Union Pacific (UNP) EVP granted 15,512 shares and 25,836 stock options

Rhea-AI Filing Summary

Union Pacific EVP Operations Eric J. Gehringer reported new equity awards. On February 5, 2026, he acquired 15,512 shares of Union Pacific common stock at $0.00 per share, bringing his directly held common stock to 60,050.9836 shares, with another 7,264.067 shares held indirectly in a deferral account.

He was also granted a non-qualified stock option for 25,836 shares of common stock at an exercise price of $251.45 per share. This option becomes exercisable in three equal installments starting one year from the grant date and expires on February 5, 2036. Some of the stock-related awards are tied to performance and vesting conditions, and may pay out only if specified performance criteria are met.

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).

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^*

Gehringer Eric 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)
	EVP OPERATIONS

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)		15,512	A	$0.0	60,050.9836	D
Common Stock(2)								7,264.067	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)(3)	$251.45	02/05/2026		A		25,836		02/05/2027(3)	02/05/2036	Common Stock	25,836	$0.0	25,836	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. Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain.

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

	By: Trevor L. Kingston, Attorney-in-Fact For: Eric J. Gehringer	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.
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FAQ

What insider transaction did Union Pacific (UNP) report for Eric J. Gehringer?

Union Pacific reported that EVP Operations Eric J. Gehringer acquired 15,512 shares of common stock at $0.00 per share. This increased his directly held stake to 60,050.9836 shares, with an additional 7,264.067 shares held indirectly through a deferral account.

What stock option grant did the Union Pacific (UNP) EVP receive?

Eric J. Gehringer received a non-qualified stock option covering 25,836 Union Pacific common shares at an exercise price of $251.45. The option vests in three equal installments starting one year after the February 5, 2026 grant date and expires on February 5, 2036.

How many Union Pacific (UNP) shares does the EVP own after this Form 4?

After the reported transactions, Eric J. Gehringer directly owns 60,050.9836 Union Pacific common shares. He also has 7,264.067 additional shares held indirectly in a deferral account, reflecting equity accumulated through company compensation and deferral programs.

What are the terms of the Union Pacific (UNP) performance retention unit award?

The performance retention unit award has a 1:1 distribution ratio into Union Pacific common stock and vests over three years from the grant date. The 15,512 reported shares represent the maximum potential payout, which depends on meeting specified performance criteria at vesting.

How do the Union Pacific (UNP) restricted stock units convert for the EVP?

Certain awards represent conversion of restricted stock units to fully vested stock units on a 1:1 basis into Union Pacific common shares. These are payable only in common stock, either at termination of employment or on a specified future date, as outlined in the plan terms.

Is the new Union Pacific (UNP) stock option immediately exercisable?

No, the new non-qualified stock option for 25,836 Union Pacific shares is not fully exercisable immediately. It becomes exercisable in three equal installments, starting one year from the February 5, 2026 grant date, and remains exercisable until February 5, 2036.