Director at Union Pacific (NYSE: UNP) receives 189 phantom stock units in cash-settled award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WILLIAMS CHRISTOPHER J reported acquisition or exercise transactions in this Form 4 filing.

UNION PACIFIC CORP director Christopher J. Williams received a grant of 189 Phantom Stock Units tied to the company’s common stock. The units were awarded at a reference price of $277.73 per unit, bringing his total Phantom Stock holdings to 6,382 units.

Each Phantom Stock Unit has a 1:1 distribution ratio to Union Pacific common stock but is payable in cash only, commencing at retirement. This is a compensation-related award rather than an open-market stock purchase or sale and does not change the company’s share count.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WILLIAMS CHRISTOPHER J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	189	$277.73	$52K

Holdings After Transaction: Phantom Stock — 6,382 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: 189 units Reference price per unit: $277.73 per unit Total Phantom Stock after grant: 6,382 units +2 more

5 metrics

Phantom Stock grant 189 units Grant/award acquisition on Phantom Stock

Reference price per unit $277.73 per unit Phantom Stock transaction price per unit

Total Phantom Stock after grant 6,382 units Total Phantom Stock holdings following transaction

Underlying common stock linkage 189 underlying shares Underlying Union Pacific common stock per units

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

Key Terms

Phantom Stock, Phantom Stock Units, distribution ratio, grant/award acquisition

4 terms

Phantom Stock financial

"security_title: Phantom Stock"

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.

distribution ratio financial

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

grant/award acquisition financial

"transaction_action: grant/award acquisition"

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Form 4 Insider Transactions: What Each Field Means →

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

WILLIAMS CHRISTOPHER J

(Last)

(First)

(Middle)

1400 DOUGLAS STREET

(Street)

OMAHA

NEBRASKA

(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		189		⁽²⁾	⁽²⁾	Common Stock	189	$277.73	6,382	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	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 Christopher J. Williams report on this Form 4?

Christopher J. Williams reported receiving 189 Phantom Stock Units as a compensation grant. These units reference Union Pacific common stock at $277.73 per unit and increase his Phantom Stock balance to 6,382 units, without involving any open-market stock purchase or sale.

How many Phantom Stock Units does Christopher J. Williams now hold in Union Pacific (UNP)?

After this grant, Christopher J. Williams holds 6,382 Phantom Stock Units. The filing shows he received 189 new units, awarded at a reference price of $277.73 each, increasing his existing Phantom Stock balance under Union Pacific’s compensation arrangements.

Are the Union Pacific (UNP) Phantom Stock Units payable in shares or cash?

The Phantom Stock Units are payable in cash only, not in actual shares. According to the filing, they are settled in cash commencing at retirement, even though they track Union Pacific common stock value using a 1:1 distribution ratio.

What is the distribution ratio for Union Pacific (UNP) Phantom Stock Units?

The distribution ratio for Phantom Stock Units is 1:1 with Union Pacific common stock. This means each unit’s value mirrors one share of common stock, although the units themselves are ultimately paid out in cash at retirement, not delivered as shares.

Does this Union Pacific (UNP) Form 4 show any stock being bought or sold on the market?

No, the Form 4 shows a grant of Phantom Stock Units, not market trades. The transaction is coded as an award acquisition of 189 derivative units, part of director compensation, with no open-market buying or selling of Union Pacific common stock.