — — 1,956 39,128 86,082 — — — 3,680,771 5/9/2025 — — — — — — — 22,270 95.89 416,894 5/9/2025 — — — — — — 11,739 — — 1,125,653 Nando Cesarone — 54,267 1,085,339 2,170,678 — — — — — — — 5/9/2025 — — — 2,215 44,291 97,440 — — — 4,166,454 5/9/2025 — — — — — — — 25,208 95.89 471,894 5/9/2025 — — — — — — 13,288 — — 1,274,186 Kate Gutmann — 54,267 1,085,339 2,170,678 — — — — — — — 5/9/2025 — — — 2,215 44,291 97,440 — — — 4,166,454 5/9/2025 — — — — — — — 25,208 95.89 471,894 5/9/2025 — — — — — — 13,288 — — 1,274,186 Bala Subramanian — 47,164 943,284 1,886,568 — — — — — — — 5/9/2025 — — — 1,925 38,494 84,687 — — — 3,621,131 5/9/2025 — — — — — — — 21,909 95.89 410,136 5/9/2025 — — — — — — 11,548 — — 1,107,338 (1)Reflects, as applicable, the threshold, target and maximum payouts of the 2025 MIP award for each NEO. These potential payments are performance-based and therefore at risk. (2)Reflects, as applicable, the potential number of RPUs that could be earned under the 2025 LTIP if the threshold, target or maximum performance goals are attained. (3)Reflects the number of RSUs granted under the special one-time long-term RSU award. (4)Reflects the stock options granted under the Stock Option program in 2025. (5)Grant date fair value under FASB ASC Topic 718, excluding the effect of estimated forfeitures, of the LTIP RPUs, special one-time long-term RSU award and stock options, as applicable, granted to each NEO in 2025. Fair values are calculated using the NYSE closing price of UPS class B common stock on the date of grant for RPUs and RSUs, and the Black-Scholes option pricing model for stock options. The grant date fair value of the RPUs granted under the 2025 LTIP, which have performance conditions, are computed based on the probable outcome of the performance conditions. There can be no assurance that any value will ever be realized. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement 2025 Outstanding Equity Awards at Fiscal Year-End The following table shows the number of shares underlying exercisable options, unexercisable options and unvested RSUs and RPUs held by the NEOs on December 31, 2025. Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable(#) Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable(#)(1) OptionExercisePrice($) OptionGrantDate OptionExpirationDate Number ofShares orUnits ofStock ThatHaveNot Vested(#)(2) MarketValue ofShares orUnits ofStock ThatHaveNot Vested($)(3) EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsThatHave NotVested(#)(4) EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested($)(3) Carol Tomé 101,261 — 99.28 6/1/2020 6/1/2030 — — — — 38,095 9,524 165.66 2/10/2021 2/10/2031 — — — — 15,214 10,143 214.58 3/23/2022 3/23/2032 — — — — 13,230 19,846 185.54 3/22/2023 3/22/2033 — — — — 7,818 31,272 154.76 3/20/2024 3/20/2034 — — — — — 72,583 95.89 5/9/2025 5/9/2035 — — 325,145 32,251,133 Brian Dykes 1,953 489 165.66 2/10/2021 2/10/2031 — — — — 924 617 214.58 3/23/2022 3/23/2032 — — — — 974 1,461 185.54 3/22/2023 3/22/2033 — — — — 595 2,383 154.76 3/20/2024 3/20/2034 — — — — — 22,270 95.89 5/9/2025 5/9/2035 12,367 1,226,678 60,706 6,021,428 Nando Cesarone 757 — 106.43 3/1/2018 3/1/2028 — — — — 633 — 104.45 3/22/2018 3/22/2028 — — — — 3,383 — 111.80 2/14/2019 2/14/2029 — — — — 8,226 — 105.54 2/12/2020 2/12/2030 — — — — 7,962 2,654 165.66 2/10/2021 2/10/2031 — — — — 4,348 2,899 214.58 3/23/2022 3/23/2032 — — — — 3,972 5,958 185.54 3/22/2023 3/22/2033 — — — — 2,440 9,764 154.76 3/20/2024 3/20/2034 — — — — — 25,208 95.89 5/9/2025 5/9/2035 13,999 1,388,543 74,111 7,351,070 Kate Gutmann 10,083 — 106.43 3/1/2018 3/1/2028 — — — — 9,704 — 111.80 2/14/2019 2/14/2029 — — — — 15,064 — 105.54 2/12/2020 2/12/2030 — — — — 7,303 1,826 165.66 2/10/2021 2/10/2031 — — — — 5,325 1,332 163.25 3/25/2021 3/25/2031 — — — — 4,674 3,116 214.58 3/23/2022 3/23/2032 — — — — 3,972 5,958 185.54 3/22/2023 3/22/2033 — — — — 2,440 9,764 154.76 3/20/2024 3/20/2034 — — — — — 25,208 95.89 5/9/2025 5/9/2035 13,999 1,388,543 74,111 7,351,070 Bala Subramanian 3,637 5,456 185.54 3/22/2023 3/22/2033 — — — — 2,224 8,898 154.76 3/20/2024 3/20/2034 — — — — — 21,909 95.89 5/9/2025 5/9/2035 12,166 1,206,720 65,566 6,503,492 (1)Stock options generally vest ratably over a five-year period beginning on the first anniversary of the date of grant and expire ten years from the date of grant. Unvested stock options fully vest on the NEO’s retirement date if certain service requirements are met. (2)Special one-time long-term RSU award, and DEUs allocated since the date of such grant, which vests as follows: 25% on each of May 9, 2026 and 2027, and 50% on May 9, 2028; values are rounded to the closest unit. (3)Market value based on NYSE closing price of the class B common stock on the last trading day of the year of $99.19. (4)Potential units to be earned under the 2024 and 2025 LTIP awards, and any DEUs allocated since the grants were made, at target performance level. For the 2025 LTIP award, which has a performance period ending December 31, 2027, the maximum number of RPUs that could have been earned (with DEUs allocated through December 31, 2025) is as follows: Tomé — 433,015; Dykes — 90,814; Cesarone — 102,797; Gutmann — 102,797; and Subramanian — 89,342. For the 2024 LTIP award, which has a performance period ending December 31, 2026, the maximum number of RPUs that could be earned is as follows: Tomé — 282,304; Dykes — 42,739; Cesarone — 60,247; Gutmann — 60,247; and Subramanian — 54,903. 