Was Eric Gehringer’s Union Pacific (UNP) share acquisition an open-market purchase?

The acquisition was not an open-market purchase. Footnotes state the 14.969 Union Pacific shares were purchased under the 2021 Employee Stock Purchase Plan, which is an employer-sponsored program rather than a discretionary open-market buy on a stock exchange.

Union Pacific (UNP) EVP acquires stock through employee purchase plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

UNION PACIFIC CORP EVP Operations Eric J. Gehringer acquired additional company stock through an employee plan. On April 10, 2026, he received 14.969 shares of Union Pacific common stock pursuant to the 2021 Employee Stock Purchase Plan at a price of $250.51 per share. Following this award, he directly holds 45,988.3346 shares of common stock and indirectly holds 13,062.948 shares through a deferral account that is payable only in shares of common stock at termination of employment or on a specified future date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gehringer Eric J

Role EVP OPERATIONS

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14.969	$250.51	$4K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 45,988.335 shares (Direct); Common Stock — 13,062.948 shares (Indirect, By Deferral Account)

Footnotes (1)

Purchase pursuant to the 2021 Employee Stock Purchase Plan. Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain.

Key Figures

Shares acquired: 14.969 shares Acquisition price: $250.51 per share Direct holdings after transaction: 45,988.3346 shares +1 more

4 metrics

Shares acquired 14.969 shares Common Stock granted/acquired on April 10, 2026 under 2021 Employee Stock Purchase Plan

Acquisition price $250.51 per share Price for the 14.969 Union Pacific common shares acquired on April 10, 2026

Direct holdings after transaction 45,988.3346 shares Union Pacific common stock directly owned by Eric Gehringer following the April 10, 2026 acquisition

Indirect deferral account holdings 13,062.948 shares Union Pacific common stock units held indirectly by deferral account after the reported date

Key Terms

2021 Employee Stock Purchase Plan, restricted stock units, fully vested stock units, Deferral Account

4 terms

2021 Employee Stock Purchase Plan financial

"Purchase pursuant to the 2021 Employee Stock Purchase Plan."

restricted stock units financial

"Represents conversion of restricted stock units to fully vested stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

fully vested stock units financial

"conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1"

Deferral Account financial

"Common Stock held indirectly with nature of ownership disclosed as "By Deferral Account""

Form 4 Insider Transactions: What Each Field Means →

04/13/2026 - 05:36 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^*

Gehringer Eric J

(Last)

(First)

(Middle)

1400 DOUGLAS STREET

(Street)

OMAHA

NEBRASKA

68179

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP OPERATIONS

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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)
Common Stock	04/10/2026		A⁽¹⁾		14.969	A	$250.51	45,988.3346	D
Common Stock⁽²⁾								13,062.948	I	By Deferral 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)

Explanation of Responses:

1. Purchase pursuant to the 2021 Employee Stock Purchase Plan.

2. Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain.

	By: Trevor L. Kingston, Attorney-in-Fact For: Eric J. Gehringer	04/13/2026
	** 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 insider transaction did Union Pacific (UNP) report for EVP Eric Gehringer?

EVP Operations Eric J. Gehringer acquired Union Pacific common stock through an employee plan. On April 10, 2026, he received 14.969 shares under the 2021 Employee Stock Purchase Plan, as disclosed in a Form 4 insider transaction filing.

How many Union Pacific (UNP) shares does Eric Gehringer hold after the April 2026 acquisition?

After the April 10, 2026 transaction, Eric Gehringer directly holds 45,988.3346 Union Pacific common shares. He also indirectly holds 13,062.948 shares through a deferral account, providing a combined reported economic interest in the company’s common stock.

What is the deferral account holding mentioned in the Union Pacific (UNP) Form 4?

The Form 4 reports 13,062.948 Union Pacific shares held indirectly through a deferral account. Footnote disclosure explains these represent fully vested stock units, payable only in common shares at employment termination or on a specified future distribution date.

What transaction code was used in Eric Gehringer’s Union Pacific (UNP) Form 4 filing?

The Form 4 lists the acquisition of 14.969 Union Pacific common shares with transaction code A. This code indicates a grant, award, or other acquisition rather than a standard open-market buy or sale, consistent with the employee stock purchase plan disclosure.