UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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☒ |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to _____________
Commission file number 001-14905
(Full title of the plan and the address of the plan, if different from that of the issuer named below)
Burlington Northern Santa Fe
Investment and Retirement Plan
2650 Lou Menk Drive
Fort Worth, Texas 76131-2830
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)
BERKSHIRE HATHAWAY INC.
3555 Farnam Street
Omaha, Nebraska 68131
BURLINGTON NORTHERN SANTA FE
INVESTMENT AND RETIREMENT PLAN
Table of Contents
* All other supplemental schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable or the information required therein has been included in the financial statements or notes hereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
Burlington Northern Santa Fe Investment and Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Burlington Northern Santa Fe Investment and Retirement Plan (the “Plan”) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
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/s/ Whitley Penn LLP |
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We have served as the Plan’s auditor since 2006. |
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Fort Worth, Texas |
June 12, 2026 |
BURLINGTON NORTHERN SANTA FE
INVESTMENT AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
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As of December 31, |
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2025 |
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2024 |
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ASSETS |
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Investments, at fair value: |
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Investment in BNSF 401(k) Plans Master Trust (Note 4) |
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$ |
2,535,842 |
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$ |
2,277,686 |
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Investments, at contract value: |
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Investment in BNSF 401(k) Plans Master Trust relating to fully benefit-responsive contracts (Note 4) |
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218,138 |
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236,585 |
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Total investments |
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2,753,980 |
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2,514,271 |
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Receivables |
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Notes receivable from participants |
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30,166 |
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30,737 |
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Total assets |
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2,784,146 |
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2,545,008 |
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LIABILITIES |
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Contributions owed to participants |
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137 |
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281 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
2,784,009 |
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$ |
2,544,727 |
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The accompanying notes are an integral part of the financial statements.
BURLINGTON NORTHERN SANTA FE
INVESTMENT AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
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Year Ended December 31, 2025 |
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Additions to net assets: |
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Plan interest in BNSF 401(k) Plans Master Trust investment income (Note 4) |
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$ |
373,804 |
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Interest income from notes receivable from participants |
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2,397 |
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Contributions: |
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Employer |
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47,859 |
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Participant |
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60,042 |
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Total contributions |
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107,901 |
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Total additions to net assets |
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484,102 |
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Deductions from net assets: |
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Benefit payments to participants |
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242,836 |
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Administrative expenses |
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12 |
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Asset transfers to other plans, net |
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1,972 |
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Total deductions from net assets |
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244,820 |
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Net increase in net assets |
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239,282 |
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Net assets available for benefits: |
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Beginning of year |
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2,544,727 |
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End of year |
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$ |
2,784,009 |
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The accompanying notes are an integral part of the financial statements.
BURLINGTON NORTHERN SANTA FE
INVESTMENT AND RETIREMENT PLAN
Notes to Financial Statements
As of December 31, 2025 and 2024 and for the Year Ended December 31, 2025
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Burlington Northern Santa Fe Investment and Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The purpose of the Plan, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), is to offer eligible employees of Burlington Northern Santa Fe, LLC and certain affiliated companies (collectively, BNSF) an opportunity to invest a portion of their income on a regular basis through payroll deductions. These amounts, supplemented by BNSF’s matching contributions, may be invested at the participant’s direction in various investment funds.
Administration
The Plan is administered by BNSF’s Senior Vice President and Chief Human Resources Officer (the Plan Administrator). Vanguard Fiduciary Trust Company (the Trustee) is responsible for the custody and management of the Plan’s assets, and an affiliate of the Trustee provides recordkeeping services to the Plan. BNSF’s Employee Benefits Committee is responsible for appointing and removing the Trustee, specifying the investment options available under the Plan (if not otherwise mandated by the Plan), and reviewing benefit claims appeals.
Master Trust
The Plan participates in the BNSF 401(k) Plans Master Trust (the Master Trust) and, along with the BNSF Railway Company Non-Salaried Employees 401(k) Retirement Plan (the Non-Salaried Plan), owns a percentage of the assets in the Master Trust.
Eligibility
Effective October 1, 2015, any salaried employee regularly assigned to a salaried position, except a non-resident alien, of BNSF who is not subject to a collective bargaining agreement is eligible to participate in the Plan immediately upon hire.
Also effective October 1, 2015, the Plan provides for the automatic enrollment of employees who become newly eligible to participate in the Plan at a rate of six percent of their base salary. For employees already eligible, they may become participants in the Plan by authorizing regular payroll deductions and designating an allocation method for such deductions.