2025 Option Exercises and Stock Vested The following table sets forth the RSUs and RPUs that vested, for each NEO in 2025. No NEOs exercised any stock options in 2025. Option Awards Stock Awards Name Number ofShares Acquiredon Exercise(#) ValueRealizedon Exercise($) Number ofShares Acquiredon Vesting(#)(1) ValueRealizedon Vesting($)(2) Carol Tomé — — 7,790 772,690 Brian Dykes — — 3,138 353,235 Nando Cesarone — — 1,831 181,617 Kate Gutmann — — 1,831 181,617 Bala Subramanian — — 1,676 166,242 (1)Consists of: the 2023 LTIP RPUs that vested on December 31, 2025; and the portion of a prior year RSU award to Brian Dykes that vested in 2025. Vested awards are settled in an equivalent number of shares of class A common stock. (2)Based on the NYSE closing price of the class B common stock on the applicable vesting date. 2025 Pension Benefits The following table quantifies the pension benefits expected to be paid to each NEO from the UPS Retirement Plan and the UPS Excess Coordinating Benefit Plan as of December 31, 2025. The terms of each are described below. Name Plan Name Years ofCredited Service(#)(2) Present Value ofAccumulated Benefit ($)(3) Payments DuringLast Fiscal Year($) Carol Tomé(1) UPS Retirement Plan — — — UPS Excess Coordinating Benefit Plan — — — Total — — — Brian Dykes UPS Retirement Plan 22.58 595,457 — UPS Excess Coordinating Benefit Plan — — — Total — — — Nando Cesarone(1) UPS Retirement Plan — — — UPS Excess Coordinating Benefit Plan — — — Total — — — Kate Gutmann UPS Retirement Plan 33.0 1,489,528 — UPS Excess Coordinating Benefit Plan 33.0 4,055,965 — Total — 5,545,493 — Bala Subramanian(1) UPS Retirement Plan — — — UPS Excess Coordinating Benefit Plan — — — Total — — — (1)Not eligible to participate in the UPS Retirement Plan or the UPS Excess Coordinating Benefit Plan. (2)Represents years of service as of December 31, 2025 for all plans. (3)Total discounted value of the monthly lifetime benefit earned at December 31, 2025, assuming the individual continues in service and retires at age 60 or at the executive’s actual age, if later. The present value is not the monthly or annual lifetime benefit that would be paid to the individual. The present values are based on discount rates of 5.74% and 5.81% for the UPS Retirement Plan and UPS Excess Coordinating Benefit Plan, respectively, at December 31, 2025. The present values assume no pre-retirement mortality and utilize the Pri-2012 healthy mortality table with adjusted mortality improvement after 2012 (no collar for the UPS Retirement Plan and white collar for the UPS Excess Coordinating Benefit Plan), with mortality improvements after 2012 using the MP-2021 projection scale adjusted to converge to 0.5% in 2030 on the SOA Retirement Plan’s Experience Committee model. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Pension Benefits The UPS Retirement Plan is non-contributory and includes substantially all eligible employees of participating domestic subsidiaries who are not members of a collective bargaining unit, as well as certain employees covered by a collective bargaining agreement. The UPS Retirement Plan was closed to new entrants as of July 1, 2016. UPS also sponsors a non-qualified defined benefit plan, the UPS Excess Coordinating Benefit Plan, for non-union employees whose pay and benefits in the qualified plan are limited by the Internal Revenue Service. An employee must be at least age 55 with ten years of service to be eligible to participate in this plan. In the year that an individual first becomes eligible to participate in the UPS Excess Coordinating Benefit Plan, there is an increase for the participant for that year equal to the full present value of the participant’s accrued benefit in the plan. In accordance with the terms of the Excess Coordinating Benefit Plan, following a participant’s retirement, the Company pays an amount equal to the Social Security and Medicare taxes due on the present value of the benefits provided under the plan. The UPS Retirement Plan and UPS Excess Coordinating Benefit Plan provide monthly lifetime benefits to participants and their eligible beneficiaries based on final average compensation at retirement, years of service with UPS and age at retirement. Participants may choose to receive a reduced benefit payable in the form of an annuity that is equivalent to the single lifetime benefit. The plans provide monthly benefits based on the results from up to four benefit formulas. Participants receive the largest benefit from among the applicable benefit formulas. For Kate Gutmann and Brian Dykes, the formula that results in the largest benefit is called the “grandfathered integrated formula.” This formula provides retirement income equal to 58.33% of final average compensation, offset by a portion of the Social Security benefit. A participant with less than 35 years of benefit service receives a proportionately lesser amount. Participants earn benefit service for the time they work as an eligible UPS employee. For purposes of the formulas, compensation includes salary and an eligible portion of the MIP award. The average final compensation for each participant in the plans is the average covered compensation of the participant during the five highest consecutive years out of the last ten full calendar years of service. Benefits payable under the UPS Retirement Plan are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined benefit plan as prescribed and adjusted from time to time by the Internal Revenue Service. Eligible amounts exceeding these limits will be paid from the UPS Excess Coordinating Benefit Plan. Under this plan, participants receive the benefit in the form of a life annuity. The UPS Retirement Plan and UPS Excess Coordinating Benefit Plan permit participants with 25 or more years of benefit service to retire as early as age 55 with only a limited reduction in the amount of their monthly benefits. NEOs eligible to retire at age 60 receive unreduced benefits from these plans. In addition, these plans allow participants with ten years or more of service to retire at age 55 with a larger reduction in the amount of their benefit. These plans froze accruals after December 31, 2022. 