Union Pacific director reports 194 phantom stock units; cash-paid at retirement

Rhea-AI Filing Summary

John P. Wiehoff, a director of Union Pacific Corporation (UNP), reported acquiring 194 phantom stock units tied to UNP common stock on 10/01/2025. The filing shows those 194 units correspond 1:1 to common shares and the transaction increased his reported beneficial ownership to 1,659 shares. The phantom units have a $0.0 stated conversion price and are payable in cash only upon retirement, according to the filing. The report was submitted by an attorney-in-fact on behalf of Mr. Wiehoff.

Positive

• Director increased economic stake by acquiring 194 phantom stock units tied 1:1 to common shares
• Beneficial ownership rose to 1,659 shares, strengthening alignment between the director and shareholders

Negative

• Phantom units are payable in cash only at retirement, so they do not provide current share voting rights or dilution transparency
• Units have a $0.0 stated conversion price indicating a notional award rather than immediately issued equity

Insights

Corporate Governance Expert

TL;DR: Director received 194 phantom units increasing beneficial ownership to 1,659 shares; units pay out in cash at retirement.

The acquisition of 194 phantom stock units is a non-equity compensation event that increases the director's economic exposure to UNP without issuing current shares. Because the phantom units are payable in cash at retirement, they do not dilute existing shareholders now but align long-term interests with the company’s performance. The filing clearly states a 1:1 distribution ratio and that the units are payable in cash only at retirement, which is important for assessing immediate voting or share-count effects.

Securities Analyst

TL;DR: Modest insider acquisition of phantom units; limited immediate market impact given cash-only payout and small share count.

The reported 194 phantom units underlying common stock and a total 1,659 shares beneficially owned by the director represent a relatively small position versus Union Pacific’s market capitalization. The transaction code indicates an acquisition and the reported price reference is $234.74 per share in the filing, which provides context for the notional value of the units. Because the units convert to cash at retirement and are not currently exercisable equity, investor-level implications are limited.

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).

1. Name and Address of Reporting Person^*

WIEHOFF JOHN

(Last) (First) (Middle)

1400 DOUGLAS ST.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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	10/01/2025		A		194		(2)	(2)	Common Stock	194	$234.74	1,659	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: John P. Wiehoff	10/02/2025
	** 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 did UNP director John P. Wiehoff report acquiring on Form 4?

He reported acquiring 194 phantom stock units tied 1:1 to UNP common stock on 10/01/2025.

How many UNP shares does John P. Wiehoff beneficially own after the transaction?

The filing shows he beneficially owns 1,659 shares following the reported transaction.

Are the phantom stock units payable in shares or cash?

The filing states the phantom stock units are payable in cash only commencing at retirement.

Does this Form 4 indicate immediate dilution for UNP shareholders?

No; the phantom units are cash-settled at retirement, so there is no immediate issuance of shares or dilution disclosed.

What price is referenced in the Form 4 for these units?

The filing references $234.74 in connection with the underlying common stock amount.