Union Pacific director awarded 213 phantom stock units

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

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 213 Phantom Stock units linked to the company’s common stock. The units reference a value of $243.12 per unit and increase his Phantom Stock balance to 6,193 units. Phantom Stock Units are tied to common shares at a 1:1 ratio but are payable in cash only, commencing at retirement, so they represent deferred cash-based compensation rather than current share ownership.

Insider Trade Summary

Grant/Award: 213 shares

Grant/Award 1 txn

Insider WILLIAMS CHRISTOPHER J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	213	$243.12	$52K

Holdings After Transaction: Phantom Stock — 6,193 contracts (Direct)

Footnotes (2)

1. F1. Distribution ratio for Phantom Stock Units is 1:1.
2. F2. Phantom Stock Units are payable in cash only commencing at retirement.

Key Figures

Phantom Stock units granted: 213 units Reference price per unit: $243.12 per unit Total Phantom Stock units after grant: 6,193 units

3 metrics

Phantom Stock units granted 213 units Grant/award on 2026-04-01

Reference price per unit $243.12 per unit Phantom Stock grant valuation

Total Phantom Stock units after grant 6,193 units Holdings following 2026-04-01 transaction

Key Terms

Phantom Stock, Phantom Stock Units, 1:1

3 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.

1:1 financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did UNP director Christopher J. Williams report?

Christopher J. Williams reported receiving a grant of 213 Phantom Stock units. These units are a form of deferred compensation linked 1:1 to Union Pacific common stock value and payable only in cash, commencing at retirement, rather than immediate share ownership.

How many Phantom Stock units does Christopher J. Williams hold after this UNP Form 4?

After the reported grant, Christopher J. Williams holds a total of 6,193 Phantom Stock units. These units track Union Pacific’s common stock value and will be settled in cash beginning at retirement, providing long-term, stock-linked incentive compensation.

What is the value per Phantom Stock unit in the UNP Form 4 filing?

The Form 4 shows a reference value of $243.12 per Phantom Stock unit for the 213-unit grant. This value reflects the price used to measure the award and links the Phantom Stock to Union Pacific’s common stock performance for deferred compensation purposes.

Does Christopher J. Williams buy or sell Union Pacific shares in this Form 4?

This Form 4 reports an acquisition of 213 Phantom Stock units as a grant, not a market purchase or sale of actual Union Pacific shares. The units are cash-settled at retirement, so this represents deferred compensation rather than open-market trading activity.

How are Union Pacific Phantom Stock Units from this filing settled?

The Phantom Stock Units described are payable in cash only, commencing at retirement. Although they are linked 1:1 to Union Pacific common stock value, they do not convert into actual shares but instead provide a cash payment based on that tracked value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 02:16 PM EDT Learn about SEC filing dates

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)
04/01/2026

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)
			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	04/01/2026		A		213		(2)	(2)	Common Stock	213	$243.12	6,193	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	04/02/2026
	** 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)