Union Pacific Form 4: 3.331-Share ESPP Buy; Large Disposition Noted

Rhea-AI Filing Summary

Kenyatta G. Rocker, EVP Marketing & Sales at Union Pacific Corporation (UNP), filed a Form 4 disclosing equity transactions dated 09/10/2025. The filing reports a purchase of 3.331 shares of Union Pacific common stock at a price of $215.19 under the 2021 Employee Stock Purchase Plan. The form also lists indirect holdings including 1,273.2098 shares held indirectly by spouse, 350 shares in a deferral account, and 2,036.0811 shares in a managed account. An entry shows 52,180.1007 shares marked as disposed of, without an associated price or explanatory detail beyond the items listed on the form. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Purchase under ESPP indicates participation in the company stock purchase plan: 3.331 shares acquired at $215.19
• Disclosure of retirement and managed-account holdings (2,036.0811 shares in a managed account; holdings in payroll-based and 401(k) plans) improves transparency

Negative

• Large disposition noted (52,180.1007 shares marked as disposed) with no price or explanatory detail provided in the filing

Insights

Securities Analyst

TL;DR Routine insider Form 4 shows a small ESPP purchase and several indirect holdings; no clear material change to ownership disclosed.

The filing documents a 3.331-share purchase at $215.19 via the 2021 Employee Stock Purchase Plan, which is a routine benefit-based acquisition. The report identifies multiple indirect holdings: 1,273.2098 shares by spouse, 350 shares in a deferral account, and 2,036.0811 shares in a managed account. A line shows 52,180.1007 shares disposed, but the filing does not provide price or context for that disposition. Overall the disclosure appears procedural and does not, on its face, indicate a material change to control or a clearly impactful transaction for investors.

Corporate Governance Expert

TL;DR The Form 4 is a standard Section 16 disclosure showing compensation-plan purchase and multiple indirect holdings; reporting is consistent with insider reporting norms.

The reported ESPP purchase is explicitly identified as pursuant to the company’s 2021 Employee Stock Purchase Plan. The filing clarifies that certain balances "include holdings" in payroll-based and tax-reduction plans and the 401(k), which explains the presence of multiple indirect ownership entries. The absence of pricing or dates for the large "disposed" entry (52,180.1007 shares) limits assessment of any governance or signaling implications. Filing was executed by an attorney-in-fact, consistent with authorized filings practice.

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^*

Rocker Kenyatta G

(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 MARKETING & SALES

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/10/2025		A(1)		3.331	A	$215.19	1,273.2098	I	by Spouse
Common Stock								52,180.1007	D
Common Stock								350	I	By Deferral Account
Common Stock(2)								2,036.0811	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.

2. Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan.

	By: Trevor L. Kingston, Attorney-in-Fact For: Kenyatta G. Rocker	09/11/2025
	** 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 Kenyatta G. Rocker report on Form 4 for UNP?

The Form 4 reports a purchase of 3.331 shares at $215.19 on 09/10/2025 under the 2021 Employee Stock Purchase Plan.

Does the filing show indirect holdings for the reporting person?

Yes. The filing shows 1,273.2098 shares held indirectly by spouse, 350 shares in a deferral account, and 2,036.0811 shares in a managed account.

Is there any disposition reported by the reporting person?

The form lists 52,180.1007 shares as disposed of, but it does not include a price or additional context for that disposition.

Was the Form 4 signed by the reporting person?

The filing was executed on behalf of Kenyatta G. Rocker by an attorney-in-fact, Trevor L. Kingston, dated 09/11/2025.

Was the ESPP purchase described in the filing?

Yes. The filing states the purchase of 3.331 shares was made pursuant to the 2021 Employee Stock Purchase Plan.