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Union Pacific (NYSE: UNP) director receives 411 Phantom Stock units as deferred award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lute Jane H reported acquisition or exercise transactions in this Form 4 filing.

Union Pacific director Jane H. Lute received a grant of 411 Phantom Stock units tied to the company’s common stock. The units are valued at $243.12 per unit and increase her Phantom Stock holdings to 12,099 units. These Phantom Stock units are payable in cash only, commencing at retirement, with a 1:1 distribution ratio to common stock.

Positive

  • None.

Negative

  • None.
Insider Lute Jane H
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 411 $243.12 $100K
Holdings After Transaction: Phantom Stock — 12,099 shares (Direct)
Footnotes (1)
  1. Distribution ratio for Phantom Stock Units is 1:1. Phantom Stock Units are payable in cash only commencing at retirement.
Phantom Stock units granted 411 units Grant on 2026-04-01 to director Jane H. Lute
Grant value per unit $243.12 per unit Phantom Stock award reference price
Total Phantom Stock after grant 12,099 units Director’s Phantom Stock balance following transaction
Distribution ratio 1:1 Phantom Stock Units to common stock value linkage
Conversion or exercise price $0.00 Phantom Stock Units conversion price field in filing
Phantom Stock financial
"security_title: "Phantom Stock" and related footnotes"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Phantom Stock Units financial
"“Distribution ratio for Phantom Stock Units is 1:1.”"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
payable in cash only financial
"“Phantom Stock Units are payable in cash only commencing at retirement.”"
grant, award, or other acquisition financial
"transaction_code_description: "Grant, award, or other acquisition""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lute Jane H
(Last)(First)(Middle)
1400 DOUGLAS ST
(Street)
OMAHA NEBRASKA 68179
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
UNION PACIFIC CORP [ UNP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)$0.004/01/2026A411 (2) (2)Common Stock411$243.1212,099D
Explanation of Responses:
1. Distribution ratio for Phantom Stock Units is 1:1.
2. Phantom Stock Units are payable in cash only commencing at retirement.
By: Trevor L. Kingston, Attorney-in-Fact For: Jane H. Lute04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Union Pacific (UNP) disclose for Jane H. Lute?

Union Pacific disclosed that director Jane H. Lute received 411 Phantom Stock units as a grant. The award is a compensation-related acquisition, not an open-market stock purchase, and is linked in value to Union Pacific’s common stock.

What is the size and value of Jane H. Lute’s new Phantom Stock grant at UNP?

Jane H. Lute was granted 411 Phantom Stock units at $243.12 per unit. This increases her total Phantom Stock holdings to 12,099 units, providing additional deferred, cash-settled compensation tied to Union Pacific’s common stock performance.

How and when are Union Pacific Phantom Stock units payable for Jane H. Lute?

The Phantom Stock units granted to Jane H. Lute are payable in cash only, commencing at retirement. They track Union Pacific’s common stock on a 1:1 basis, but do not involve immediate delivery of actual shares to the director.

How many Phantom Stock units does Jane H. Lute hold after this Union Pacific Form 4?

After the reported grant, Jane H. Lute holds 12,099 Phantom Stock units. This total reflects her deferred, cash-settled compensation position tied to Union Pacific’s common stock value as reported in the Form 4 filing.

Does this Union Pacific Form 4 show Jane H. Lute buying or selling UNP shares?

The Form 4 does not report any open-market buying or selling by Jane H. Lute. It shows a grant of 411 Phantom Stock units as compensation, classified as a derivative award rather than a purchase or sale of common stock.