[Form 4] Union Pacific Corp. Insider Trading Activity

Rhea-AI Filing Summary

Kenya G. Rocker, EVP Marketing & Sales of Union Pacific (UNP), reported multiple small acquisitions of Union Pacific common stock on 08/10/2025 pursuant to the 2021 Employee Stock Purchase Plan at $222.24 per share. The Form 4 shows purchases recorded as amounts 1.124 and 3.226 (shares) and lists direct beneficial ownership of 52,226.1007 shares following the transactions.

The filing also reports indirect holdings of 1,269.4979 shares held by a spouse, 350 shares in a deferral account, and 2,035.3777 shares in a managed/retirement account. Explanatory notes state the purchases were made under the 2021 ESPP and that other balances include payroll- and 401(k)-based plans.

Insights

Corporate Governance Expert

TL;DR: Officer purchases via the ESPP show personal investment alignment but are small in scale relative to total holdings.

The Form 4 documents modest acquisitions by an executive under the company's 2021 Employee Stock Purchase Plan at $222.24 per share on 08/10/2025. The filing discloses both direct ownership of 52,226.1007 shares and indirect holdings (spouse, deferral, managed accounts) totaling readable amounts. From a governance perspective, these purchases are routine and demonstrate continued participation in compensation-related equity programs; they do not indicate a material change in control or a significant shift in insider ownership concentration based on the numbers reported.

Equity Analyst

TL;DR: Insider participation in ESPP is a neutral signal; transaction size is immaterial to UNP's capitalization.

The reported acquisitions were executed under the 2021 ESPP at $222.24 per share, with small share increments recorded (e.g., 1.124 and 3.226 shares). Post-transaction, the reporting person holds 52,226.1007 shares directly, with additional indirect holdings disclosed. For investors, these transactions reflect routine employee-plan activity rather than an actionable change in insider conviction or capital structure. No derivative transactions or dispositions are reported in the filing.

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
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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^*

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)
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)		1.124	A	$222.24	52,226.1007	D
Common Stock	08/10/2025		A(1)		3.226	A	$222.24	1,269.4979	I	by Spouse
Common Stock								350	I	By Deferral Account
Common Stock(2)								2,035.3777	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	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 did the UNP Form 4 filed by Kenyatta G. Rocker disclose?

The filing discloses small acquisitions of Union Pacific common stock on 08/10/2025 under the 2021 Employee Stock Purchase Plan at $222.24 per share and updated beneficial ownership totals.

How many shares does Kenyatta G. Rocker directly own after the reported transactions (UNP)?

The Form 4 reports direct beneficial ownership of 52,226.1007 shares following the reported transactions.

Were any indirect holdings disclosed for UNP insider Kenyatta G. Rocker?

Yes. The form lists 1,269.4979 shares held by a spouse, 350 shares in a deferral account, and 2,035.3777 shares in a managed/retirement account.

At what price were the shares purchased in the UNP Form 4 transactions?

The purchases reported on 08/10/2025 were executed at $222.24 per share.

What plan was used for the purchases reported in the UNP Form 4?

The purchases were made pursuant to the company's 2021 Employee Stock Purchase Plan, per the filing's explanation.