Union Pacific EVP sells shares after option exercise

UNION PACIFIC CORP EVP Marketing & Sales Kenyatta G. Rocker exercised stock options and sold shares in coordinated transactions.

Rhea-AI Filing Summary

UNION PACIFIC CORP EVP Marketing & Sales Kenyatta G. Rocker exercised stock options and sold shares in coordinated transactions. On April 24, 2026, he exercised options to acquire a total of 27,387 shares of common stock at strike prices of $161.57 and $186.11 per share, then sold the same total number of shares in open-market sales at $271.76 per share.

After these transactions, he held 61,101.9337 shares of Union Pacific common stock directly. He also had indirect holdings of 1,295.8212 shares by spouse, 2,043.9588 shares by a managed account, and 350 shares by a deferral account. Footnotes state that holdings include Union Pacific payroll-based, tax-reduction stock ownership plans and the 401(k) plan.

Insider Trade Summary

Exercise and Sale: 27,387 shares ($2.64M approx. pre-tax spread)

Exercise and Sale 9 txns

Insider Rocker Kenyatta G

Role EVP MARKETING & SALES

Sold 27,387 shs ($7.44M)

Approx. gross sale proceeds $7.44M

Approx. exercise cost $4.81M

Approx. pre-tax spread $2.64M

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Stock Option (right to buy)	11,856	$0.00	$0.00
Exercise	Non-Qualified Stock Option (right to buy)	15,531	$0.00	$0.00
Exercise	Common Stock	15,531	$186.11	$2.89M
Sale	Common Stock	15,531	$271.76	$4.22M
Exercise	Common Stock	11,856	$161.57	$1.92M
Sale	Common Stock	11,856	$271.76	$3.22M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 61,101.9337 shares (Direct); Common Stock — 350 shares (Indirect, By Deferral Account); Common Stock — 2,043.9588 shares (Indirect, by Managed Account); Common Stock — 1,295.8212 shares (Indirect, by Spouse)

Footnotes (2)

1. F1. Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan.
2. F2. This option became exercisable in three equal installments starting one year from the grant date.

Key Figures

Shares sold (lot 1): 11,856 shares at $271.76 Shares sold (lot 2): 15,531 shares at $271.76 Options exercised (strike 1): 11,856 shares at $161.57 +5 more

8 metrics

Shares sold (lot 1) 11,856 shares at $271.76 Open-market sale of common stock on April 24, 2026

Shares sold (lot 2) 15,531 shares at $271.76 Open-market sale of common stock on April 24, 2026

Options exercised (strike 1) 11,856 shares at $161.57 Non-derivative entry reflecting derivative exercise

Options exercised (strike 2) 15,531 shares at $186.11 Non-derivative entry reflecting derivative exercise

Direct holdings after transactions 61,101.9337 shares Common stock held directly following April 24, 2026 trades

Indirect holdings by spouse 1,295.8212 shares Common stock held indirectly by spouse

Indirect holdings by managed account 2,043.9588 shares Common stock held indirectly by managed account

Indirect holdings by deferral account 350 shares Common stock held indirectly by deferral account

Key Terms

Non-Qualified Stock Option (right to buy), open-market sale, derivative exercise/conversion, Payroll-based and Tax-reduction stock ownership plans, +1 more

5 terms

Non-Qualified Stock Option (right to buy) financial

"security_title: "Non-Qualified Stock Option (right to buy)""

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

Payroll-based and Tax-reduction stock ownership plans financial

"Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans"

401(k) plan financial

"Includes holdings in Union Pacific's ... 401(k) plan."

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

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

What insider transactions did UNP executive Kenyatta G. Rocker report on April 24, 2026?

Kenyatta G. Rocker reported exercising options for 27,387 Union Pacific shares and selling the same number in open-market trades at $271.76 per share. These transactions converted stock options into cash while maintaining a substantial remaining stock position.

How many Union Pacific (UNP) shares does Kenyatta G. Rocker hold after this Form 4?

After the reported transactions, Kenyatta G. Rocker held 61,101.9337 Union Pacific common shares directly. He also had indirect holdings of 1,295.8212 shares by spouse, 2,043.9588 shares by a managed account, and 350 shares by a deferral account.

At what prices did Kenyatta G. Rocker exercise Union Pacific (UNP) stock options and sell shares?

He exercised options at strike prices of $161.57 and $186.11 per Union Pacific share. He then sold 27,387 common shares in open-market sales at $271.76 per share, realizing a spread between the option exercise prices and the sale price.

What types of holdings are disclosed for Kenyatta G. Rocker in this Union Pacific Form 4?

The filing shows direct common stock ownership plus indirect holdings by spouse, a managed account, and a deferral account. Footnotes add that positions include Union Pacific payroll-based and tax-reduction stock ownership plans and the company’s 401(k) plan.

How many Union Pacific (UNP) shares did Kenyatta G. Rocker sell according to this Form 4?

He reported selling a total of 27,387 Union Pacific common shares in open-market transactions. These sales occurred at a reported price of $271.76 per share and were paired with option exercises for the same number of shares.

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

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Accepted by SEC EDGAR 04/28/2026 - 03:00 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^*

Rocker Kenyatta G

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP MARKETING & SALES

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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
Common Stock	04/24/2026		M		15,531	A	$186.11	76,632.9337	D
Common Stock	04/24/2026		S		15,531	D	$271.76	61,101.9337	D
Common Stock	04/24/2026		M		11,856	A	$161.57	72,957.9337	D
Common Stock	04/24/2026		S		11,856	D	$271.76	61,101.9337	D
Common Stock								350	I	By Deferral Account
Common Stock(1)								2,043.9588	I	by Managed Account
Common Stock								1,295.8212	I	by Spouse

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)	$161.57	04/24/2026		M			11,856	02/07/2020(2)	02/07/2029	Common Stock	11,856	$0.0	0	D
Non-Qualified Stock Option (right to buy)(2)	$186.11	04/24/2026		M			15,531	02/06/2021(2)	02/06/2030	Common Stock	15,531	$0.0	0	D

Explanation of Responses:

1. Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan.

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

	By: Trevor L. Kingston, Attorney-in-Fact For: Kenyatta G. Rocker	04/28/2026
	** 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)