Union Pacific (UNP) EVP Gehringer exercises 5,271 options, delivers shares for taxes

Rhea-AI Filing Summary

Union Pacific EVP Operations Eric J. Gehringer reported several equity transactions in company stock. He exercised 5,271 non-qualified stock options at an exercise price of $161.57 per share, receiving the same number of common shares.

To cover tax obligations related to equity awards, he disposed of 3,241 and 822 shares of common stock in transactions coded "F" at a price of $262.81 per share. After these transactions, he directly owned 47,958.3776 common shares and indirectly held 12,989.067 common stock units through a deferral account.

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

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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^*

Gehringer Eric J

(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 OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M		5,271	A	$161.57	52,021.3776	D
Common Stock	02/12/2026		F		3,241	D	$262.81	48,780.3776	D
Common Stock	02/12/2026		F		822	D	$262.81	47,958.3776	D
Common Stock(1)								12,989.067	I	By Deferral Account

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
Non-Qualified Stock Option (right to buy)(2)	$161.57	02/12/2026		M			5,271	02/07/2020(2)	02/07/2029	Common Stock	5,271	$0.0	0	D

Explanation of Responses:

1. Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain.

2. This option became exercisable in three equal installments starting one year from the grant date.

	By: Trevor L. Kingston, Attorney-in-Fact For: Eric J. Gehringer	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did UNP executive Eric J. Gehringer report on this Form 4?

Eric J. Gehringer reported exercising 5,271 non-qualified stock options and related tax-withholding share dispositions. The filing details an option exercise at $161.57 per share and two "F" code transactions at $262.81 per share used to satisfy tax liabilities.

How many Union Pacific (UNP) options did Eric J. Gehringer exercise and at what price?

He exercised 5,271 non-qualified stock options in Union Pacific common stock at an exercise price of $161.57 per share. These options converted into 5,271 common shares, reflecting an option grant that had become exercisable in three equal installments after the original grant date.

What were the tax-withholding share dispositions reported by UNP’s Eric J. Gehringer?

He reported two transactions coded "F" disposing of 3,241 and 822 Union Pacific common shares at $262.81 per share. Code "F" indicates shares were delivered to pay the exercise price or satisfy tax liabilities related to equity awards, not open-market selling.

How many Union Pacific (UNP) shares does Eric J. Gehringer own after these transactions?

Following the reported transactions, he directly owns 47,958.3776 Union Pacific common shares. In addition, he indirectly holds 12,989.067 stock-denominated units through a deferral account, which track common stock value under the company’s compensation or deferral arrangements.

What is the deferral account holding for UNP’s Eric J. Gehringer on this Form 4?

The filing shows an indirect holding of 12,989.067 Union Pacific common stock units "By Deferral Account." These represent stock-denominated units in a deferral arrangement, separate from his directly owned 47,958.3776 common shares reported after the transactions.

What do the transaction codes M and F mean in Eric J. Gehringer’s UNP Form 4?

Code M indicates the exercise or conversion of a derivative security, here 5,271 stock options into common shares. Code F indicates shares delivered to pay the exercise price or tax liabilities, explaining the 3,241 and 822-share dispositions at $262.81 per share.