Union Pacific Insider Filing: 262 Phantom Stock Units Added by Director

Rhea-AI Filing Summary

David B. Dillon, a director of Union Pacific Corporation (UNP), reported a non-cash receipt of 262 Phantom Stock units on 10/01/2025 that are payable in cash at retirement on a 1:1 distribution ratio. The report shows the phantom units were converted into an economic interest equivalent to 262 shares of Common Stock valued at $234.74 per share for reporting purposes, increasing his reported beneficial ownership to 13,099 shares.

The Form 4 was filed as a single reporting person filing and was signed by an attorney-in-fact on behalf of Mr. Dillon on 10/02/2025. The filing indicates the director status of the reporting person and clarifies the phantom units are cash-settled at retirement rather than delivering actual shares.

Positive

• Acquisition of 262 Phantom Stock units, providing additional economic interest to the director without immediate share issuance
• Clear disclosure of transaction date (10/01/2025), filing date (10/02/2025), and post-transaction beneficial ownership (13,099 shares)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine director compensation converted to cash-settled phantom units; no new equity dilution or sudden insider sale indicated.

The Form 4 documents a standard director benefit: 262 Phantom Stock units reported as acquired on 10/01/2025 and described as payable in cash at retirement with a 1:1 distribution ratio. This is typical non-dilutive compensation that creates an economic stake without issuing shares today. The filing also discloses 13,099 shares beneficially owned post-transaction, providing transparency on the director's holdings.

Securities Analyst

TL;DR Non-derivative reporting of cash-settled phantom units; transaction has limited immediate market impact.

The reported valuation reference of $234.74 per share is used to quantify the phantom units but does not represent an open-market trade. The acquisition is recorded as code "A" for acquisition and increases reported beneficial ownership to 13,099 shares. Because the units are cash-settled at retirement, there is no issuance of common stock now, so the effect on share count and liquidity is immaterial in the near term.

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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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^*

DILLON DAVID 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)

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		262		(2)	(2)	Common Stock	262	$234.74	13,099	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: David B. Dillon	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 UNP director David B. Dillon report on Form 4?

He reported acquisition of 262 Phantom Stock units on 10/01/2025, increasing his reported beneficial ownership to 13,099 shares.

Are the Phantom Stock units convertible into Union Pacific shares?

No; the Form 4 states the Phantom Stock units have a 1:1 distribution ratio and are payable in cash only commencing at retirement.

What price was used to value the reported units?

The filing lists a reference price of $234.74 per share for the 262 units in the reporting of the transaction.

Did the Form 4 disclose any sale or disposition of shares by Mr. Dillon?

No; the transaction is coded as an acquisition (A) of phantom units and shows no disposition of common stock.

Who signed the Form 4?

The form was signed by Trevor L. Kingston, Attorney-in-Fact on behalf of David B. Dillon on 10/02/2025.