2025 Non-Qualified Deferred Compensation The following table shows NEO and Company contributions or credits, earnings and account balances for the NEOs in the UPS Deferred Compensation Plan and UPS Restoration Savings Plan for 2025. Name Plan Name ExecutiveContributionsin Last FY($)(1) RegistrantContributionsin Last FY($)(2) AggregateEarningsin Last FY($)(3) AggregateWithdrawals/Distributions($) AggregateBalance atLast FYE ($)(4) Carol Tomé UPS Deferred Compensation Plan 3,163,995 — 1,559,053 — 15,401,535 UPS Restoration Savings Plan — 93,027 31,223 — 421,330 Outstanding Non-employee Director RSU Awards — — (572,560) — 3,008,041 Brian Dykes UPS Deferred Compensation Plan 40,328 — 31,682 — 234,449 UPS Restoration Savings Plan — 57,341 19,631 — 129,057 Nando Cesarone UPS Restoration Savings Plan — 58,572 30,588 — 296,372 Kate Gutmann UPS Deferred Compensation Plan — — (42,175) — 360,629 UPS Restoration Savings Plan — 92,387 26,429 — 224,309 Bala Subramanian UPS Restoration Savings Plan — 36,027 12,527 — 94,569 (1)Amounts are also included in the “Salary” column of the 2025 Summary Compensation Table, other than amounts attributed to the deferral of the 2024 MIP, paid in 2025 as follows: Tomé — $2,635,595. The 2024 MIP deferral was included in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. (2)Reflects Company contributions credited to the NEO’s Restoration Savings Plan account during fiscal 2025, whereas the Summary Compensation Table reflects Company contributions in respect of fiscal 2025 compensation. As a result, a portion of this amount is disclosed as “All Other Compensation” in the 2024 Summary Compensation Table and a portion is disclosed as “All Other Compensation” in the 2025 Summary Compensation Table. (3)No amounts in this column are reported in the 2025 Summary Compensation Table. (4)Certain amounts in this column represent salary, bonus or stock options contributed by the NEO to the plans in prior years as follows: Tomé — $7,743,949; Dykes — $107,385; and Gutmann — $118,149. The deferred compensation features in the UPS Deferred Compensation Plan and the UPS Restoration Savings Plan are described below. Not all of the NEOs participate in each feature of the UPS Deferred Compensation Plan. Salary Deferral Feature Prior to December 31, 2004, contributions could be deferred from executive officers’ monthly salary and from certain bonuses. Also prior to December 31, 2004, non-employee directors could defer retainer and meeting fees quarterly. Assets from the discontinued UPS Retirement Plan for Outside Directors were transferred to the 2004 and Before Salary Deferral Feature in 2003. No contributions were permitted after December 31, 2004, except as described below. Since January 1, 2005, executive officers have been able to defer 1% to 35% of their monthly salary and 1% to 80% of the cash portion of the MIP award. They may also defer excess pre-tax contributions if the UPS 401(k) Savings Plan fails the annual average deferral percentage test. Non-employee directors may defer retainer fees quarterly. Elections are made annually for the following calendar year. Stock Option Deferral Feature Assets are invested solely in shares of UPS stock. Non-qualified or incentive stock options which vested prior to December 31, 2004, were deferrable during the annual enrollment period for the following calendar year. Participants deferred receipt of UPS stock that would otherwise be taxable upon the exercise of the stock option. The shares received upon exercise of these options are deferred into a rabbi trust. The shares held in this trust are classified as treasury stock, and the liability to participating employees is classified as “deferred compensation obligations” in the shareowners’ equity section of the balance sheet. No deferrals of stock options were permitted after December 31, 2004. As a result of the requirements applicable to non-qualified deferred compensation arrangements under Section 409A of the Internal Revenue Code and related guidance, deferral of stock options is no longer offered under the UPS Deferred Compensation Plan for options that vested after December 31, 2004. