[Form 4] Union Pacific Corp. Insider Trading Activity

Rhea-AI Filing Summary

Union Pacific Corp. (UNP) – Form 4 insider activity

Director Sheri H. Edison reported one transaction dated 07/01/2025. She acquired 201 Phantom Stock Units (deferred-compensation derivative security) at a stated price of $0.00 conversion price, with the underlying reference price shown as $235.57 per share. Phantom units convert to cash on retirement on a 1:1 basis with the company’s common shares. Following this award, Edison’s total beneficial ownership of phantom units rose to 2,834, held directly.

The filing contains no sales, no non-derivative share movements and no changes to ordinary share ownership. Because phantom stock is settled in cash, it does not immediately alter the company’s share count but increases the director’s economic exposure to UNP’s share price.

Insights

Equity Compensation Analyst

TL;DR: Routine grant of 201 phantom units; minimal financial impact, slightly increases director alignment.

The transaction represents a standard Board compensation grant rather than an open-market purchase. At 201 units, the notional value is roughly $47k at the disclosed $235.57 reference price—immaterial versus Union Pacific’s multi-billion market cap. Because settlement is in cash upon retirement, dilution is irrelevant. Still, the additional exposure modestly strengthens director–shareholder alignment. Overall impact on valuation, liquidity, or governance is negligible and therefore neutral.

Portfolio Manager

TL;DR: Small deferred-comp grant, no trading signal, neutral for stock.

Investors often watch Form 4s for sentiment clues. Here, the director did not buy shares in the market; she merely received deferred phantom stock as part of standard compensation. The holding increase to 2,834 units is too small to influence insider-sentiment models and provides no insight into the company’s operating outlook. I regard the disclosure as routine, non-actionable, and not price-moving.

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^*

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)
07/01/2025

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	07/01/2025		A		200		(2)	(2)	Common Stock	200	$235.57	2,720	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	07/02/2025
	** 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 Union Pacific (UNP) disclose in the latest Form 4?

Director Sheri H. Edison acquired 201 phantom stock units on 07/01/2025, raising her total to 2,834 units.

Was there any sale of Union Pacific shares in this filing?

No. The Form 4 shows only an acquisition of phantom stock; no shares were sold.

What is the conversion ratio for the phantom stock units?

Each unit converts to cash at a 1:1 ratio to Union Pacific common stock value upon retirement.

Does this transaction dilute existing Union Pacific shareholders?

No. Phantom stock is cash-settled; it does not issue new shares and therefore causes no dilution.

How many Union Pacific phantom stock units does the director now hold?

After the reported grant, Sheri H. Edison beneficially owns 2,834 phantom stock units.