Union Pacific (UNP) Director Adds 939 Phantom Stock Units; Beneficial Ownership 70,140

Rhea-AI Filing Summary

Michael R. McCarthy, a director of Union Pacific Corporation (UNP), reported an acquisition on Form 4. On 10/01/2025 he was credited with 939 Phantom Stock Units, each with a 1:1 distribution ratio and payable in cash only upon retirement. The report lists an underlying Common Stock amount of 939 and a per-share reference price of $234.74. Following the reported transaction, the filing shows 70,140 shares beneficially owned directly. The Form 4 was signed by an attorney-in-fact on 10/02/2025. No other transactions or derivative types are disclosed in this filing.

Positive

• 939 Phantom Stock Units were acquired on 10/01/2025 (transaction code A).
• Phantom Stock Units have a 1:1 distribution ratio and are payable in cash at retirement per the explanation.
• Filing discloses 70,140 shares beneficially owned directly following the transaction.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received 939 phantom units payable at retirement; filing discloses direct beneficial ownership of 70,140 shares.

The Form 4 documents a routine equity-based award structure for a director: 939 Phantom Stock Units with a 1:1 distribution ratio and cash-only payout at retirement. Such phantom unit grants are commonly used to provide deferred compensation and align long-term interests without immediate share issuance. The filing is straightforward and contains no disclosures of sales, option exercises, or additional derivative transactions that would indicate immediate liquidity events or changes in control.

Securities Analyst

TL;DR: Acquisition recorded for 939 phantom units; reported beneficial ownership totals 70,140 shares, with a $234.74 per-share reference.

The report shows an acquisition coded as "A" for 10/01/2025 of 939 Phantom Stock Units, with the underlying common stock quantity listed as 939 and a per-share price reference of $234.74. The filing does not report any dispositions or derivative exercises. From a securities reporting perspective, the document appears complete for the single transaction reported and does not signal immediate market-impacting insider trading activity.

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).

1. Name and Address of Reporting Person^*

MCCARTHY MICHAEL R

(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)

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		939		(2)	(2)	Common Stock	939	$234.74	70,140	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: Michael R. McCarthy	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 Michael R. McCarthy report on Form 4?

The report shows an acquisition of 939 Phantom Stock Units on 10/01/2025, with phantom units payable in cash at retirement.

How many shares does Michael R. McCarthy beneficially own after the transaction (UNP)?

The Form 4 lists 70,140 shares beneficially owned directly following the reported transaction.

What is the distribution and payout structure for the reported Phantom Stock Units?

The distribution ratio is 1:1, and the Phantom Stock Units are payable in cash only commencing at retirement.

When was the Form 4 filed or signed for the UNP transaction?

The Form 4 shows the transaction date 10/01/2025 and was signed by an attorney-in-fact on 10/02/2025.

What price reference is listed in the Form 4 for the underlying shares?

The filing includes a per-share reference of $234.74 associated with the reported units.