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Withdrawals and Distributions Under the UPS Deferred Compensation Plan For the 2004 and Before Salary Deferral Feature, participants may elect to receive the funds in a lump sum or up to a ten-year installment (of 120 monthly payments), subject to restrictions if the balance is less than $20,000. For the 2005 and Beyond Salary Deferral Feature, participants may elect to receive funds in a lump sum or up to a ten-year installment (120 monthly payments), subject to certain restrictions. For the Stock Option Deferral Feature, participants may elect to receive shares in a lump sum or up to ten annual installments, subject to restrictions if the balance is less than $20,000. The distribution of shares occurs pro-rata based on the type of stock options (non-qualified or incentive) that were originally deferred. The distribution election under the 2005 and Beyond Salary Deferral Feature may only be changed one time, but may be changed more frequently under the 2004 and Before Salary Deferral Feature and the Stock Option Deferral Feature. Hardship distributions are permitted under all three features of the UPS Deferred Compensation Plan. Withdrawals are not permitted under the 2005 and Beyond Salary Deferral Feature, but withdrawals are permitted for 100% of the account under the 2004 and Before Salary Deferral Feature and Stock Option Deferral Feature. However, withdrawals will result in a forfeiture of 10% of the participant’s total account balances. No Company contributions are made to any of the three features of the UPS Deferred Compensation Plan. The aggregate balances shown in the table above represent amounts that the NEOs have earned but elected to defer, plus earnings (or less losses). There are no above-market or preferential earnings in the UPS Deferred Compensation Plan. The investment options mirror those in the UPS 401(k) Savings Plan. Dividends earned on shares of UPS stock in the UPS Deferred Compensation Plan are earned at the same rate as all other class A and class B shares of common stock. Dividends are added to the participant’s deferred compensation balance. Deferral elections made under the UPS Deferred Compensation Plan are irrevocable once made. UPS Restoration Savings Plan Benefits payable under the UPS 401(k) Savings Plan are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined contribution plan as established by the Internal Revenue Service. Amounts exceeding these limits are paid pursuant to the UPS Restoration Savings Plan, which is a non-qualified restoration plan designed to replace the benefits limited under the tax-qualified plan. Without the UPS Restoration Savings Plan, executive officers would receive a lower benefit as a percent of eligible compensation than the benefit received by other participants in the UPS Savings Plan. Potential Payments on Termination or Change in Control Executive officers serve without employment contracts, as do most of our other U.S.-based non-union employees. In connection with each of Carol Tomé’s and Bala Subramanian’s hiring, we entered into protective covenant agreements with them which protect UPS’s confidential information and include non-competition and non-solicitation covenants in favor of UPS. The Severance Plan provides for severance compensation and benefits upon certain terminations of employment of key employees, including the NEOs. The protections under the Severance Plan replace cash severance benefits (if any) to which a participating employee would have otherwise been entitled under their protective covenant agreement (as described above). The Severance Plan in general provides that if the Company terminates the employment of a participant other than due to “Cause,” “Disability Termination” or death (a “Qualifying Termination”), the Company will pay: (i) an amount in cash equal to a pro-rata portion of the individual’s annual performance incentive award under the MIP that would have been earned for the year of termination, based on actual performance for the full performance period, with the pro-rata portion calculated based on the number of months during which the individual was employed by the Company during the applicable year; (ii) an amount in cash equal to one time ( two times for the CEO) the sum of the participant’s annual base salary plus the participant’s target MIP performance award in effect as of the termination date; (iii) an amount in cash equal to the portion of the participant’s monthly Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premium for the participant and the participant’s dependents to the extent it exceeds the premiums paid by the participant for such coverage immediately prior to termination times the number of months in the participant’s applicable COBRA period; and (iv) career counseling services up to $20,000 ( $30,000 for the CEO). In addition, with respect to options held by retirement-eligible employees and RPUs granted under the LTIP, in each case granted on or after the effective date of the Severance Plan, a participant who experiences a Qualifying Termination will generally be entitled to the same treatment that would apply in the event of “retirement” under the terms of such awards. With respect to stock options granted to a participant on or after the effective date of the Severance Plan, such stock options (to the extent the participant is not retirement eligible and that are vested as of the date of the Qualifying Termination) will remain exercisable until the earlier of the first anniversary of the termination date or the original expiration date of the stock options. For terminations of employment not governed by retention arrangements or awards made prior to the effective date of the Severance Plan, our equity incentive plans and related documents contain provisions that affect outstanding awards to all plan participants, including the NEOs, in the event of a participant’s death, disability, retirement or a change in control (as defined below) of the Company. Upon a participant’s death, disability or retirement, stock options immediately vest and remain exercisable until the tenth anniversary of the date of