Union Pacific (UNP) director receives 166 cash-settled Phantom Stock Units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tien John K Jr reported acquisition or exercise transactions in this Form 4 filing.

UNION PACIFIC CORP director John K. Tien Jr received a grant of 166 Phantom Stock Units on July 1, 2026 at a reference price of $277.73 per unit. This is a compensation-related award, not an open-market trade. His Phantom Stock balance increased to 1,936 units, which are structured to mirror the value of Union Pacific common stock on a 1:1 basis but are payable in cash only after retirement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tien John K Jr

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	166	$277.73	$46K

Holdings After Transaction: Phantom Stock — 1,936 shares (Direct, null)

Footnotes (1)

Distribution ratio for Phantom Stock Units is 1:1. Phantom Stock Units are payable in cash only commencing at retirement.

Key Figures

Phantom Stock grant size: 166 units Reference price per unit: $277.73 per unit Phantom units after grant: 1,936 units +1 more

4 metrics

Phantom Stock grant size 166 units Grant of Phantom Stock Units on July 1, 2026

Reference price per unit $277.73 per unit Transaction price for Phantom Stock grant

Phantom units after grant 1,936 units Total Phantom Stock Units following transaction

Distribution ratio 1:1 Phantom Stock Units to Union Pacific common stock

Key Terms

Phantom Stock, Phantom Stock Units, grant/award acquisition

3 terms

Phantom Stock financial

"Distribution ratio for Phantom Stock Units is 1:1."

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

"Phantom Stock Units are payable in cash only commencing at retirement."

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.

grant/award acquisition financial

"transaction_action: grant/award acquisition for derivative Phantom Stock"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 12:41 PM Accepted by SEC EDGAR 07/02/2026 - 12:40 PM

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^*

Tien John K Jr

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽¹⁾	$0.0	07/01/2026		A		166		⁽²⁾	⁽²⁾	Common Stock	166	$277.73	1,936	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 K. Tien, Jr.	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Union Pacific (UNP) director John K. Tien Jr report on this Form 4?

John K. Tien Jr reported receiving 166 Phantom Stock Units as a compensation grant. These are derivative, cash-settled units tied to Union Pacific’s common stock value, rather than shares bought or sold in the open market.

How many Phantom Stock Units were granted to the Union Pacific (UNP) director?

The director received a grant of 166 Phantom Stock Units. This award increases his Phantom Stock holdings and represents additional deferred compensation tied to Union Pacific’s stock value, rather than an immediate stock purchase or sale.

At what price were the Union Pacific (UNP) Phantom Stock Units referenced in the grant?

The 166 Phantom Stock Units were granted at a reference price of $277.73 per unit. This price reflects the value used in the award calculation, aligning each unit’s value with Union Pacific’s common stock.

What are John K. Tien Jr’s total Phantom Stock holdings in Union Pacific (UNP) after this grant?

Following the 166-unit award, John K. Tien Jr holds 1,936 Phantom Stock Units. This total reflects his accumulated deferred compensation balance linked to Union Pacific’s stock performance over time.

How do Union Pacific (UNP) Phantom Stock Units relate to common stock?

The Phantom Stock Units have a 1:1 distribution ratio with Union Pacific common stock. Each unit’s value tracks one share of common stock, providing stock-linked compensation without issuing actual shares to the director.

When will the Union Pacific (UNP) Phantom Stock Units be paid to the director?

The Phantom Stock Units are payable in cash only commencing at retirement. This structure defers actual payment until the director retires, tying long-term compensation to Union Pacific’s share performance over his service period.