Union Pacific EVP Reports 10.539-Share ESPP Purchase at $215.19

Rhea-AI Filing Summary

Rahul Jalali, Executive Vice President & Chief Information Officer of Union Pacific Corporation (UNP), reported a purchase of 10.539 shares of the issuer's common stock on 09/10/2025 at a price of $215.19 per share. The Form 4 states the purchase was made pursuant to the 2021 Employee Stock Purchase Plan. Following the reported transaction the form lists 28,807.86 as the amount of securities beneficially owned. The filing was submitted by an attorney-in-fact on 09/11/2025.

Positive

• Transaction disclosed promptly with transaction date 09/10/2025 and filing submitted 09/11/2025
• Purchase executed under the 2021 Employee Stock Purchase Plan, indicating standard employee equity participation

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider participated in company ESPP; disclosure filed promptly, indicating routine insider equity activity and compliance with Section 16 reporting.

The reported purchase by the EVP & Chief Information Officer via the 2021 Employee Stock Purchase Plan is a standard form of employee equity participation and is disclosed on Form 4 as required. The filing identifies the transaction date, price and the method of acquisition, and it was signed via attorney-in-fact the next day, which is consistent with timely reporting practices. No additional governance issues or departures from disclosure norms are evident in the document.

Equity Compensation Analyst

TL;DR: Small ESPP purchase recorded; transaction details are explicit but the absolute size relative to total holdings is not provided in this filing.

The Form 4 explicitly lists acquisition of 10.539 shares at $215.19 under the 2021 ESPP and reports the resulting beneficial ownership figure of 28,807.86. This indicates routine employee participation in an ESPP. The filing includes the necessary transaction code and acquisition method. The document does not provide vesting schedules or broader compensation context, which limits deeper assessment of dilution or ongoing grant programs.

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^*

Jalali Rahul

(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 & CHIEF INFORMATION OFFICE

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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
Common Stock	09/10/2025		A(1)		10.539	A	$215.19	28,807.86	D

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

Explanation of Responses:

1. Purchase pursuant to the 2021 Employee Stock Purchase Plan.

	By: Trevor L. Kingston, Attorney-in-Fact For: Rahul Jalali	09/11/2025
	** 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 insider Rahul Jalali report on Form 4?

He reported purchasing 10.539 shares of Union Pacific common stock on 09/10/2025 at $215.19 per share.

Under what plan was the UNP stock purchase made?

The purchase was made pursuant to the 2021 Employee Stock Purchase Plan, as stated in the Form 4 explanation.

How many shares does the Form 4 state are beneficially owned after the transaction?

The form lists 28,807.86 as the amount of securities beneficially owned following the reported transaction.

Who filed and signed the Form 4 for Rahul Jalali?

The Form 4 was filed by Trevor L. Kingston, Attorney-in-Fact for Rahul Jalali and dated 09/11/2025.

What price was paid per share in the reported transaction?

$215.19 per share is the reported transaction price on the Form 4.