Union Pacific (UNP) director awarded 256 phantom stock units in cash-settled grant

Rhea-AI Filing Summary

UNION PACIFIC CORP director David B. Dillon received a grant of phantom stock units linked to company shares. On this award date, he acquired 256 phantom stock units tied 1:1 to Union Pacific common stock at a reference value of $243.12 per unit. Following the grant, his balance increased to 13,622 phantom stock units. These phantom stock units are payable in cash only, commencing at retirement, so this filing reflects a compensation-related award rather than a market purchase or sale of Union Pacific shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DILLON DAVID B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	256	$243.12	$62K

Holdings After Transaction: Phantom Stock — 13,622 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.

Key Figures

Phantom stock units granted: 256 units Reference value per unit: $243.12 per unit Total phantom units after grant: 13,622 units +1 more

4 metrics

Phantom stock units granted 256 units Grant of phantom stock to director David B. Dillon

Reference value per unit $243.12 per unit Recorded price for phantom stock grant

Total phantom units after grant 13,622 units Dillon’s phantom stock balance following this award

Underlying security ratio 1:1 to common stock Distribution ratio for phantom stock units

Key Terms

Phantom Stock, Phantom Stock Units, payable in cash only, underlying security

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.

payable in cash only financial

"Phantom Stock Units are payable in cash only commencing at retirement."

underlying security financial

"underlying_security_title: "Common Stock""

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^*

DILLON DAVID B

(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)

X	Director		10% 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)

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	04/01/2026		A		256		(2)	(2)	Common Stock	256	$243.12	13,622	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: David B. Dillon	04/02/2026
	** 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)

FAQ

What insider transaction did UNP director David B. Dillon report?

David B. Dillon reported receiving a grant of 256 phantom stock units. These units are a cash-settled, stock-linked compensation award rather than an open-market trade, increasing his total phantom stock holdings to 13,622 units tied to Union Pacific common shares.

How many Union Pacific phantom stock units were granted to David B. Dillon?

He was granted 256 phantom stock units. Each unit is linked 1:1 to a share of Union Pacific common stock, providing stock-based economic exposure while being payable only in cash, typically aligning director compensation with shareholder interests over time.

At what value were David B. Dillon’s phantom stock units recorded for this grant at UNP?

The 256 phantom stock units were recorded at $243.12 per unit. This value provides the reference price for the award and helps quantify the size of the cash-settled, stock-linked compensation Dillon received in this particular Form 4 filing.

What is David B. Dillon’s total phantom stock holding after this UNP grant?

After this grant, David B. Dillon holds 13,622 phantom stock units. This total represents his accumulated cash-settled, stock-linked compensation tied to Union Pacific common stock, reflecting his ongoing long-term alignment with the company’s equity performance.

How are Union Pacific phantom stock units for directors like David B. Dillon settled?

The phantom stock units are payable in cash only, commencing at retirement. Although the units track Union Pacific’s common stock 1:1, they do not convert into actual shares, functioning instead as a deferred cash compensation vehicle for the director.