Union Pacific (UNP) EVP Kenyatta Rocker reports tax-withheld stock transaction

Rhea-AI Filing Summary

Union Pacific Corporation executive Kenyatta G. Rocker reported a small insider transaction involving company stock. On 02/03/2026, 15 shares of Union Pacific common stock held indirectly through a spouse were disposed of at a price of $241.49 per share under transaction code "F," typically used for shares withheld to cover taxes.

After this transaction, the filing shows 1,275.0245 Union Pacific shares held indirectly by spouse, 52,157.1007 shares held directly, 350 shares held indirectly through a deferral account, and 2,036.7649 shares held indirectly through a managed account. A footnote explains that these figures include holdings in Union Pacific’s payroll-based and tax-reduction stock ownership plans and 401(k) plan.

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^*

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)
02/03/2026

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(1)	02/03/2026		F		15	D	$241.49	1,275.0245	I	by Spouse
Common Stock								52,157.1007	D
Common Stock								350	I	By Deferral Account
Common Stock(1)								2,036.7649	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. 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	02/04/2026
	** 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 transaction did Union Pacific (UNP) executive Kenyatta Rocker report?

Kenyatta G. Rocker reported the disposition of 15 Union Pacific common shares on 02/03/2026. The shares, held indirectly through a spouse, were reported at $241.49 per share under code “F,” indicating shares withheld to cover tax obligations on equity compensation.

How many Union Pacific (UNP) shares does Kenyatta Rocker hold after this Form 4?

After the reported transaction, the filing lists 52,157.1007 Union Pacific shares held directly. It also shows 1,275.0245 shares held indirectly by spouse, 350 shares via a deferral account, and 2,036.7649 shares through a managed account, reflecting various compensation and savings plan holdings.

What does transaction code "F" mean in Kenyatta Rocker’s Union Pacific Form 4?

Code “F” on Form 4 indicates shares used to pay taxes on stock-based compensation. In this filing, 15 Union Pacific common shares indirectly held by spouse were withheld at $241.49 per share to satisfy tax obligations, rather than being an open-market sale transaction.

How are Kenyatta Rocker’s indirect Union Pacific (UNP) holdings structured?

The filing shows indirect ownership in three ways: 1,275.0245 shares held by spouse, 350 shares through a deferral account, and 2,036.7649 shares via a managed account. A footnote notes these amounts include holdings in payroll-based, tax-reduction stock ownership plans, and a 401(k) plan.

What is Kenyatta Rocker’s role at Union Pacific (UNP) according to this Form 4?

Kenyatta G. Rocker is identified as an officer of Union Pacific with the title “EVP MARKETING & SALES.” This executive position explains why transactions and holdings in Union Pacific common stock must be reported under Section 16 insider reporting rules on Form 4.

Does this Union Pacific Form 4 indicate any derivative securities for Kenyatta Rocker?

The Form 4 includes a Table II section for derivative securities, but no derivative positions are reported there. All disclosed holdings in this filing relate to Union Pacific common stock, shown across direct, spouse, deferral account, and managed account ownership categories.