Union Pacific director reports 257 phantom stock units linked to 257 shares

Rhea-AI Filing Summary

Deborah C. Hopkins, a director of Union Pacific Corporation (UNP), reported a Form 4 filing showing acquisition of 257 phantom stock units on 10/01/2025. The filing shows those phantom units are distributable on a 1:1 basis and are payable in cash only upon retirement. The report links the 257 phantom units to 257 underlying shares of common stock with an indicated price of $234.74. Following the reported transaction, Ms. Hopkins beneficially owns 12,269 shares of UNP common stock, held directly. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Hopkins on 10/02/2025.

Positive

• Transparent reporting: The filing discloses the director's compensation-related units and resulting beneficial ownership.
• Clear terms: The Form 4 states the 1:1 distribution ratio and that phantom units are payable in cash at retirement.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation disclosure: phantom units credited and linked to common shares, payable in cash at retirement.

The Form 4 documents a standard non-cash director compensation event where 257 phantom stock units were recorded and tied to 257 underlying common shares at an indicated value of $234.74 each. The filing clarifies the 1:1 distribution ratio and that payment is cash-only upon retirement, which means the director does not currently receive additional voting stock but has a future cash benefit. The disclosure is procedural and adheres to Section 16 reporting requirements; it does not show an open-market buy or sale by the director.

Securities Analyst

TL;DR: Non-market, compensatory issuance; limited immediate market impact but increases disclosed beneficial interest.

The transaction increases disclosed direct beneficial ownership to 12,269 shares after crediting 257 units. Because the phantom units are payable in cash at retirement, there is no immediate issuance of voting shares or cash transaction altering the company’s outstanding share count. This is a routine disclosure of director remuneration and beneficial ownership change required by reporting rules.

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).

1. Name and Address of Reporting Person^*

HOPKINS DEBORAH C

(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)
10/01/2025

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

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	10/01/2025		A		257		(2)	(2)	Common Stock	257	$234.74	12,269	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: Deborah C. Hopkins	10/02/2025
	** 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 Deborah C. Hopkins report on Form 4 for UNP?

The Form 4 reports the acquisition of 257 phantom stock units on 10/01/2025, linked to 257 underlying common shares at an indicated price of $234.74.

Does the Form 4 show a market purchase or sale of UNP shares by the director?

No. The filing records a compensatory credit of phantom stock units (payable in cash at retirement), not an open-market purchase or sale of actual shares.

How many UNP shares does Deborah C. Hopkins beneficially own after the reported transaction?

Following the reported transaction, she beneficially owns 12,269 shares of UNP common stock (direct ownership).

When are the phantom stock units payable according to the filing?

The filing states the phantom stock units are payable in cash only commencing at retirement.

Who signed the Form 4 on behalf of Deborah C. Hopkins?

The Form 4 was signed by Trevor L. Kingston, Attorney-in-Fact for Deborah C. Hopkins on 10/02/2025.