Union Pacific (UNP) Insider Purchase: Powers Adds to Holdings via ESPP

Rhea-AI Filing Summary

Union Pacific insider Carrie J. Powers purchased 7.086 shares of Union Pacific common stock on 09/10/2025 at a reported price of $215.19 per share under the 2021 Employee Stock Purchase Plan. After the transaction, the filing reports Ms. Powers beneficially owns 7,393.543 shares directly and 947.665 shares indirectly through a managed account. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Powers on 09/11/2025. The filing indicates this is a routine employee plan purchase rather than an open-market trade or grant.

Positive

• Insider participation in the 2021 Employee Stock Purchase Plan demonstrates alignment with employee ownership
• Timely disclosure filed and signed (attorney-in-fact noted), satisfying Section 16 reporting requirements

Negative

• None.

Insights

Financial Analyst

TL;DR: Small ESPP purchase; non-material to UNP's valuation but shows executive participation in employee ownership.

The reported acquisition of 7.086 shares at $215.19 is immaterial in absolute size relative to Union Pacific's market capitalization and does not change outstanding share counts meaningfully. The post-transaction beneficial ownership figures—7,393.543 shares direct and 947.665 shares indirect—provide transparency on the reporting person's stake. This transaction reflects routine participation in the company ESPP and does not disclose any larger trades or derivative activity.

Corporate Governance Expert

TL;DR: Routine insider disclosure of an ESPP purchase; complies with Section 16 reporting requirements.

The Form 4 documents a Section 16 reportable acquisition executed under the company's 2021 Employee Stock Purchase Plan and is properly filed by one reporting person. The signature by an attorney-in-fact is noted. There are no indications of departures, option exercises, or sales that would raise governance flags. This is a standard disclosure consistent with insider participation programs.

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^*

Powers Carrie 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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
Common Stock	09/10/2025		A(1)		7.086	A	$215.19	7,393.543	D
Common Stock								947.665	I	by Managed Account

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

Explanation of Responses:

1. Purchase pursuant to the 2021 Employee Stock Purchase Plan.

	By: Trevor L. Kingston, Attorney-in-Fact For: Carrie J. Powers	09/11/2025
	** 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 transaction did Carrie J. Powers report on Form 4 for UNP?

The filing reports a purchase of 7.086 shares of Union Pacific common stock on 09/10/2025 under the 2021 Employee Stock Purchase Plan at $215.19 per share.

How many shares does Carrie J. Powers beneficially own after the transaction?

The Form 4 reports 7,393.543 shares beneficially owned directly and 947.665 shares beneficially owned indirectly through a managed account.

Was this transaction a market sale or an ESPP purchase?

The transaction is identified in the filing as a purchase pursuant to the 2021 Employee Stock Purchase Plan, not an open-market sale.

When was the Form 4 signed and by whom?

The form shows it was signed by Trevor L. Kingston, Attorney-in-Fact on behalf of Carrie J. Powers on 09/11/2025.

Does the Form 4 show any derivative transactions or option exercises?

No derivative securities, option exercises, or other derivative transactions are reported in Table II of this Form 4.