Union Pacific (UNP) director Jane H. Lute adds 412 phantom stock units

Rhea-AI Filing Summary

Union Pacific Corporation director Jane H. Lute reported an equity-related transaction involving phantom stock units. On 01/02/2026, she acquired 412 Phantom Stock Units at a conversion ratio of 1:1 to Union Pacific common stock, as disclosed in Table II. These phantom units are described as payable in cash only commencing at retirement, meaning they track the value of the stock but settle in cash rather than shares.

Following this transaction, Lute beneficially owned 11,688 derivative securities in the form of phantom stock units, held in direct form. The filing clarifies that the phantom stock units reference Union Pacific common stock but do not themselves represent currently exercisable stock ownership.

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

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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^*

Lute Jane H

(Last) (First) (Middle)

1400 DOUGLAS ST

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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

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
Phantom Stock(1)	$0.0	01/02/2026		A		412		(2)	(2)	Common Stock	412	$231.91	11,688	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: Jane H. Lute	01/05/2026
	** 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).
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FAQ

What insider transaction did Union Pacific (UNP) disclose for Jane H. Lute?

The company reported that director Jane H. Lute acquired 412 Phantom Stock Units on 01/02/2026, as shown in Table II of the Form 4.

How many Union Pacific (UNP) phantom stock units does Jane H. Lute now hold?

After the reported transaction, Jane H. Lute beneficially owned 11,688 derivative securities in the form of phantom stock units, held directly.

What is the conversion ratio for Union Pacific (UNP) phantom stock units in this filing?

The explanation states that the distribution ratio for the phantom stock units is 1:1, meaning each unit is tied to one share of Union Pacific common stock for value reference.

Are Union Pacific (UNP) phantom stock units settled in shares or cash for Jane H. Lute?

The filing explains that the phantom stock units are payable in cash only commencing at retirement, so they settle in cash rather than in Union Pacific shares.

What was the reported exercise or conversion price of the Union Pacific (UNP) phantom stock units?

The Form 4 lists the conversion or exercise price of the phantom stock units as $0.0, indicating no separate exercise price for the units.

Who signed the Union Pacific (UNP) Form 4 for this phantom stock transaction?

The Form 4 was signed “By: Trevor L. Kingston, Attorney-in-Fact For: Jane H. Lute” and dated 01/05/2026.