grant, and shares of restricted stock, or RPUs that are no longer subject to performance conditions, will immediately vest. In the case of a participant’s death, shares (or cash, as applicable) attributable to the number of restricted shares or RPUs will be transferred to the participant’s estate within 90 days. In the case of a participant’s disability or retirement, shares (or cash, as applicable) attributable to the number of restricted shares or RPUs will be transferred to the participant on the same schedule as if they had remained employed. Shares of restricted stock and RPUs that are still subject to performance conditions will be deemed earned on a prorated basis for the number of months worked during the performance period. In the case of a participant’s death, shares (or cash, as applicable) attributable to the prorated number of restricted shares or RPUs calculated at target performance level will be transferred to the participant’s estate within 90 days. In the case of a participant’s disability or retirement, shares (or cash, as applicable) attributable to the prorated number of restricted shares or RPUs calculated based on actual performance results for the full performance period will be transferred to the participant following the end of the performance period. With respect to the special one-time long-term RSU awards made in 2025, upon a participant’s death, such unvested RSUs and related DEUs will become fully vested and shares attributable to such RSUs and related DEUs will be transferred to the participant’s estate. Upon a participant’s disability, the unvested RSUs and related DEUs will continue to vest as if the participant remained an employee through each remaining vesting date. Upon a change in control, if the successor company does not continue, assume or substitute other grants for outstanding awards, or upon a change in control followed by a termination of the grantee’s employment by UPS without cause or by the grantee for good reason, stock options will immediately vest and become exercisable. In each such event, shares of restricted stock, RSUs or RPUs that are no longer subject to performance conditions will immediately vest. Awards that are still subject to performance conditions will be deemed earned to the extent that actual achievement of the applicable performance conditions can be determined, or on a prorated basis for the portion of the performance period completed prior to the change in control or qualifying termination, based on target or actual performance. Other Outstanding Awards; No Tax Gross-Ups Any other awards which may be outstanding would vest and be paid generally as described above (except, where applicable, timing of payment generally will be tied to such change in control, rather than termination or resignation). We do not provide for the payment of tax gross-ups on outstanding awards. The following table shows the potential payments upon a termination of employment under various circumstances, assuming the event occurred on December 31, 2025. The closing price per share of our class B common stock on the NYSE on the last trading day of 2025 was $99.19. The actual amounts to be paid under any of the scenarios can only be determined at the time of such NEO’s separation from the Company. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Name SeparationPay(1)($) Accelerated/ContinuedVesting of EquityAwards(2)($) Benefits(3) Total($) Carol Tomé Termination (voluntary or involuntary for cause) — — — — Termination (involuntary without cause) 9,082,166 14,993,064 — 24,075,230 Change in Control (with qualifying termination) 9,082,166 15,232,588 — 24,314,754 Retirement — 15,232,588 — 15,232,588 Death — 15,232,588 — 15,232,588 Disability — 15,232,558 — 15,232,558 Brian Dykes Termination (voluntary or involuntary for cause) — — — — Termination (involuntary without cause) 1,827,585 2,649,464 — 4,477,049 Change in Control (with qualifying termination) 1,827,585 3,949,633 — 5,777,218 Retirement — — — — Death — 3,949,633 — 3,949,633 Disability — 3,949,633 — 3,949,633 Nando Cesarone Termination (voluntary or involuntary for cause) — — — — Termination (involuntary without cause) 2,062,983 3,355,796 — 5,418,779 Change in Control (with qualifying termination) 2,062,983 4,827,525 — 6,890,508 Retirement — — — — Death — 4,827,525 — 4,827,525 Disability — 4,827,525 — 4,827,525 Kate Gutmann Termination (voluntary or involuntary for cause) — — — — Termination (involuntary without cause) 2,064,155 3,355,796 — 5,419,951 Change in Control (with qualifying termination) 2,064,155 4,827,525 — 6,891,680 Retirement — 4,827,525 608,487 5,436,012 Death — 4,827,525 — 4,827,525 Disability — 4,827,525 — 4,827,525 Bala Subramanian Termination (voluntary or involuntary for cause) — — — — Termination (involuntary without cause) 1,798,367 2,992,959 — 4,791,326 Change in Control (with qualifying termination) 1,798,367 4,271,978 — 6,070,345 Retirement — — — — Death — 4,271,978 — 4,271,978 Disability — 4,271,978 — 4,271,978 (1)Represents the benefits under the UPS Key Employee Severance Plan. For Carol Tomé, represents two times her annual base salary, two times her target MIP award (200% of base salary) and COBRA premium. For the other NEOs, represents the sum of their annual base salary, target MIP award (115% of base salary) and COBRA premium. (2)Represents the value of accelerated or continued vesting of stock options, RSUs and RPUs in accordance with the terms of our equity incentive plans and the applicable