Union Pacific (UNP) director awarded 808 cash-settled phantom stock units

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MCCARTHY MICHAEL R reported acquisition or exercise transactions in this Form 4 filing.

UNION PACIFIC CORP director Michael R. McCarthy received a grant of 808 Phantom Stock units tied to common stock. The award was recorded at a reference price of $277.73 per unit, with a 1:1 distribution ratio to Union Pacific common shares.

These Phantom Stock Units are payable in cash only, commencing at retirement, so they do not represent an open-market stock purchase or sale. Following this grant, McCarthy directly holds 72,822 Phantom Stock Units, highlighting a compensation-related, cash-settled incentive aligned with the company’s share performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCCARTHY MICHAEL R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	808	$277.73	$224K

Holdings After Transaction: Phantom Stock — 72,822 shares (Direct, null)

Footnotes (1)

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

Key Figures

Phantom Stock Units granted: 808 units Reference price per unit: $277.73 per unit Phantom Stock Units after grant: 72,822 units +2 more

5 metrics

Phantom Stock Units granted 808 units Grant/award acquisition on 2026-07-01

Reference price per unit $277.73 per unit Phantom Stock grant valuation

Phantom Stock Units after grant 72,822 units Total direct Phantom Stock holdings after transaction

Underlying common stock linkage 1 unit : 1 share Distribution ratio for Phantom Stock Units

Underlying shares for this grant 808 shares equivalent Underlying Union Pacific common stock reference for units

Key Terms

Phantom Stock, Phantom Stock Units, grant/award acquisition, underlying security

4 terms

Phantom Stock financial

"security_title: "Phantom Stock" and description of Phantom Stock Units payable in cash"

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.

grant/award acquisition financial

"transaction_action: "grant/award acquisition" for the Phantom Stock award"

underlying security financial

"underlying_security_title: "Common Stock" with 808.0000 underlying shares"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 12:41 PM Accepted by SEC EDGAR 07/02/2026 - 12:40 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^*

MCCARTHY MICHAEL R

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
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	07/01/2026		A		808		⁽²⁾	⁽²⁾	Common Stock	808	$277.73	72,822	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: Michael R. McCarthy	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Union Pacific (UNP) director Michael McCarthy report in this Form 4?

Michael McCarthy reported receiving 808 Phantom Stock Units as a compensation grant. The units reference Union Pacific common stock at $277.73 per unit and increase his total Phantom Stock holdings to 72,822 units, providing additional incentive tied to the company’s share performance.

Is Michael McCarthy buying or selling Union Pacific (UNP) stock in this filing?

The filing does not show McCarthy buying or selling UNP shares in the market. It reports a grant of 808 Phantom Stock Units, which are a cash-settled compensation instrument linked to Union Pacific’s stock price rather than direct share purchases or sales.

How many Phantom Stock Units does Michael McCarthy hold after this Union Pacific (UNP) grant?

After this grant, Michael McCarthy holds 72,822 Phantom Stock Units. The Form 4 shows that the 808-unit award increased his direct Phantom Stock position, which is tied to Union Pacific’s common stock value but ultimately paid in cash at retirement.

What is the value reference for the 808 Phantom Stock Units reported by Union Pacific (UNP)?

The 808 Phantom Stock Units use a reference price of $277.73 per unit. This price reflects the value used for the award calculation. The units track Union Pacific’s common stock performance and are settled in cash according to the company’s compensation plan terms.

How are Union Pacific (UNP) Phantom Stock Units settled for Michael McCarthy?

The Phantom Stock Units are payable in cash only, commencing at retirement. They are not converted into actual Union Pacific shares. Instead, their cash value is based on a 1:1 relationship to the company’s common stock at the time of distribution.

What does a 1:1 distribution ratio mean for Union Pacific (UNP) Phantom Stock Units?

A 1:1 distribution ratio means each Phantom Stock Unit tracks one share of Union Pacific common stock. While the units themselves are paid in cash, their value is aligned with the price of one UNP share at the time the benefit is distributed.