UNP Insider Filing: 405 Phantom Stock Units Granted to Director

Rhea-AI Filing Summary

Jane H. Lute, a director of Union Pacific Corporation (UNP), reported a transaction dated 10/01/2025 on Form 4. The filing shows acquisition of 405 Phantom Stock Units that have a 1:1 distribution ratio and are payable in cash only upon retirement. Each phantom unit corresponds to one share of common stock for payout purposes, and the filing lists an attributable price of $234.74 per share for the underlying common stock. After the reported transaction, the reporting person beneficially owned 11,276 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person and filed on 10/02/2025.

Positive

• Acquisition of 405 Phantom Stock Units aligns director compensation with equity performance without issuing new shares
• Phantom units payable in cash at retirement reduce dilution risk for existing shareholders
• 1:1 distribution ratio makes the economic linkage to common stock straightforward and transparent

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received non-equity phantom stock units payable in cash at retirement, aligning compensation with long-term shareholder value.

The report documents a grant of 405 Phantom Stock Units to a director with a 1:1 distribution ratio and cash-only payout at retirement. This structure preserves economic alignment with share performance without increasing share count. From a governance perspective, phantom units reduce dilution risk while providing deferred compensation tied to equity value. The transaction appears routine for director compensation and does not indicate changes to control, liquidity events, or material corporate actions.

Executive Compensation Analyst

TL;DR: Compensation grant is deferred cash-based equity substitute; impact modest and typical for director pay programs.

The filing specifies 405 units attributable to 405 common shares with an indicated per-share price of $234.74. Because units are paid in cash at retirement, they create a future liability for the company rather than issuing new shares, limiting dilution. The size of the grant relative to the reporting person's total direct beneficial ownership (11,276 shares following the transaction) appears limited. No option exercise dates, expirations, or additional vesting terms beyond retirement payment are disclosed in this Form 4.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lute Jane H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	405	$234.74	$95K

Holdings After Transaction: Phantom Stock — 11,276 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Lute Jane H

(Last) (First) (Middle)

1400 DOUGLAS ST

(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		405		(2)	(2)	Common Stock	405	$234.74	11,276	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: Jane H. Lute	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 Jane H. Lute report on Form 4 for UNP?

The Form 4 reports acquisition of 405 Phantom Stock Units dated 10/01/2025, with a 1:1 distribution ratio and cash-only payout at retirement.

How many shares does the Form 4 say the reporting person owns after the transaction?

The filing shows the reporting person beneficially owned 11,276 shares following the reported transaction.

Are the Phantom Stock Units settled in shares or cash according to the filing?

The filing states the Phantom Stock Units are payable in cash only commencing at retirement.

What price is listed in the Form 4 for the underlying common stock?

The document lists a referenced price of $234.74 per share for the underlying common stock.

Who signed and filed the Form 4?

The Form 4 was signed by Trevor L. Kingston, Attorney-in-Fact for Jane H. Lute and filed on 10/02/2025.