Union Pacific (UNP) Director Reports 219-Unit Compensation Conversion

Rhea-AI Filing Summary

Christopher J. Williams, a director of Union Pacific Corp (UNP), reported an acquisition on 10/01/2025. The Form 4 shows 219 Phantom Stock units were acquired (transaction code A) with a 1:1 distribution ratio, converting to 219 underlying common shares valued at $234.74 per share. After this reported transaction, Mr. Williams beneficially owns 5,757 shares directly. The filing notes the Phantom Stock Units are payable in cash only upon retirement. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Director increased direct beneficial ownership by 219 share equivalents to a total of 5,757 shares
• Transaction disclosed promptly with Form 4 filed and signed by attorney-in-fact (10/02/2025), supporting regulatory transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Director acquired 219 phantom-unit equivalents converting to 219 common shares, bringing direct holdings to 5,757 shares.

The reported Form 4 documents a routine director compensation-related acquisition rather than an open-market purchase. The transaction code "A" indicates acquisition of phantom units that map 1:1 to common shares and are payable in cash at retirement; the filing converts those units to 219 underlying shares valued at $234.74 each for reporting purposes. For investors, this is a disclosure of insider compensation conversion and current beneficial ownership; it does not reflect an immediate open-market investment or sale by the director.

Corporate Governance Expert

TL;DR: This appears to be a compensation settlement adding 219 share equivalents to a director's direct holdings.

The Form 4 is consistent with standard director equity compensation mechanics: phantom stock units with a 1:1 distribution ratio that are ultimately payable in cash at retirement. The filing increases reported direct beneficial ownership to 5,757 shares. The disclosure is material for ownership transparency but does not indicate a change in control, executive departure, or transactional intent beyond compensation settlement.

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^*

WILLIAMS CHRISTOPHER J

(Last) (First) (Middle)

1400 DOUGLAS STREET

(Street)

OMAHA NE

(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		219		(2)	(2)	Common Stock	219	$234.74	5,757	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: Christopher J. Williams	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 Christopher J. Williams report on Form 4?

He reported acquiring 219 Phantom Stock units on 10/01/2025, which correspond to 219 common shares, and now directly owns 5,757 shares.

What is the reported price per share for the underlying shares in the Form 4?

The filing shows an underlying value of $234.74 per share for the 219 shares.

Are the Phantom Stock units payable in shares or cash?

The Form 4 states the Phantom Stock units have a 1:1 distribution ratio but are payable in cash only upon retirement.

What is the transaction code and date on the Form 4?

Transaction code is "A" (acquisition) and the transaction date is 10/01/2025.

Who signed the Form 4 for Christopher J. Williams?

The Form 4 was signed by Trevor L. Kingston, Attorney-in-Fact on 10/02/2025.