[Form 4] Union Pacific Corp. Insider Trading Activity

Rhea-AI Filing Summary

Union Pacific Corp. (UNP) – SEC Form 4 filing, dated July 2, 2025.

Director Jane H. Lute reported one transaction on July 1, 2025 involving the company’s deferred compensation plan:

• Type of security: Phantom Stock Units (cash-settled, 1:1 value to common shares).
• Quantity acquired: 399 units, coded “A” (acquisition).
• Price basis: $0 conversion price; reference price of underlying stock quoted at $235.57.
• Post-transaction holdings: 10,871 phantom stock units held directly.

The units are payable in cash only after the director’s retirement. No common shares were purchased or sold, and no derivative securities were disposed of. The filing appears to reflect routine board compensation rather than discretionary insider buying.

Insights

Securities Analyst

TL;DR: Routine director compensation grant of 399 phantom units; negligible financial or valuation impact for UNP.

The Form 4 discloses a small, cash-settled phantom stock allocation to Director Jane H. Lute. Because phantom units do not convert into equity and are settled at retirement, the transaction neither increases share count nor signals open-market insider buying. At 399 units (~$94k in notional value), the amount is immaterial relative to UNP’s market capitalization. Consequently, the filing is administrative and does not alter the investment thesis.

Corporate Governance Expert

TL;DR: Disclosure satisfies Section 16; standard deferred compensation, no governance red flags.

Phantom stock grants are common tools aligning director compensation with shareholder returns without immediate dilution. The 1:1 payout structure and cash settlement at retirement adhere to typical best-practice designs. No indication of preferential treatment or related-party concerns. The filing meets timely reporting requirements and poses no governance issues.

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
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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^*

Simons Doyle

(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)
07/01/2025

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	07/01/2025		A		351		(2)	(2)	Common Stock	351	$235.57	2,300	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: Doyle R. Simons	07/02/2025
	** 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 Union Pacific (UNP) director Jane H. Lute acquire?

She acquired 399 phantom stock units, a cash-settled instrument equivalent in value to common shares.

When did the phantom stock transaction occur?

The transaction date reported on Form 4 is July 1, 2025.

How many phantom stock units does the director now hold?

After the grant, Jane H. Lute beneficially owns 10,871 phantom stock units.

What is the price reference for the phantom stock units?

The underlying common stock price referenced is $235.57 per share.

Do phantom stock units dilute existing Union Pacific shareholders?

No. The units are cash-settled at retirement and therefore do not increase the share count.