UNP Form 4: CFO purchase under 2021 ESPP updates holdings

Rhea-AI Filing Summary

Jennifer L. Hamann, EVP & Chief Financial Officer of Union Pacific Corporation (UNP), reported an acquisition of company common stock on 08/10/2025 pursuant to the 2021 Employee Stock Purchase Plan. The Form 4 identifies the transaction with code A and shows a reported price of $222.24.

The filing reports 109,127.2756 shares beneficially owned following the transaction as direct ownership and 5,588.699 shares held indirectly via a deferral account. The Form 4 was signed by an attorney-in-fact on 08/11/2025.

Positive

• Acquisition under the 2021 Employee Stock Purchase Plan shows executive participation in the company's equity program
• Updated beneficial ownership is disclosed with both direct and indirect holdings, improving transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine ESPP acquisition that updates insider holdings; transaction shows direct and indirect ownership figures, limited detail beyond the purchase.

This Form 4 documents an acquisition by Jennifer L. Hamann under the 2021 Employee Stock Purchase Plan on 08/10/2025 at a reported price of $222.24. The filing updates beneficial ownership to 109,127.2756 shares direct and 5,588.699 shares indirect via a deferral account. There are no dispositions reported and no derivative transactions disclosed. For investors, the filing provides a clear record of an insider purchase and the updated position; it does not disclose broader compensation changes or material corporate events.

Corporate Governance Expert

TL;DR: Disclosure is consistent with Section 16 reporting; shows executive participation in the company ESPP and updates ownership details.

The Form 4 is a standard Section 16 filing showing acquisition code A and an ESPP explanation. The filing identifies the reporting person as EVP & Chief Financial Officer and records direct beneficial ownership of 109,127.2756 shares and indirect ownership of 5,588.699 shares via a deferral account. The form was signed by an attorney-in-fact, with signature dated 08/11/2025. The disclosure satisfies insider-trading reporting requirements but contains no additional governance or compensation alterations.

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
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^*

Hamann Jennifer L

(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)
	EVP & CHIEF FINANCIAL OFFICER

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)		9.598	A	$222.24	109,127.2756	D
Common Stock								5,588.699	I	By Deferral 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: Jennifer L. Hamann	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 transaction did Jennifer Hamann report on the Form 4 for UNP?

The Form 4 reports an acquisition of Union Pacific common stock on 08/10/2025 pursuant to the 2021 Employee Stock Purchase Plan.

How many shares does Jennifer Hamann beneficially own after the reported transaction (UNP)?

The filing shows 109,127.2756 shares beneficially owned directly and 5,588.699 shares held indirectly via a deferral account.

At what price were the shares reported purchased on the Form 4?

The Form 4 lists a reported price of $222.24 for the acquisition.

When was the Form 4 signed and who signed it?

The Form 4 was signed by an attorney-in-fact, Trevor L. Kingston, with a signature date of 08/11/2025.

Does the Form 4 report any derivative transactions or sales by Jennifer Hamann?

No. The filing contains no derivative securities transactions and reports an acquisition rather than any dispositions.