award certificates. Also includes the 2024 and 2025 LTIP awards calculated at target. The performance measurement period for the 2024 LTIP award ends December 31, 2026, and the performance measurement period for the 2025 LTIP award ends December 31, 2027. (3)Represents the actuarial present value of the incremental non-qualified amounts payable upon change in control, early retirement, death and disability from the UPS Excess Coordinating Benefit Plan. For information about the UPS Excess Coordinating Benefit Plan, see the Pension Benefits table and related narrative. The same assumptions were used to calculate the present value of the amounts in the table that were used for the Pension Benefits table except that benefits are assumed to be payable immediately as of December 31, 2025, (or age 55 if later), instead of age 60. Only individuals eligible for early retirement (age 55 with ten years of service) who are not yet age 60 have an early retirement value in the table. Other Amounts The previous table does not include payments and benefits to the extent they are generally provided on a non-discriminatory basis to salaried employees not subject to a collective bargaining agreement upon termination of employment. These include: life insurance upon death in the amount of 12 times the employee’s monthly salary, with a December 31, 2025 maximum benefit payable of $1 million; a death benefit in the amount of three times the employee’s monthly salary; disability benefits; and accrued vacation amounts. The previous table also does not include amounts to which the executives would be entitled to receive that are already described in the compensation tables that appear earlier in this Proxy Statement, including: the value of vested equity awards; amounts payable under defined benefit pension plans (except as described above with respect to Kate Gutmann); and amounts previously deferred into the deferred compensation plan. Definition of a Change in Control A change in control as defined in our equity incentive compensation plans is generally deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: •The consummation of a reorganization, merger, share exchange or consolidation, in each case, where persons who were shareowners of UPS immediately prior to such reorganization, merger, share exchange or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power of the reorganized, merged, surviving or consolidated company’s then-outstanding securities entitled to vote generally in the election of directors in substantially the same proportions as immediately prior to the transaction; or a liquidation or dissolution of UPS or the sale of substantially all of UPS’s assets; or •Individuals who, as of any date (the “Beginning Date”), constitute the board (the “Incumbent Board”) and who, as of the end of the two-year period beginning on such Beginning Date, cease for any reason to constitute at least a majority of the board, provided that any person becoming a director subsequent to the Beginning Date whose election, or nomination for election by UPS’s shareowners, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of UPS, as such terms are used under applicable SEC rules and requirements) shall be considered as though such person were a member of the Incumbent Board. Equity Compensation Plans The following table sets forth information as of December 31, 2025, concerning shares of our common stock authorized for issuance under our equity compensation plans. Plan category Number of Securitiesto be IssuedUpon Exercise ofOutstanding Options,Warrants and Rights(a) Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights($)(b) Number of SecuritiesRemaining Available for FutureIssuance Under EquityCompensation Plans(Excluding SecuritiesReflected in Column (a))(c) Equity compensation plans approved by security holders(1) 5,945,149 125.08 13,820,100(2) Equity compensation plans not approved by security holders — N/A — Total 5,945,149 125.08 13,820,100 (1)Includes all equity incentive compensation plans and the Discounted Employee Stock Purchase Plan, each of which has been approved by our shareowners. Effective with the approval of the 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”) in May 2021, no additional securities may be issued under prior equity incentive compensation plans. Awards that do not entitle the holder to receive or purchase shares and awards that are settled in cash are not counted against the aggregate number of shares available for awards under the 2021 Plan. Awards that are subject to performance conditions are reported at the maximum performance level, which may overstate the dilution associated with such awards. (2)In addition to grants of options, warrants or rights, this number includes up to 5,945,149 shares of common stock or other stock-based awards that may be issued under the 2021 Plan, and up to 7,874,951 shares of common stock that may be issued under the Discounted Employee Stock Purchase Plan. This number does not include shares under prior equity incentive compensation plans because no new awards may be made under those plans. