8-KFiling Date: Aug 31, 2026

United Parcel Service (UPS)

Executive Change, Reg FD Disclosure, Financial Statements

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ACC: 0001628280-26-059609

Event Type

Executive ChangeReg FD DisclosureFinancial Statements
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Event Description

Item 5.02. Executive Change
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On August 31, 2026, United Parcel Service, Inc. announced that Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire from those positions effective September 1, 2026, remaining in a transitional role through March 31, 2027, when she is expected to retire from all positions with the Company. The Company appointed Wilfredo Ramos, who has over twenty years of UPS experience and most recently served as President Asia Pacific Region, Global Brokerage, Customer Solutions and Global Revenue Operations, as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer. In connection with related leadership changes, the Company entered into retention agreements with Nando Cesarone (previously Executive Vice President and President U.S., now Executive Vice President and Chief Global Operations Officer), receiving a restricted stock unit (RSU) award valued at $6.0 million, and Bala Subramanian, Executive Vice President and Chief Digital and Technology Officer, receiving an RSU award valued at $3.0 million. The RSUs will be calculated using the closing price of UPS Class B common stock on the September 1, 2026 grant date and vest 25% on September 1, 2027, 25% on September 1, 2028, and 50% on September 1, 2029, subject to continued employment, with unvested RSUs forfeited upon termination except in cases of disability (continued vesting) or death (immediate full vesting); the agreements are filed as Exhibits 10.1 and 10.2 to the Form 8-K.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 31, 2026, United Parcel Service, Inc. (the Company ) announced that Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire from her current positions, effective September 1, 2026. Ms. Gutmann has agreed to remain with the Company in a transitional role through March 31, 2027, at which time she is expected to retire from all positions with the Company. In connection with her retirement, the Company has appointed Wilfredo Ramos to serve as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer. Mr. Ramos has over twenty years experience with the Company, most recently serving as President Asia Pacific Region, Global Brokerage, Customer Solutions and Global Revenue Operations. In connection with certain related changes in executive leadership operational responsibilities, the Company is entering into retention agreements with each of Nando Cesarone, who has been serving as Executive Vice President and President U.S., and who will now serve as Executive Vice President and Chief Global Operations Officer, and Bala Subramanian, Executive Vice President and Chief Digital and Technology Officer. Under their respective agreements, Mr. Cesarone will receive a restricted stock unit ( RSU ) award valued at $6.0 million, and Mr. Subramanian will receive a RSU award valued at $3.0 million. In each case, the number of RSUs granted will be calculated by dividing the award amount by the closing price of UPS Class B common stock on the September 1, 2026 grant date. The awards will vest as follows: 25 percent on September 1, 2027, 25 percent on September 1, 2028, and 50 percent on September 1, 2029, subject to continued employment through each applicable vesting date. Except as described below, unvested RSUs will be forfeited as of the date employment with the Company terminates. If employment terminates due to disability, unvested RSUs will continue to vest. If employment terminates due to death, unvested RSUs will immediately become fully vested. The foregoing descriptions of the retention agreements are qualified in their entirety by reference to the full text of the applicable agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 , respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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Event Description

Item 7.01. Reg FD Disclosure
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On August 31, 2026, United Parcel Service (NYSE: UPS) issued a press release (Exhibit 99.1) announcing executive leadership changes and a new global operating model effective September 1, 2026. Kate Gutmann, EVP and President, International, Healthcare and Supply Chain Solutions, will retire for personal family reasons after a nearly 37-year career, with September 1, 2026 as her final day in the role and continued service as a strategic advisor through March 2027; Wilfredo Ramos, currently head of UPS's Asia Pacific and Brokerage businesses, will succeed her as EVP and Chief International, Healthcare and Supply Chain Solutions Officer. Under the new operating model—announced following completion of the Amazon volume glide-down and network reconfiguration initiatives in June 2026—Nando Cesarone was appointed EVP and Chief Global Operations Officer and Matt Guffey EVP and Chief U.S. Domestic Officer (responsible for Small Package, Roadie, Happy Returns, The UPS Store, and Mail Innovations), while a search is underway for a newly created EVP and Chief Global Commercial Strategy Officer position. Effective September 1, 2026, the executive leadership team reporting to CEO Carol Tom comprises Norm Brothers (Chief Legal and Compliance Officer), Nando Cesarone, Brian Dykes (Chief Financial Officer), Darrell Ford (Chief Human Resources Officer), Matt Guffey, Wilfredo Ramos, Bala Subramanian (Chief Digital and Technology Officer), and a TBD Chief Global Commercial Strategy Officer; UPS reported 2025 revenue of $88.7 billion.

