Union Pacific director granted 251 phantom units

HOPKINS DEBORAH C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

HOPKINS DEBORAH C reported acquisition or exercise transactions in this Form 4 filing.

Union Pacific director Deborah C. Hopkins received a compensation grant of 251 Phantom Stock units tied to Union Pacific common stock. The units have a reference value of $243.12 per unit and are linked to common stock on a 1:1 basis. After this award, she holds 12,781 Phantom Stock units in total. These Phantom Stock units are payable in cash only, commencing at retirement, so they represent deferred cash-based compensation rather than current share ownership.

Insider Trade Summary

Grant/Award: 251 shares

Grant/Award 1 txn

Insider HOPKINS DEBORAH C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	251	$243.12	$61K

Holdings After Transaction: Phantom Stock — 12,781 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: 251 units Reference price per unit: $243.12 per unit Total Phantom Stock units after grant: 12,781 units +1 more

4 metrics

Phantom Stock units granted 251 units Grant to director Deborah C. Hopkins

Reference price per unit $243.12 per unit Phantom Stock grant valuation

Total Phantom Stock units after grant 12,781 units Holdings following the transaction

Distribution ratio 1:1 Phantom Stock Units to common stock

Key Terms

Phantom Stock, Phantom Stock Units, distribution ratio, payable in cash only

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.

distribution ratio financial

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

payable in cash only financial

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

FAQ

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

What insider transaction did Deborah C. Hopkins report at Union Pacific (UNP)?

Deborah C. Hopkins reported receiving a grant of 251 Phantom Stock units as compensation. Each unit is tied to Union Pacific common stock on a 1:1 basis and has a reference value of $243.12, increasing her total Phantom Stock holdings to 12,781 units.

How many Phantom Stock units does Deborah C. Hopkins now hold at Union Pacific (UNP)?

After the latest grant, Deborah C. Hopkins holds 12,781 Phantom Stock units. This total includes the 251 new units awarded, which are linked 1:1 to Union Pacific common stock but will be settled in cash beginning at retirement rather than in actual shares.

What is the value reference for the new Phantom Stock units at Union Pacific (UNP)?

The 251 newly granted Phantom Stock units use a reference price of $243.12 per unit. This price is used to determine the cash value of the units, which are tied 1:1 to Union Pacific common stock but paid out in cash when the director retires.

How do Union Pacific (UNP) Phantom Stock units work for directors?

Union Pacific Phantom Stock units track the value of common stock with a 1:1 distribution ratio. However, they are payable in cash only, commencing at retirement. This structure provides stock-based economic exposure for directors without issuing actual shares or voting rights today.

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

No, this event reflects a grant of 251 Phantom Stock units as compensation, not an open-market trade. The units are cash-settled at retirement and provide value linked to Union Pacific’s common stock, rather than representing a purchase or sale of actual shares.

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

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Accepted by SEC EDGAR 04/02/2026 - 02:01 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^*

HOPKINS DEBORAH C

(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)
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		251		(2)	(2)	Common Stock	251	$243.12	12,781	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: Deborah C. Hopkins	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)