Union Pacific (NYSE: UNP) CEO granted 83,516 units and 139,107 options

Rhea-AI Filing Summary

Union Pacific Corporation reported new equity awards for CEO and director Vincenzo J. Vena. On February 5, 2026, he acquired 83,516 shares of common stock from a performance retention unit award, representing the maximum shares he may earn based on three-year performance goals.

He was also granted a non-qualified stock option for 139,107 shares of common stock at an exercise price of $251.45 per share. This option becomes exercisable in three equal installments starting one year from the grant date and expires on February 5, 2036. Following these transactions, he directly holds 220,624.259 shares of common stock and 139,107 options.

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
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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^*

Vena Vincenzo J

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

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)		83,516	A	$0.0	220,624.259	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		139,107		02/05/2027(2)	02/05/2036	Common Stock	139,107	$0.0	139,107	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: Vincenzo J. Vena	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 transactions did Union Pacific (UNP) report for Vincenzo J. Vena?

Union Pacific reported that CEO Vincenzo J. Vena received 83,516 performance-based common shares and a non-qualified stock option for 139,107 shares at $251.45 per share, all as equity compensation granted on February 5, 2026.

How many Union Pacific (UNP) shares does CEO Vincenzo J. Vena now directly own?

After the reported equity awards, CEO Vincenzo J. Vena directly owns 220,624.259 shares of Union Pacific common stock. This figure reflects his beneficial ownership following the February 5, 2026 performance share grant disclosed in the Form 4 filing.

What are the terms of Vincenzo J. Vena’s 139,107 Union Pacific stock options?

Vincenzo J. Vena’s non-qualified stock option covers 139,107 Union Pacific shares at a $251.45 exercise price. The option vests in three equal installments starting one year after the February 5, 2026 grant date and expires on February 5, 2036.

How does the Union Pacific performance retention unit award for Vincenzo J. Vena work?

The performance retention unit award has a 1:1 distribution ratio and is payable only in Union Pacific common stock. The 83,516 shares shown are the maximum he can receive; the actual shares vesting depend on specified performance criteria over a three-year period from grant.

Is the 83,516-share Union Pacific award to Vincenzo J. Vena guaranteed?

The 83,516 shares represent the maximum payout, not a guaranteed amount. The actual number of Union Pacific shares delivered at vesting depends on whether the company meets the applicable performance criteria over the three-year vesting period starting from the grant date.

Are Vincenzo J. Vena’s new Union Pacific (UNP) awards direct or indirect holdings?

Both the 83,516 performance-based common shares and the 139,107 non-qualified stock options are reported as direct holdings. The Form 4 lists the ownership form for these securities as “D” (Direct), with no separate entity noted for indirect beneficial ownership.