Union Pacific (UNP) Director Adds 203 Phantom Stock Units

Rhea-AI Filing Summary

Sheri H. Edison, a director of Union Pacific Corporation (UNP), reported a transaction dated 10/01/2025. The Form 4 shows acquisition of 203 Phantom Stock Units convertible at a 1:1 ratio into common stock and payable in cash only upon retirement. The filing records an execution price of $234.74 associated with the underlying common stock and indicates 203 underlying shares from the units. After the reported transaction, Ms. Edison beneficially owns 3,037 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 10/02/2025.

Insights

Securities Analyst

TL;DR: A routine director compensation-related acquisition of 203 phantom units increases direct beneficial ownership to 3,037 shares; not materially transformative.

The report documents receipt of 203 Phantom Stock Units that convert 1:1 into common shares and are payable in cash at retirement. The stated $234.74 figure appears alongside the underlying common stock but the Form 4 does not provide context on valuation assumptions or overall compensation program size. For investors, this is a transparent disclosure of a director's compensation-related award and a modest increase in direct ownership. There is no indication of stock sales, pledging, or derivative trading activity that would signal more complex insider positioning.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard Section 16 reporting for director awards; details show cash-payment structure at retirement.

The filing clarifies the nature of the award: Phantom Stock Units with a 1:1 distribution ratio and a cash-only payout at retirement. That structure mitigates immediate share dilution but ties the economic benefit to continued service/retirement, consistent with typical director retention practices. The filing is complete for the reported transaction and signed by an attorney-in-fact, meeting form requirements. No governance red flags or unusual arrangements are disclosed in the document provided.

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^*

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)
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		203		(2)	(2)	Common Stock	203	$234.74	3,037	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	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 did Sheri H. Edison report on Form 4 for UNP?

The Form 4 reports acquisition of 203 Phantom Stock Units on 10/01/2025, with a 1:1 distribution ratio and payout in cash at retirement.

How many shares does Sheri H. Edison beneficially own after the transaction?

Following the reported transaction, Ms. Edison beneficially owns 3,037 shares directly.

When will the Phantom Stock Units be paid and in what form?

The Phantom Stock Units are payable in cash only commencing at retirement according to the Form 4 explanation.

What is the $234.74 amount shown on the Form 4?

The Form 4 lists $234.74 in association with the underlying common stock for the reported units; no further valuation context is provided in the filing.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Trevor L. Kingston, Attorney-in-Fact for Sheri H. Edison on 10/02/2025.