Union Pacific (UNP) EVP Gehringer disposes and acquires shares in Form 4

Rhea-AI Filing Summary

Union Pacific EVP Operations Eric J. Gehringer reported several transactions in Union Pacific common stock. On 02/09/2026, he disposed of 7,589 shares back to the company at a reported price of $0.0 per share, after which he held 52,461.9836 shares directly.

Also on 02/09/2026, 5,725 shares were reclassified from his direct holdings into an indirect deferral account, leaving 46,736.9836 shares held directly and 12,989.067 shares held indirectly by the deferral account. On 02/10/2026, he acquired 13.394 shares at $261.32 per share under the 2021 Employee Stock Purchase Plan, bringing his direct holdings to 46,750.3776 shares.

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

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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^*

Gehringer Eric 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)
	EVP OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		D		7,589	D	$0.0	52,461.9836	D
Common Stock(1)	02/09/2026		J		5,725	D	$0.0	46,736.9836	D
Common Stock	02/10/2026		A(2)		13.394	A	$261.32	46,750.3776	D
Common Stock(1)	02/09/2026		J		5,725	A	$0.0	12,989.067	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. Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain.

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

	By: Trevor L. Kingston, Attorney-in-Fact For: Eric J. Gehringer	02/11/2026
	** 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 insider role does Eric J. Gehringer hold at Union Pacific (UNP)?

Eric J. Gehringer is an officer of Union Pacific, serving as EVP Operations. His Form 4 filing reports personal holdings and transactions in Union Pacific common stock, reflecting changes in both direct and indirect beneficial ownership.

How many Union Pacific (UNP) shares did Eric Gehringer dispose of in this Form 4?

Eric Gehringer disposed of 7,589 shares of Union Pacific common stock on 02/09/2026 in a transaction coded as a disposition to the issuer, at a reported price of $0.0 per share, reducing his directly held shares at that point.

What stock did Eric Gehringer acquire under Union Pacific’s 2021 Employee Stock Purchase Plan?

On 02/10/2026, Eric Gehringer acquired 13.394 shares of Union Pacific common stock at $261.32 per share. The filing notes this purchase was made pursuant to the company’s 2021 Employee Stock Purchase Plan.

What is the significance of Eric Gehringer’s deferral account in the Union Pacific Form 4?

The Form 4 shows 5,725 Union Pacific shares moving into an indirect deferral account on 02/09/2026. After this reclassification, he held 12,989.067 shares indirectly via the deferral account, while his remaining shares continued as direct beneficial ownership.

How many Union Pacific (UNP) shares does Eric Gehringer hold directly after the reported transactions?

Following the reported transactions, Eric Gehringer directly owns 46,750.3776 shares of Union Pacific common stock. This figure reflects the disposition to the issuer, the reclassification of shares, and the subsequent acquisition under the employee stock purchase plan.

How were restricted stock units reflected in Eric Gehringer’s Union Pacific Form 4?

A footnote explains that certain movements represent conversion of restricted stock units into fully vested stock units on a one-for-one basis, payable only in Union Pacific common shares upon employment termination or a specified future date.