Union Pacific (UNP) director Edison acquires 207 phantom stock units

Rhea-AI Filing Summary

Union Pacific Corporation director Sheri H. Edison reported a compensation-related transaction involving derivative securities tied to the company’s common stock. On 01/02/2026, Edison acquired 207 Phantom Stock Units at a price of $231.91 per unit. Each unit has a 1:1 distribution ratio to Union Pacific common stock but is payable in cash only commencing at retirement, rather than in actual shares.

Following this transaction, Edison beneficially owned 3,244 derivative securities, held in direct form. The transaction was reported on a Form 4 filed for a single reporting person, and the form was signed by Trevor L. Kingston as attorney-in-fact for Sheri H. Edison.

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^*

Edison Sheri H.

(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)
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		207		(2)	(2)	Common Stock	207	$231.91	3,244	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: Sheri H. Edison	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 Sheri H. Edison?

Union Pacific reported that director Sheri H. Edison acquired 207 Phantom Stock Units on 01/02/2026, tied to the company’s common stock.

What are the key terms of the Phantom Stock Units reported by Union Pacific (UNP)?

The filing states that each Phantom Stock Unit has a 1:1 distribution ratio to Union Pacific common stock and is payable in cash only commencing at retirement.

At what price were the 207 Phantom Stock Units for Union Pacific (UNP) recorded?

The 207 Phantom Stock Units were reported at a price of $231.91 per unit.

How many derivative securities does Sheri H. Edison beneficially own after this Union Pacific (UNP) transaction?

After the reported transaction, Sheri H. Edison beneficially owned 3,244 derivative securities related to Union Pacific common stock, held directly.

What is Sheri H. Edison’s relationship to Union Pacific (UNP)?

The filing identifies Sheri H. Edison as a Director of Union Pacific Corporation.

How and when are Union Pacific (UNP) Phantom Stock Units paid out to Sheri H. Edison?

The Phantom Stock Units are described as payable in cash only commencing at retirement, rather than being settled in actual Union Pacific shares.