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Union Pacific (UNP) director awarded 191 phantom stock units payable in cash

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Union Pacific Corp director John Wiehoff received a grant of phantom stock units. On this award date, he acquired 191 phantom stock units at a reference price of $243.12 per unit. The grant increased his phantom stock holdings to 2,049 units, which are payable in cash only commencing at retirement on a 1:1 distribution ratio with common stock.

Positive

  • None.

Negative

  • None.
Insider WIEHOFF JOHN
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 191 $243.12 $46K
Holdings After Transaction: Phantom Stock — 2,049 shares (Direct)
Footnotes (1)
  1. Distribution ratio for Phantom Stock Units is 1:1. Phantom Stock Units are payable in cash only commencing at retirement.
Phantom stock units granted 191 units Grant of phantom stock units on acquisition date
Reference price per unit $243.12 per unit Transaction price for phantom stock grant
Total phantom units after grant 2,049 units Holdings following transaction
Underlying common stock 191 shares Underlying common stock equivalent for granted units
Distribution ratio 1:1 Phantom Stock Units to common stock ratio
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 commencing at retirement financial
"Phantom Stock Units are payable in cash only commencing at retirement."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
WIEHOFF JOHN
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)$0.004/01/2026A191 (2) (2)Common Stock191$243.122,049D
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. Wiehoff04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Union Pacific (UNP) disclose for John Wiehoff?

Union Pacific disclosed that director John Wiehoff received a grant of 191 phantom stock units. These units are a form of compensation linked to common stock and are payable in cash only commencing at retirement, according to the filing’s footnotes.

How many phantom stock units does John Wiehoff hold after this UNP Form 4?

After this transaction, John Wiehoff holds a total of 2,049 phantom stock units. The filing shows that 191 new units were granted, increasing his prior balance, and notes that these units are payable in cash at retirement on a 1:1 basis with common stock.

At what reference price were John Wiehoff’s Union Pacific phantom stock units granted?

The 191 phantom stock units granted to John Wiehoff were recorded at a reference price of $243.12 per unit. This price appears in the transaction details for the derivative security and helps quantify the value of the compensation on the grant date.

How are Union Pacific phantom stock units for John Wiehoff settled?

The phantom stock units are settled in cash only, commencing at retirement. According to the footnotes, the distribution ratio for these Phantom Stock Units is 1:1, meaning each unit corresponds to one share of Union Pacific common stock for determining the cash amount payable.

Does the John Wiehoff UNP phantom stock grant represent a buy or sell transaction?

The transaction represents an acquisition through a grant or award, not an open-market buy or sell. The Form 4 classifies it under a grant, award, or other acquisition code, reflecting compensation rather than a discretionary trade in Union Pacific shares.