Union Pacific (UNP) director adds 223 phantom stock units in insider filing

Q: What insider transaction did Union Pacific (UNP) disclose in this Form 4?

The company disclosed that director Christopher J. Williams acquired 223 phantom stock units on 01/02/2026 , reported as derivative securities tied to Union Pacific common stock.

Q: How many Union Pacific phantom stock units does the director hold after this transaction?

After the reported transaction, 5,980 derivative securities in the form of phantom stock units were beneficially owned by director Christopher J. Williams , held directly.

Q: What are the key terms of the Union Pacific phantom stock units reported?

The phantom stock units have a 1:1 distribution ratio to Union Pacific common stock, a stated conversion or exercise price of $0.0 , and are payable in cash only commencing at retirement .

Q: What price is associated with the phantom stock units in the Union Pacific Form 4?

The Form 4 lists a price of $231.91 for the derivative security related to the 223 phantom stock units acquired on 01/02/2026 .

Q: Is the Union Pacific Form 4 filed by one or multiple reporting persons?

The filing indicates that it is a Form filed by one reporting person , covering transactions for director Christopher J. Williams .

Q: Does the Union Pacific phantom stock grant involve direct common stock issuance?

No. The transaction involves phantom stock units , which are cash-settled and payable only at retirement, rather than an immediate issuance of Union Pacific common shares.

Q: What is the relationship of the reporting person to Union Pacific (UNP)?

The reporting person, Christopher J. Williams , is identified as a director of Union Pacific Corp on the Form 4.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Union Pacific Corp director reports phantom stock grant

Christopher J. Williams, a director of Union Pacific Corp, reported an award of derivative securities in the form of phantom stock units on 01/02/2026. The filing shows an acquisition of 223 phantom stock units at a reported price of $231.91 per derivative security, with a distribution ratio of 1:1 to Union Pacific common stock. These phantom stock units have a stated conversion or exercise price of $0.0 and are payable in cash only, commencing at retirement.

Following this transaction, Williams beneficially owned 5,980 derivative securities in the form of phantom stock units, held directly. The transaction is reported on a Form 4 filed by a single reporting person and reflects non-derivative ownership through a cash-settled, stock-based compensation vehicle rather than direct ownership of common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WILLIAMS CHRISTOPHER J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	223	$231.91	$52K

Holdings After Transaction: Phantom Stock — 5,980 shares (Direct)

Footnotes (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 →

01/05/2026 - 07:28 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

(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)
01/02/2026

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)

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	01/02/2026		A		223		⁽²⁾	⁽²⁾	Common Stock	223	$231.91	5,980	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	01/05/2026
	** 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

FAQ

What insider transaction did Union Pacific (UNP) disclose in this Form 4?

The company disclosed that director Christopher J. Williams acquired 223 phantom stock units on 01/02/2026, reported as derivative securities tied to Union Pacific common stock.

How many Union Pacific phantom stock units does the director hold after this transaction?

After the reported transaction, 5,980 derivative securities in the form of phantom stock units were beneficially owned by director Christopher J. Williams, held directly.

What are the key terms of the Union Pacific phantom stock units reported?

The phantom stock units have a 1:1 distribution ratio to Union Pacific common stock, a stated conversion or exercise price of $0.0, and are payable in cash only commencing at retirement.

What price is associated with the phantom stock units in the Union Pacific Form 4?

The Form 4 lists a price of $231.91 for the derivative security related to the 223 phantom stock units acquired on 01/02/2026.

Is the Union Pacific Form 4 filed by one or multiple reporting persons?

The filing indicates that it is a Form filed by one reporting person, covering transactions for director Christopher J. Williams.

Does the Union Pacific phantom stock grant involve direct common stock issuance?

No. The transaction involves phantom stock units, which are cash-settled and payable only at retirement, rather than an immediate issuance of Union Pacific common shares.

What is the relationship of the reporting person to Union Pacific (UNP)?

The reporting person, Christopher J. Williams, is identified as a director of Union Pacific Corp on the Form 4.