Union Pacific director receives phantom stock award

WIEHOFF JOHN reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

WIEHOFF JOHN reported acquisition or exercise transactions in this Form 4 filing.

UNION PACIFIC CORP director John Wiehoff received a grant of 167 Phantom Stock units tied to the company’s common stock. The award was recorded at a reference price of $277.73 per unit and brings his total Phantom Stock holdings to 2,216 units.

The Phantom Stock units track Union Pacific’s share value on a 1:1 basis but are payable in cash only, commencing at retirement. This is a compensation-related, non‑trading transaction and does not represent an open‑market purchase or sale of Union Pacific shares.

Insights

Executive compensation analyst

Routine cash-settled phantom stock grant as director compensation.

Director John Wiehoff received an award of 167 Phantom Stock units, each referenced to Union Pacific common stock at $277.73. This increases his Phantom Stock balance to 2,216 units, reflecting ongoing equity-linked compensation rather than market trading.

The units are payable in cash only starting at retirement, so they do not add voting power or immediate equity ownership. Because this is a standard grant under a deferred compensation structure, it is best viewed as routine and not a directional signal on UNION PACIFIC CORP shares.

Insider Trade Summary

Grant/Award: 167 shares

Grant/Award 1 txn

Insider WIEHOFF JOHN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	167	$277.73	$46K

Holdings After Transaction: Phantom Stock — 2,216 contracts (Direct)

Footnotes (2)

1. F1. Distribution ratio for Phantom Stock Units is 1:1.
2. F2. Phantom Stock Units are payable in cash only commencing at retirement.

Key Figures

Phantom Stock units granted: 167 units Reference price per unit: $277.73 per unit Total Phantom Stock after grant: 2,216 units +1 more

4 metrics

Phantom Stock units granted 167 units Grant on July 1, 2026

Reference price per unit $277.73 per unit Phantom Stock award value basis

Total Phantom Stock after grant 2,216 units Director’s Phantom Stock balance after transaction

Underlying common stock units 167 shares equivalent 1:1 distribution ratio to common stock value

Key Terms

Phantom Stock, Phantom Stock Units, Form 4, Grant, award, or other acquisition

4 terms

Phantom Stock financial

"security_title: "Phantom Stock""

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Phantom Stock Units financial

"Distribution ratio for Phantom Stock Units is 1:1."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Union Pacific (UNP) director John Wiehoff report on this Form 4?

John Wiehoff reported receiving a grant of 167 Phantom Stock units linked to Union Pacific common stock. This award is part of his compensation and increases his total Phantom Stock holdings to 2,216 units, without involving any open-market stock purchase or sale.

Is John Wiehoff buying or selling Union Pacific (UNP) shares in this Form 4?

No, this Form 4 does not show any open-market buy or sell of Union Pacific shares. It records a compensation-related acquisition of 167 Phantom Stock units, which are cash‑settled and reference the company’s stock value without creating immediate share ownership.

How many Phantom Stock units does John Wiehoff now hold for Union Pacific (UNP)?

After this grant, John Wiehoff holds a total of 2,216 Phantom Stock units. The filing shows 167 new units awarded, adding to his prior balance, and all units track Union Pacific’s share price on a one‑for‑one basis for future cash settlement.

At what price were the new Union Pacific (UNP) Phantom Stock units granted to John Wiehoff?

The 167 Phantom Stock units were recorded at a reference price of $277.73 per unit. This value is used for the award’s accounting and tracking but does not reflect a market trade, since the units are deferred, cash‑settled compensation instruments.

When will John Wiehoff’s Union Pacific (UNP) Phantom Stock units be paid out?

The Phantom Stock units are payable in cash only, commencing at retirement. Until then, the units track Union Pacific’s stock value on a 1:1 basis, providing deferred, equity‑linked compensation rather than immediate stock ownership or current cash payments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 12:40 PM EDT Learn about SEC filing dates

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^*

WIEHOFF JOHN

(Last) (First) (Middle)

1400 DOUGLAS ST.

(Street)

OMAHA NEBRASKA 68179

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		A		167		(2)	(2)	Common Stock	167	$277.73	2,216	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: John P. Wiehoff	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)