During 2023, BNSF Railway completed a business combination with the Montana Rail Link (MRL) in accordance with ASC Topic 805 (ASC 805). The transaction resulted in an amendment to the Plan allowing certain former MRL employees to enter the Plan effective January 1, 2024. Former MRL employees were automatically enrolled into the Plan as applicable, unless elected otherwise. Additionally, these participants received credit for vesting service and the core contribution determination based on their tenure at MRL.
Contributions
Compensation, as generally defined under the Plan, is the total of base salary, commissions and Incentive Compensation Plan bonuses. The Plan provides that the annual compensation of each employee taken into account under the Plan for any year may not exceed a limitation pursuant to requirements of the Internal Revenue Code (IRC). During 2025, the limitation was $350 thousand. The maximum limitation on combined total before-tax and after-tax employee contributions (other than catch-up contributions) is 50% of a participant’s base salary, commissions and Incentive Compensation Plan bonus award with separate elections for each, not to exceed certain limits as described in the Plan document. All employee-elected contributions are made by means of regular payroll deductions.
BNSF matches 75% of the first 6% of employee-elected before-tax contributions and/or Roth contributions for each pay period. BNSF matching contributions are made in cash, as soon as practicable after the end of each pay period.
Effective April 1, 2019, the Plan was amended to include an additional, non-matching employer contribution (the Core Contribution). Non-union employees hired on or after April 1, 2019 are eligible to receive the Core Contribution, as are existing employees who have transitioned away from active participation in BNSF’s defined benefit pension plan. The amount of the Core Contribution is based on the eligible participant’s compensation and a percentage determined by the participant’s age plus Core Contribution service as of December 31 of each plan year.
During the 2025 Plan year, in accordance with the provisions of the IRC, no participant could elect more than $23.5 thousand in before-tax and/or Roth contributions. Participants who were age 50 or older before the close of the Plan year were eligible to make catch-up contributions of up to $7.5 thousand. Effective beginning in 2025, a new, higher catch-up contribution limit applied to participants who
of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Plan’s financial statements.
Benefit Payments to Participants
Benefits are recorded when paid.
BNSF Railway sponsors the Non-Salaried Plan that also participates in the Master Trust along with the Plan. If a participant’s union status changes, they may elect to transfer their account balance into the corresponding plan.
NOTE 3 - FAIR VALUE MEASUREMENTS
The Plan’s interest in the Master Trust is stated at fair value for all investments other than fully benefit-responsive investment contracts, which are stated at contract value. Various inputs are used to determine the fair value of the Plan’s investments which can be categorized into the following three levels:
Level 1 - Quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access at the measurement date.
Level 2 - Other inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations in which all significant inputs are observable.
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
The fair value of the Plan’s interest in the Master Trust is based on the underlying participant-directed investment options. The investments held by the Master Trust are valued as follows:
(1)Investments in mutual funds are valued based on quoted prices from the public exchanges on which the funds are actively traded, which is classified as Level 1 in the hierarchy.
(2)The Company Stock Fund is a unitized stock fund and operates similar to a mutual fund in that the value of a unit reflects the combined value of underlying stock and a small amount of cash equivalents that are included to allow for the regular processing of transactions. The common stock portion of the fund is valued based on the closing price as reported on the New York Stock Exchange, which is classified as a Level 1 in the hierarchy. The cash equivalent portion is held in a money market fund and is also classified as Level 1 in the hierarchy.
(3)Common / collective trusts are valued based on the calculated net asset value of the respective investment entity. Although the trusts themselves are not publicly traded, the underlying assets are traded on exchanges and on other markets, and price quotes for the assets held by these trusts are readily available. Additionally, the net asset value per share is determined and published daily and is the basis for current transactions. These investments are classified as Level 2 in the hierarchy.
The following table summarizes the Plan’s investments at fair and contract value as of December 31, 2025, based on the valuation inputs (in thousands):
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Total |
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Level 1 Inputs |
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Level 2 Inputs |
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Mutual Funds |
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$ |
528,072 |
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$ |
528,072 |
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$ |
— |
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Company Stock Fund |
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253,062 |
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253,062 |
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— |
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Common / Collective Trusts |
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1,754,708 |
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— |
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1,754,708 |
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Total investments at fair value |
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$ |
2,535,842 |
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$ |
781,134 |
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$ |
1,754,708 |
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Investments at contract value |
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218,138 |
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Total investments |
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$ |
2,753,980 |
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BURLINGTON NORTHERN SANTA FE
INVESTMENT AND RETIREMENT PLAN
EXHIBIT INDEX
BURLINGTON NORTHERN SANTA FE
INVESTMENT AND RETIREMENT PLAN
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Burlington Northern Santa Fe Investment and Retirement Plan |
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By: |
/s/ Judy K. Carter |
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Judy K. Carter |
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Senior Vice President and Chief Human Resources Officer |
Date: June 12, 2026