Union Pacific (UNP) director awarded 179 cash-settled phantom stock units

Q: What did Union Pacific (UNP) director Will W. Anthony report on this Form 4?

Will W. Anthony reported receiving an award of 179 Phantom Stock Units tied to Union Pacific’s common stock. These units represent deferred cash-based compensation rather than an open-market stock purchase or sale, and are recorded as a derivative security position.

Q: When will Union Pacific (UNP) Phantom Stock Units reported here be paid out?

The Phantom Stock Units are payable in cash only commencing at retirement . That means the director does not receive stock now; instead, the cash value tied to these units is scheduled for distribution once retirement conditions under the plan are met.

Q: Does this Union Pacific (UNP) Form 4 show the director buying or selling common stock?

The Form 4 does not show an open-market buy or sell of Union Pacific common stock. It reflects a grant of Phantom Stock Units , which are derivative, cash-settled compensation instruments rather than direct share transactions in the market.

Q: How many Phantom Stock Units in Union Pacific (UNP) does the director hold after this transaction?

After the reported transaction, Will W. Anthony holds 179 Phantom Stock Units under this plan. This figure equals the amount granted in this filing, indicating these units represent his current position from this specific Phantom Stock award.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Will W Anthony reported acquisition or exercise transactions in this Form 4 filing.

Union Pacific Corp director Will W. Anthony reported an award of 179 Phantom Stock units linked to the company’s common stock. The units were granted at a reference price of $243.12 per unit and are structured on a 1:1 basis with common shares.

These Phantom Stock Units are a cash-settled, retirement-based compensation vehicle, payable only in cash commencing at retirement rather than as actual shares. Following this grant, Anthony holds 179 Phantom Stock Units under this plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Will W Anthony

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	179	$243.12	$44K

Holdings After Transaction: Phantom Stock — 179 shares (Direct)

Footnotes (1)

Distribution ratio for Phantom Stock Units is 1:1. Phantom Stock Units are payable in cash only commencing at retirement.

Key Figures

Phantom Stock Units granted: 179 units Reference price per unit: $243.12 Phantom Units after transaction: 179 units +1 more

4 metrics

Phantom Stock Units granted 179 units Grant to director Will W. Anthony

Reference price per unit $243.12 Phantom Stock Unit valuation

Phantom Units after transaction 179 units Total Phantom Stock Units held following grant

Conversion ratio 1:1 Phantom Stock Units to common stock equivalence

Key Terms

Phantom Stock, Phantom Stock Units, derivative, grant/award acquisition, +1 more

5 terms

Phantom Stock financial

"security_title: "Phantom Stock""

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

"Phantom Stock Units are payable in cash only commencing at retirement."

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.

derivative financial

"transaction_type: "derivative""

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

grant/award acquisition financial

"transaction_action: "grant/award acquisition""

retirement financial

"payable in cash only commencing at retirement."

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 02:14 PM

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^*

Will W Anthony

(Last)

(First)

(Middle)

1400 DOUGLAS STREET

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽¹⁾	$0.0	04/01/2026		A		179		⁽²⁾	⁽²⁾	Common Stock	179	$243.12	179	D

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: W Anthony Will	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Union Pacific (UNP) director Will W. Anthony report on this Form 4?

Will W. Anthony reported receiving an award of 179 Phantom Stock Units tied to Union Pacific’s common stock. These units represent deferred cash-based compensation rather than an open-market stock purchase or sale, and are recorded as a derivative security position.

How are the Phantom Stock Units for Union Pacific (UNP) director valued in this filing?

The 179 Phantom Stock Units were granted at a reference price of $243.12 per unit. This price reflects the value used for the award calculation and tracking, aligning each unit’s value with Union Pacific’s common stock on a 1:1 basis.

When will Union Pacific (UNP) Phantom Stock Units reported here be paid out?

The Phantom Stock Units are payable in cash only commencing at retirement. That means the director does not receive stock now; instead, the cash value tied to these units is scheduled for distribution once retirement conditions under the plan are met.

Does this Union Pacific (UNP) Form 4 show the director buying or selling common stock?

The Form 4 does not show an open-market buy or sell of Union Pacific common stock. It reflects a grant of Phantom Stock Units, which are derivative, cash-settled compensation instruments rather than direct share transactions in the market.

How many Phantom Stock Units in Union Pacific (UNP) does the director hold after this transaction?

After the reported transaction, Will W. Anthony holds 179 Phantom Stock Units under this plan. This figure equals the amount granted in this filing, indicating these units represent his current position from this specific Phantom Stock award.