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement Median Employee to CEO Pay Ratio As required by Item 402(u) of Regulation S-K, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. For purposes of this disclosure, the 2025 annual total compensation of the median compensated employee was $66,268; our CEO’s 2025 annual total compensation was $22,892,052, and the ratio of these amounts was 345-to-one. Our CEO’s 2025 annual total compensation was different from the amount included in the 2025 Summary Compensation Table “Total” column. Amounts related to healthcare benefits, which are available generally to all salaried employees of the Company, are included in the annual total compensation amounts above. The CEO’s and median employee’s Company-paid healthcare benefit amounts were $13,264 and $6,817, respectively. For the CEO, this amount is not included in the 2025 Summary Compensation Table, as permitted by SEC regulations. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. As permitted by SEC rules, for our 2025 pay ratio reported above, we used a median employee whose compensation substantially similar to the prior year median compensated employee, who is no longer employed by the Company. We believe there has been no change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure. For these purposes, we identified the median compensated employee from our employee population as of October 1, 2023, using total taxable wages (Form W-2 Box 1 or equivalent) paid to our employees in fiscal year 2023. We determined our total workforce as of October 1, 2023, which consisted of 485,504 employees. During 2023, UPS acquired Happy Returns and MNX Global Logistics. These entities employed 326 and 791 employees, respectively. As permitted by SEC rules, under the 5% “De Minimis Exemption,” we excluded 22,994 non-U.S. employees, or 4.7% of our total workforce. As a result of these exclusions, our median compensated employee was identified from an employee population of 462,510 employees. The excluded countries and their employee populations were as follows: Argentina (202), Australia (500), Austria (214), Bahrain (30), Belgium (1,157), Brazil (1,502), Chile (357), Costa Rica (379), Czechia (566), Denmark (565), Dominican Republic (87), Ecuador (269), Egypt (20), El Salvador (4), Finland (184), Greece (160), Guam (1), Guatemala (54), Honduras (6), Hong Kong (803), Hungary (498), Indonesia (114), Ireland (883), Italy (1,748), Jamaica (3), Japan (622), Jersey (1), Kazakhstan (38), Luxembourg (13), Macau (2), Malaysia (251), Morocco (65), New Zealand (43), Nicaragua (18), Nigeria (222), Norway (100), Pakistan (50), Panama (32), Peru (167), Philippines (1,305), Portugal (280), Puerto Rico (442), Romania (122), Russia (5), South Korea (522), Singapore (1,055), Slovakia (29), Slovenia (58), South Africa (260), Spain (1,548), Sweden (935), Switzerland (759), Taiwan (872), Thailand (436), Turkey (1,548), U.S. Virgin Islands (10), Ukraine (106), United Arab Emirates (442) and Vietnam (330). Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following table and related disclosures. Year(1) SummaryCompTable Totalfor PEO($) Comp Actually Paid to PEO($) AverageSummaryCompTable Totalfor Non-PEONamedExecutiveOfficers($) AverageCompActually Paidto Non-PEONamedExecutiveOfficers($) Value of Initial Fixed $100Investment Based on: Net Income(GAAP)(millions)($) Non-GAAPAdjustedOperatingProfit(3)(millions)($) Total Peer Group(2)TotalShareholderReturn($) Shareholder Return ($) 2025 22,878,788 10,260,804 7,473,760 5,057,563 74.69 136.89 5,572 8,661 2024 24,063,977 9,185,261 6,059,067 1,713,257 87.89 120.71 5,782 8,894 2023 23,390,051 15,171,604 7,631,274 4,457,788 105.29 121.34 6,708 9,873 2022 18,965,201 13,072,062 6,714,395 5,141,166 111.96 108.02 11,548 13,853 2021 27,620,893 43,250,361 10,489,120 19,573,719 133.61 129.04 12,890 13,144 (1)For all periods presented, Carol Tomé has been the principal executive officer (“PEO”). In 2025, the Non-PEO NEOs were Brian Dykes, Nando Cesarone, Kate Gutmann and Bala Subramanian. In 2024, the Non-PEO NEOs were Brian Dykes, Brian Newman, Nando Cesarone, Kate Gutmann and Bala Subramanian. In 2023 and 2022, the Non-PEO NEOs were Brian Newman, Nando Cesarone, Kate Gutmann and Bala Subramanian. In 2021, the Non-PEO NEOs were Brian Newman, Scott Price, Nando Cesarone and Kate Gutmann. (2)Our peer group is represented by the Dow Jones Transportation Average. (3)In accordance with SEC rules, we are required to include in the above table the most important financial performance measure (not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers for 2025 to Company performance. We consider this measure to be non-GAAP Adjusted Operating Profit, which is calculated by excluding the following items from Operating Profit determined in accordance with GAAP: for 2025, transformation strategy costs, goodwill and asset impairment charges, and a net loss on divestiture; for 2024, transformation strategy costs, gain on divestiture, a one-time payment for an international regulatory matter, goodwill and asset impairment charges, expense for a separate regulatory matter, and a charge related to a multiemployer pension plan withdrawal; for 2023, a one-time compensation representing a payment to certain U.S.