Union Pacific (UNP) director adds 206 phantom stock units in Form 4

Rhea-AI Filing Summary

Union Pacific director Teresa M. Finley reported an acquisition of derivative securities linked to the company’s stock. On 01/02/2026, she acquired 206 phantom stock units, which are derivative securities that reference Union Pacific common stock on a 1:1 basis. Each phantom stock unit is tied to the value of one share of common stock.

The filing shows a price of $231.91 for the derivative security and indicates that, after this transaction, Finley beneficially owns 3,128 phantom stock units, held directly. These phantom stock units are payable in cash only, and payment commences at retirement rather than delivering actual shares.

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^*

Finley Teresa

(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)

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		206		(2)	(2)	Common Stock	206	$231.91	3,128	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: Teresa M. Finley	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).
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) report for Teresa M. Finley?

Union Pacific reported that director Teresa M. Finley acquired 206 phantom stock units on 01/02/2026, a derivative form of compensation tied to Union Pacific common stock.

How many phantom stock units does Teresa M. Finley now hold in UNP?

After the reported transaction, Teresa M. Finley beneficially owns 3,128 phantom stock units related to Union Pacific common stock, held in direct ownership form.

What is the relationship of the reporting person to UNION PACIFIC CORP (UNP)?

The reporting person, Teresa M. Finley, is identified as a Director of UNION PACIFIC CORP in the filing.

What are phantom stock units in the UNION PACIFIC (UNP) Form 4 filing?

The filing states that the derivative security is Phantom Stock, with a distribution ratio of 1:1 to Union Pacific common stock and that the phantom stock units are payable in cash only commencing at retirement.

What price is associated with the phantom stock units reported for UNP?

The Form 4 lists a price of $231.91 for the derivative security linked to Union Pacific common stock in connection with the 206 phantom stock units acquired on 01/02/2026.

Are the UNION PACIFIC (UNP) phantom stock units settled in shares or cash?

According to the explanation of responses, the phantom stock units are payable in cash only, with payment commencing at retirement, rather than being settled in actual Union Pacific shares.