Notes Receivable from Participants
Participants may borrow from their accounts a minimum of $1 thousand up to a maximum equal to the lesser of $50 thousand or 50% of their vested account balance. Participants may have up to two loans outstanding at any time. Loan transactions are treated as a transfer to (from) the investment fund from (to) the participant loan account. Loan terms can be up to five years, or fifteen years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear fixed interest at the prime rate as of the first business day of the quarter in which the loan is made plus 1%. Interest rates on loans outstanding as of December 31, 2025 and 2024, range from 4.25% to 10.50% and 4.25% to 11.50%, respectively. Principal and interest are paid ratably through payroll deductions for active employees.
Benefit Payments to Participants
Subject to certain Plan and IRC restrictions, a participant may, at any time, elect to withdraw all or a specified portion of the value of the participant’s account in the Plan, including vested BNSF Railway’s matching contributions. Both the Plan and the IRC allow a participant who has not attained age 59 1⁄2 to withdraw the participant’s pre-tax and Roth contributions only in the event of hardship (as defined in the Plan), or certain special purpose distributions permitted by the Plan. Earnings on pre-tax contributions credited after December 31, 1988, are not available for withdrawal for hardship.
No distribution from the Plan, unless in the event of hardship, attainment of age 59 1⁄2, or the withdrawal of rollover contributions, or other special purpose distributions permitted by the Plan,will be made until a participant retires, dies (in which case, payment shall be made to his or her beneficiary), becomes disabled or otherwise terminates employment with BNSF Railway.
By law, a distribution of benefits must occur or commence no later than April 1 of the calendar year following the year which a participant attains the applicable required minimum distribution age under the Internal Revenue Code, unless the participant continues employment beyond that date, in which case distributions must commence following retirement. In the event of the death of a participant, the participant’s account is distributed to their beneficiary. Immediate lump-sum distributions are required in the case of accounts valued at up to $7 thousand. Mandatory lump-sum distributions which are greater than $1 thousand will be transferred to an individual retirement account for the benefit of the participant unless the participant elects to receive the distribution directly or roll-over the distribution into another eligible retirement plan.
Forfeited Accounts
The Plan provides for the forfeiture of nonvested BNSF Railway matching contributions related to terminated employees. Forfeitures shall be used in the following order (as described by the Plan document):
– First, to restore previously forfeited amounts of other participants who have resumed employment with BNSF Railway;
– Second, to offset future BNSF Railway matching contributions; and
– Finally, to pay administrative expenses of the Plan.
Forfeitures of $59 thousand were used to offset BNSF Railway matching contributions in 2025. At December 31, 2025 and 2024, unused forfeited balances totaled $26 thousand and $23 thousand, respectively.
Plan Amendment and Termination
The Plan may be amended at any time. No such amendment, however, may adversely affect the rights of participants in the Plan with respect to contributions made prior to the date of the amendment. BNSF Railway matching contributions are subject to collective bargaining and, based on mutual agreement between the union and BNSF Railway, may be discontinued. The Plan may be terminated at any time at the election of BNSF Railway. However, if there has been no mutual agreement to end matching contributions, such contributions must be made to another plan in which the bargained employees are eligible to participate. In the event the Plan is terminated, each participant shall receive the full amount of Plan assets in their respective accounts.
The Plan is subject to the provisions of ERISA applicable to defined contribution plans. The Plan provides for an individual account for each participating employee. Plan benefits are based solely on the amount contributed to the participating employee’s account plus any income, expenses, gains and losses attributed to such account. Consequently, Plan benefits are not insured by the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA.
Voting Rights
Each participant is entitled to exercise voting rights attributable to the shares of Berkshire’s Class B common stock allocated to the participant’s account.