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Item 7.01. Regulation FD Disclosure On August 31, 2026, the Company issued a press release describing the changes in executive leadership operational responsibilities discussed above and related matters. A copy of the press release is attached hereto as Exhibit 99.1 .
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EX-99.1exhibit991leadershipchange.htm5,473 charsexpand_more
EX-99.1 4 exhibit991leadershipchange.htm EX-99.1 DocumentExhibit 99.1UPS Announces Executive Leadership Changesand New Global Operating Model Effective September 1, 2026ATLANTA, August 31, 2026 UPS (NYSE UPS) today announced that Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire for personal family reasons.During her nearly 37-year career with UPS, Gutmann has exemplified customer-focused leadership and operational excellence. Over the last six years, she has played a central role in advancing UPS's strategic differentiation, positioning the company as the global leader in complex healthcare logistics. She also successfully guided the international business through the most significant changes in U.S. trade policy in nearly a century while delivering industry-leading operating margins across the three business units under her leadership. Kate represents the very best of UPS, said Carol Tom , Chief Executive Officer of UPS. Throughout her career, she has championed our customers, strengthened our global capabilities, and delivered exceptional results. I am incredibly grateful for her leadership, wisdom, and partnership. While September 1 will be her final day in her current role, I am pleased that Kate will continue to serve as a strategic advisor through March 2027. Reflecting on my journey at UPS which began with an internship and expanded to assignments around the globe, I m deeply grateful. I want to thank my family for their support, and the executive team and our amazing employees for their unmatched drive and commitment. I m proud of what we ve built together and the impact we make every day helping our valued customers succeed in the global market, said Kate Gutmann.Gutmann will be succeeded by UPS veteran Wilfredo Ramos, who will assume her role as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer.Ramos currently leads UPS's Asia Pacific and Brokerage businesses. During his more than 20 years with the company, he has held leadership positions of increasing responsibility across multiple regions and business units, helping drive growth, operational excellence, and customer-focused innovation. Evolving into a Global Operating ModelFollowing the successful completion of its Amazon volume glide-down and network reconfiguration initiatives in June 2026, UPS has shifted its focus to accelerating profitable growth. To support this next chapter, UPS will evolve from an international company into a truly global enterprise through a new operating model designed to better leverage the power of its worldwide network.The new model will enable UPS to serve customers with greater consistency, agility, and scale. It also supports the company's continued evolution from a small package carrier to a provider of integrated logistics solutions.Under this approach, UPS will standardize critical operational processes across geographies while maintaining the flexibility necessary to meet the unique needs of local markets.To lead this model, Nando Cesarone has been appointed Executive Vice President and Chief Global Operations Officer. In this role, Cesarone will oversee the company's global air network and gateways, surface transportation, building and engineering operations, Intelligent Network of the Future initiatives, automotive operations, and sustainability functions.Matt Guffey has been appointed Executive Vice President and Chief U.S. Domestic Officer, with responsibility for UPS's U.S. businesses, including Small Package, Roadie, Happy Returns, The UPS Stores, and Mail Innovations.In addition, UPS is creating a new role of Executive Vice President and Chief Global Commercial Strategy Officer, responsible for global strategy, marketing and communications, product management, and pricing. A search is underway to identify the executive who will fill this position. At UPS, we intend to leverage the full power of our global network, said Tom . By combining global standardization with local market responsiveness, we will create greater efficiency, enhance customer experience, and strengthen our ability to grow around the world. Executive Leadership TeamEffective September 1, 2026, the following executives will report directly to the Chief Executive Officer Norm Brothers, EVP and Chief Legal and Compliance Officer Nando Cesarone, EVP and Chief Global Operations Officer Brian Dykes, EVP and Chief Financial Officer Darrell Ford, EVP and Chief Human Resources Officer Matt Guffey, EVP and Chief U.S. Domestic Officer Wilfredo Ramos, EVP and Chief International, Healthcare and Supply Chain Solutions Officer Bala Subramanian, EVP and Chief Digital and Technology Officer TBD, EVP and Chief Global Commercial Strategy OfficerAbout UPSUPS (NYSE UPS) is one of the world s largest companies, with 2025 revenue of $88.7 billion, and provides a broad range of integrated logistics solutions for customers in more than 200 countries and territories. Focused on its purpose statement, Moving our world forward by delivering what matters, the company s approximately 460,000 employees embrace a strategy that is simply stated and powerfully executed Customer First. People Led. Innovation Driven. UPS is committed to reducing its impact on the environment and supporting the communities we serve around the world. More information can be found at www.ups.com, about.ups.com and www.investors.ups.com.
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Item 9.01. Financial Statements
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Item 9.01(d) lists four exhibits: Exhibit 10.1, a Form of Retention Agreement between the Company and Nando Cesarone, to be dated September 1, 2026; Exhibit 10.2, a Form of Retention Agreement between the Company and Bala Subramanian, to be dated September 1, 2026; Exhibit 99.1, a press release dated August 31, 2026; and Exhibit 104, the cover page of the Current Report on Form 8-K formatted in Inline XBRL. No financial statements are included in this item.

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Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of Retention Agreement between the Company and Nando Cesarone, to be dated September 1, 2026. 10.2 Form of Retention Agreement between the Company and Bala Subramanian, to be dated September 1, 2026. 99.1 Press release dated August 31, 2026. 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. The information contained in

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