Union Pacific (UNP) CFO receives new stock units and options grant

Rhea-AI Filing Summary

Union Pacific Corporation’s EVP & Chief Financial Officer Jennifer L. Hamann reported new equity awards dated 02/05/2026. She received 17,898 shares of common stock at $0.0, representing a performance retention unit award payable only in stock, with a three-year vesting period and payout based on performance criteria.

She was also granted a non-qualified stock option for 29,811 shares at an exercise price of $251.45, becoming exercisable in three equal installments starting one year from the grant date and expiring on 02/05/2036. After these transactions, she directly owns 126,739.8976 common shares and indirectly holds 5,654.613 shares through a deferral account, plus the new option grant.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hamann Jennifer L

Role EVP & CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (right to buy)	29,811	$0.00	--
Grant/Award	Common Stock	17,898	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 29,811 shares (Direct); Common Stock — 126,739.898 shares (Direct); Common Stock — 5,654.613 shares (Indirect, By Deferral Account)

Footnotes (1)

1. Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met. This option becomes exercisable in three equal installments starting one year from the grant date.

Form 4 Insider Transactions: What Each Field Means →

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^*

Hamann Jennifer L

(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)
	EVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A(1)		17,898	A	$0.0	126,739.8976	D
Common Stock								5,654.613	I	By Deferral 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
Non-Qualified Stock Option (right to buy)(2)	$251.45	02/05/2026		A		29,811		02/05/2027(2)	02/05/2036	Common Stock	29,811	$0.0	29,811	D

Explanation of Responses:

1. Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.

2. This option becomes exercisable in three equal installments starting one year from the grant date.

	By: Trevor L. Kingston, Attorney-in-Fact For: Jennifer L. Hamann	02/06/2026
	** 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.

FAQ

What insider transaction did Union Pacific (UNP) report for its CFO?

Union Pacific reported that CFO Jennifer L. Hamann received equity awards on 02/05/2026. She was granted 17,898 performance-based common stock units and a non-qualified stock option for 29,811 shares, in addition to existing direct and indirect common stock holdings.

How many Union Pacific (UNP) shares did the CFO acquire in this Form 4?

The CFO acquired 17,898 shares of Union Pacific common stock at $0.0 through a performance retention unit award. These shares vest over three years and the final number delivered depends on meeting specified performance criteria at vesting.

What are the terms of the Union Pacific (UNP) stock options granted to the CFO?

The CFO received a non-qualified stock option for 29,811 Union Pacific shares with a $251.45 exercise price. The option becomes exercisable in three equal installments starting one year from the 02/05/2026 grant date and expires on 02/05/2036.

How many Union Pacific (UNP) shares does the CFO own after the reported grants?

After the reported grants, the CFO directly owns 126,739.8976 Union Pacific common shares and indirectly holds 5,654.613 shares through a deferral account. She also beneficially owns 29,811 stock options that, if exercised, would convert into additional common shares.

What is a performance retention unit award in Union Pacific’s (UNP) filing?

The performance retention unit award has a 1:1 distribution ratio and is payable only in Union Pacific common stock. It vests over three years from the grant date, and the 17,898 reported shares represent the maximum payout subject to achieving specified performance conditions.