-based non-union part-time supervisors, goodwill and asset impairment charges, and transformation strategy costs; for 2022, a one-time non-cash expense related to stock-based awards that were accelerated to fully vest in 2022 in connection with a change in incentive compensation program design, a one-time non-cash charge reflecting a reduction in the estimated residual value of fully-depreciated MD-11 aircraft, and transformation strategy costs; and for 2021, transformation strategy costs, goodwill and asset impairment charges, and divestitures. PEO SCT Total to CAP Reconciliation Year Summary CompensationTable Total for PEO($) Deductions fromSCT Total(1)($) Additions and otheradjustments to SCT Total(2)($) Compensation Actually Paid ($) 2025 22,878,788 18,909,300 6,291,316 10,260,804 2024 24,063,977 19,641,906 4,763,190 9,185,261 2023 23,390,051 20,274,954 12,056,507 15,171,604 2022 18,965,201 16,275,515 10,382,376 13,072,062 2021 27,620,893 24,795,449 40,424,917 43,250,361 (1)Grant-date fair value of stock awards granted during the year (2025: $17,550,546, 2024: $18,283,138, 2023: $18,916,192, 2022: $15,046,968, 2021: $23,670,426), the grant-date fair value of option awards granted during the year (2025: $1,358,754, 2024: $1,358,768, 2023: $1,358,762, 2022: $1,228,547, 2021: $1,125,023) and the aggregate change in the actuarial present value of accumulated benefits under pension plans (2025: $—, 2024: $—, 2023: $—, 2022: $—, 2021: $—). (2)Service cost for defined benefit pension plans (2025: $—, 2024: $—, 2023: $—, 2022: $—, 2021: $—), and the value of equity awards calculated using the required methodology for determining CAP, as further detailed in the table below. Notice of Annual Meeting of Shareowners and 2026 Proxy Statement PEO Equity Component of CAP Year Year End Fair Value of Equity Awards Granted in the Year Change in Fair Value from Prior Year End to Year End of Outstanding Unvested Equity Awards Granted in Prior Years Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year Fair Value as of Prior Year End of Equity Awards Forfeited in the Year Total Equity Award Adjustments ($) ($) ($) ($) ($) ($) 2025 20,077,430 (4,196,558) — (9,589,556) — 6,291,316 2024 14,961,235 (4,644,851) — (5,553,194) — 4,763,190 2023 14,112,488 (3,170,240) 2,071,950 (957,691) — 12,056,507 2022 12,805,107 (5,289,424) — 2,866,693 — 10,382,376 2021 33,072,440 6,256,043 — 1,096,434 — 40,424,917 •Stock awards issued under the MIP are valued at the NYSE closing price of UPS class B stock at each applicable date. •Outstanding stock awards issued under the LTIP are valued using a Monte Carlo model at each reporting date with performance outcomes assumed to be at target. LTIP awards that vest during the period are valued using actual performance outcomes and the NYSE closing price of UPS class B stock on the vesting date. •Option awards are valued using a Black-Scholes option pricing model that reflects the award’s exercise price relative to the NYSE closing price of UPS class B common stock at each valuation date. •Stock award valuations include reinvested dividends where applicable. Average Non-PEO NEOs SCT Total to CAP Reconciliation Year Summary CompensationTable Total for Other NEOs($) Deductions fromSCT Total(1)($) Additions and otheradjustments to SCT Total(2)($) Compensation Actually Paid ($) 2025 7,473,760 5,711,203 3,295,006 5,057,563 2024 6,059,067 4,065,134 (280,676) 1,713,257 2023 7,631,274 6,111,238 2,937,752 4,457,788 2022 6,714,395 5,656,642 4,083,413 5,141,166 2021 10,489,120 8,564,070 17,648,669 19,573,719 (1)Average grant date fair value of stock awards granted during the year (2025: $5,104,043, 2024: $3,713,647, 2023: $4,765,597, 2022: $5,378,818, 2021: $8,200,584), the average grant date fair value of option awards granted during the year (2025: $442,705, 2024: $351,486, 2023: $399,020, 2022: $277,825, 2021: $351,349) and the average aggregate change in the actuarial present value of accumulated benefits under pension plans (2025: $164,455, 2024: $—, 2023: $946,621, 2022: $—, 2021: $12,137). (2)Average service cost for defined benefit pension plans (2025: $—, 2024: $—, 2023: $—, 2022: $44,219, 2021: $40,127), and the value of equity awards calculated using the required methodology for determining CAP, as further detailed in the table below. Average Non-PEO NEOs Equity Component of CAP Year Year End Fair Value of Equity Awards Granted in the Year Change in Fair Value from Prior Year End to Year End of Outstanding Unvested Equity Awards Granted in Prior Years Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year Fair Value as of Prior Year End of Equity Awards Forfeited in the Year Total Equity Award Adjustments ($) ($) ($) ($) ($) ($) 2025 4,594,997 449,560 — (1,749,551) — 3,295,006 2024 2,466,569 (771,043) — (1,361,426) (614,776) (280,676) 2023 3,467,543 (884,732) 546,548 (191,607) — 2,937,752 2022 4,841,330 (1,551,105) — 748,969 — 4,039,194 2021 12,120,687 2,762,650 — 2,725,205 — 17,608,542 •Stock awards issued under the MIP are valued at the NYSE closing price of UPS class B stock at each applicable date. •Outstanding stock awards issued under the LTIP are valued using a Monte Carlo model at each reporting date with performance outcomes assumed to be at target. LTIP awards that vest during the period are valued using actual performance outcomes and the NYSE closing price of UPS class B stock on the vesting date. •Option awards are valued using a Black-Scholes option pricing model that reflects the award’s exercise price relative to the NYSE closing price of UPS class B common stock at each valuation date. •Stock award valuations include reinvested dividends where applicable. The following table lists what we believe represents the most important financial performance measures we used to link compensation actually paid to our NEOs for fiscal 2025 to our performance. Tabular List Non-GAAP adjusted operating profit Revenue Non-GAAP adjusted earnings per share Non-GAAP adjusted free cash flow Non-GAAP adjusted operating return on invested capital Notice of Annual Meeting of Shareowners and 2026 Proxy Statement