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Union Pacific (UNP) director awarded 189 Phantom Stock units in cash-settled plan

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tien John K Jr reported acquisition or exercise transactions in this Form 4 filing.

Union Pacific Corp director John K. Tien Jr. received a grant of 189 Phantom Stock units on April 1, 2026. Each unit is linked 1:1 to a share of common stock and was valued at $243.12 per unit for this award. Following the grant, Tien holds a total of 1,770 Phantom Stock units. These Phantom Stock Units are payable in cash only, commencing at retirement, so they represent a deferred, cash-settled compensation arrangement rather than current stock ownership or an open-market trade.

Positive

  • None.

Negative

  • None.
Insider Tien John K Jr
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 189 $243.12 $46K
Holdings After Transaction: Phantom Stock — 1,770 shares (Direct)
Footnotes (1)
  1. Distribution ratio for Phantom Stock Units is 1:1. Phantom Stock Units are payable in cash only commencing at retirement.
Phantom Stock units granted 189 units Grant dated April 1, 2026
Award valuation per unit $243.12 per unit Phantom Stock grant reference price
Total Phantom Stock units after grant 1,770 units Holdings following the April 1, 2026 award
Distribution ratio 1:1 Phantom Stock Units to Union Pacific common stock
Phantom Stock financial
"The security title is listed as Phantom Stock in the transaction."
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
"Phantom Stock Units are payable in cash only commencing at retirement."
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.
distribution ratio financial
"Distribution ratio for Phantom Stock Units is 1:1."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Tien John K Jr
(Last)(First)(Middle)
1400 DOUGLAS STREET
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)$0.004/01/2026A189 (2) (2)Common Stock189$243.121,770D
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 K. Tien, Jr.04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did UNION PACIFIC CORP (UNP) report for John K. Tien Jr.?

Union Pacific reported that director John K. Tien Jr. received 189 Phantom Stock units as a compensation award. The award was dated April 1, 2026 and increases his total Phantom Stock holdings to 1,770 units, all tied economically to Union Pacific common stock.

What are Phantom Stock units in the UNION PACIFIC CORP (UNP) filing?

Phantom Stock units are deferred compensation instruments whose value tracks Union Pacific common stock on a 1:1 basis. In this case, they do not deliver actual shares but are payable in cash only, commencing at retirement, aligning the director’s incentives with shareholder performance over time.

How many Phantom Stock units were granted to the Union Pacific (UNP) director?

The director received a grant of 189 Phantom Stock units in this transaction. At the time of the award, these units were valued at $243.12 per unit, and the grant increased his total Phantom Stock balance to 1,770 units linked to Union Pacific’s common stock.

When will the Phantom Stock units for UNION PACIFIC CORP (UNP) be paid out?

The Phantom Stock Units are payable in cash only, commencing at retirement. This means the director does not receive current shares or cash, but instead accumulates a deferred cash benefit whose value tracks Union Pacific’s common stock until retirement.

Does the Union Pacific (UNP) Phantom Stock grant involve open-market buying or selling?

The reported transaction is a grant of Phantom Stock units as compensation, not an open-market purchase or sale. The director acquires 189 units that are cash-settled at retirement, so there is no immediate trading in Union Pacific shares associated with this award.

What is the distribution ratio for UNION PACIFIC CORP (UNP) Phantom Stock units?

The filing states that the distribution ratio for Phantom Stock Units is 1:1. This means each Phantom Stock unit’s value corresponds to one share of Union Pacific common stock, even though the units themselves will be settled in cash rather than actual shares.