Union Pacific VP acquires shares via 2021 ESPP — Form 4 filing

Rhea-AI Filing Summary

Union Pacific Corp. insider transaction summary: Carrie J. Powers, VP & Controller, acquired common stock of Union Pacific (UNP) on 08/10/2025 pursuant to the 2021 Employee Stock Purchase Plan. The reported purchase shows an acquisition of 6.862 shares at a price of $222.24 per share.

After the transaction the filing reports 7,386.457 shares beneficially owned directly and an additional 947.435 shares held indirectly through a managed account. The Form 4 documents a routine ESPP purchase by a company officer rather than a large, material change in holdings.

Insights

Securities Analyst

TL;DR: Small ESPP purchase by a senior officer; signals routine participation but is not material to UNP's capitalization.

The Form 4 shows Carrie J. Powers, VP & Controller, purchased 6.862 shares at $222.24 each under the 2021 ESPP on 08/10/2025. Post-transaction beneficial ownership is reported as 7,386.457 shares direct and 947.435 shares indirect (managed account). From a securities perspective, this is a routine employee plan purchase and is unlikely to move markets or alter insider alignment materially given the small quantity reported.

Corporate Governance Expert

TL;DR: Insider participation in an ESPP is governance-positive but this filing reflects a routine, immaterial event.

As VP & Controller, Powers' participation in the 2021 ESPP is consistent with common governance practices encouraging insider share ownership. The transaction details—6.862 shares at $222.24, with 7,386.457 direct and 947.435 indirect shares held—indicate continued ownership but do not represent a significant change in disclosure or control. No derivative activity or unusual transfer patterns are reported.

SEC Form 4

FORM 4

UNITED 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
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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^*

Powers Carrie J

(Last) (First) (Middle)

1400 DOUGLAS STREET

(Street)

OMAHA NE 68179

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNION PACIFIC CORP [ UNP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/10/2025		A(1)		6.862	A	$222.24	7,386.457	D
Common Stock								947.435	I	by Managed Account

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Purchase pursuant to the 2021 Employee Stock Purchase Plan.

	By: Trevor L. Kingston, Attorney-in-Fact For: Carrie J. Powers	08/11/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Carrie J. Powers (UNP) report on Form 4?

The Form 4 reports that Carrie J. Powers, VP & Controller, purchased common stock of Union Pacific under the 2021 Employee Stock Purchase Plan on 08/10/2025.

How many shares were acquired and at what price in the UNP Form 4?

The filing shows an acquisition of 6.862 shares at a price of $222.24 per share.

What were Carrie J. Powers' holdings after the transaction?

Following the reported transaction the Form 4 shows 7,386.457 shares beneficially owned directly and 947.435 shares beneficially owned indirectly via a managed account.

Was the purchase part of a plan or a one-off trade?

The purchase was made pursuant to the 2021 Employee Stock Purchase Plan, as stated in the filing.

Does the Form 4 report any derivative transactions or unusual transfers for UNP?

No derivative securities or unusual transfer activity are reported in Table II of this Form 4; only the ESPP purchase is disclosed.