Union Pacific (UNP) EVP Christina Conlin awarded stock and 17,886-share option grant

Rhea-AI Filing Summary

Union Pacific Corporation executive Christina B. Conlin reported new equity awards. On 02/05/2026, she was granted 10,738 shares of common stock at $0.0 per share, bringing her directly held common stock to 15,971.834 shares.

She also received a non-qualified stock option for 17,886 shares with a $251.45 exercise price, expiring on 02/05/2036. The option vests in three equal annual installments starting one year from the grant date. The common stock award is structured as a performance retention unit grant with a 1:1 share payout ratio, subject to a three-year vesting period and performance criteria.

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).

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^*

Conlin Christina B

(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 CHIEF LEGAL OFFICER & CORP

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A(1)		10,738	A	$0.0	15,971.834	D

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
Non-Qualified Stock Option (right to buy)(2)	$251.45	02/05/2026		A		17,886		02/05/2027(2)	02/05/2036	Common Stock	17,886	$0.0	17,886	D

Explanation of Responses:

1. Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.

2. This option becomes exercisable in three equal installments starting one year from the grant date.

	By: Trevor L. Kingston, Attorney-in-Fact For: Christina B. Conlin	02/06/2026
	** 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 equity awards did UNP executive Christina B. Conlin receive?

Christina B. Conlin received 10,738 shares of Union Pacific common stock and a non-qualified stock option for 17,886 shares. Both awards were granted on February 5, 2026 as part of her executive compensation, with shares and options held directly.

What are the terms of Christina B. Conlin’s new Union Pacific stock options?

Conlin’s non-qualified stock option covers 17,886 Union Pacific shares at a $251.45 exercise price. The option becomes exercisable in three equal installments starting one year from the February 5, 2026 grant date and expires on February 5, 2036, if not exercised.

How many Union Pacific common shares does Christina B. Conlin own after this Form 4?

After the reported transaction, Christina B. Conlin directly beneficially owns 15,971.834 Union Pacific common shares. This reflects the addition of 10,738 shares granted at $0.0 per share on February 5, 2026 under a performance-based equity award program.

How does the performance retention unit award for UNP shares work?

The performance retention unit award has a 1:1 distribution ratio, payable only in Union Pacific common stock. The 10,738 units represent the maximum shares she may receive after a three-year vesting period, depending on whether specified performance criteria are met at vesting.

Is Christina B. Conlin a major shareholder or officer at Union Pacific (UNP)?

Christina B. Conlin is an officer of Union Pacific, serving as EVP Chief Legal Officer & Corporate. She is not listed as a 10% owner. The Form 4 shows her role and directly held equity, including common shares and stock options granted on February 5, 2026.

Were Christina B. Conlin’s UNP equity transactions market purchases or grants?

The reported Union Pacific transactions are equity grants, not market purchases. She acquired 10,738 common shares at $0.0 per share and 17,886 non-qualified stock options, both coded as “A” for acquired, reflecting awards under company compensation arrangements rather than open-market buys.