What are the terms of Carrie J. Powers’ 1,672-share performance retention unit award at UNP?

The 1,672-share performance retention unit award has a 1:1 distribution ratio and is payable only in Union Pacific common stock. It vests over three years from the grant date, and the actual shares delivered at vesting depend on specified performance criteria being met.

Union Pacific VP receives stock and option awards

Q: What are the key details of Carrie J. Powers’ 2,784-share stock option grant at Union Pacific?

The non-qualified stock option covers 2,784 Union Pacific shares at a $251.45 exercise price. It becomes exercisable in three equal installments starting one year after the February 5, 2026 grant date and expires on February 5, 2036, providing a long-term exercise window.

Union Pacific VP & Controller Carrie J. Powers reported new equity awards dated February 5, 2026.

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Rhea-AI Filing Summary

Union Pacific VP & Controller Carrie J. Powers reported new equity awards dated February 5, 2026. She acquired 1,672 shares of common stock at $0.0 under a performance retention unit award that vests over three years and pays out only if performance goals are met.

She was also granted a non-qualified stock option for 2,784 shares with a $251.45 exercise price, becoming exercisable in three equal annual installments starting one year after the grant and expiring on February 5, 2036. After these transactions, she directly held 9,092.272 shares of common stock and 2,784 options, plus 958.251 shares held indirectly in a managed account.

Insider Trade Summary

Grant/Award: 4,456 shares

Grant/Award 3 txns

Insider Powers Carrie J

Role VP & CONTROLLER

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (right to buy)	2,784	$0.00	$0.00
Grant/Award	Common Stock	1,672	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 2,784 contracts (Direct); Common Stock — 9,092.272 shares (Direct); Common Stock — 958.251 shares (Indirect, by Managed Account)

Footnotes (2)

F1. Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.
F2. This option becomes exercisable in three equal installments starting one year from the grant date.

FAQ

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What insider transactions did UNP VP & Controller Carrie J. Powers report?

Carrie J. Powers reported receiving 1,672 common shares at $0.0 through a performance retention unit award and a non-qualified stock option for 2,784 shares at a $251.45 exercise price, both dated February 5, 2026, as part of her equity compensation.

How many Union Pacific (UNP) shares did Carrie J. Powers directly own after the Form 4?

After the reported transactions, Carrie J. Powers directly owned 9,092.272 shares of Union Pacific common stock. She also held 2,784 non-qualified stock options and 958.251 additional shares indirectly through a managed account, reflecting both direct and indirect beneficial ownership positions.

Does Carrie J. Powers hold any Union Pacific shares indirectly?

Yes. In addition to her direct holdings, Carrie J. Powers is reported as having 958.251 Union Pacific common shares held indirectly through a managed account. This reflects beneficial ownership where the shares are not registered directly in her name but are associated with her.

What role does Carrie J. Powers hold at Union Pacific in this Form 4 filing?

In this Form 4, Carrie J. Powers is identified as an officer of Union Pacific, serving as Vice President & Controller. The reported equity awards and holdings relate to her position as a company officer under Section 16 reporting requirements for insiders.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/06/2026 - 04:47 PM EST

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^*

Powers Carrie J

(Last)

(First)

(Middle)

1400 DOUGLAS STREET

(Street)

OMAHA

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)
	VP & CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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)
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)
Common Stock	02/05/2026		A⁽¹⁾		1,672	A	$0.0	9,092.272	D
Common Stock								958.251	I	by Managed 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)
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)
Non-Qualified Stock Option (right to buy)⁽²⁾	$251.45	02/05/2026		A		2,784		02/05/2027⁽²⁾	02/05/2036	Common Stock	2,784	$0.0	2,784	D

Explanation of Responses:

1. Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.

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

	By: Trevor L. Kingston, Attorney-in-Fact For: Carrie J. Powers	02/06/2026
	** 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.

Source: View Original Filing on SEC EDGAR