Union Pacific Form 4: Small ESPP purchase by EVP on 07/10/2025

Rhea-AI Filing Summary

Form 4 filing overview: Union Pacific Corp. (UNP) reports that EVP & Chief Information Officer Rahul Jalali purchased 9.569 shares of the company’s common stock on 07/10/2025 at a price of $237 per share under the company’s 2021 Employee Stock Purchase Plan (ESPP). Following the transaction, Jalali’s direct ownership stands at 28,787.115 shares. No derivative securities were involved, and there were no dispositions.

The filing reflects a routine, low-dollar ESPP acquisition that marginally increases insider ownership but does not represent a material change in the company’s share structure or insider sentiment.

Insights

Securities Analyst

TL;DR: Small ESPP buy by UNP CIO; negligible financial impact, largely routine.

The 9.569-share purchase (~$2,270) by EVP & CIO Rahul Jalali is a standard ESPP transaction. It slightly increments his direct stake to 28.8k shares, maintaining alignment with shareholders but does not alter Union Pacific’s insider ownership profile or signal a strategic shift. With no derivatives or sales disclosed, the event is administratively noteworthy yet immaterial to valuation or market perception.

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

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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)
07/10/2025

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	07/10/2025		A(1)		9.569	A	$237	28,787.115	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	07/11/2025
	** 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 Union Pacific (UNP) disclose in the latest Form 4?

EVP & CIO Rahul Jalali bought 9.569 common shares at $237 on 07/10/2025 via the 2021 ESPP.

How many Union Pacific shares does Rahul Jalali now own?

After the transaction, Jalali directly owns 28,787.115 shares of UNP.

Was the insider transaction a purchase or a sale?

It was an acquisition (code "A") under the company’s ESPP; no shares were sold.

Does the filing involve any derivative securities?

No. The Form 4 shows activity only in common stock; Table II lists no derivative positions.

Is this purchase likely to impact Union Pacific’s stock price?

Given the small size (~$2,270) relative to UNP’s market cap, the transaction is considered non-material and unlikely to influence price.