Union Pacific (NYSE: UNP) EVP Rahul Jalali receives performance shares and 15,900 options

Rhea-AI Filing Summary

Union Pacific executive Rahul Jalali reported new equity awards tied to his role as EVP & Chief Information Office. On February 5, 2026, he received a performance retention unit award reported as 9,546 shares of common stock at $0.0 per share. This represents the maximum number of shares he may earn, with payout in stock after a three-year vesting period, depending on performance goals.

On the same date, Jalali was also granted a non-qualified stock option for 15,900 shares of Union Pacific common stock at an exercise price of $251.45 per share, vesting in three equal installments starting one year from the grant date and expiring on February 5, 2036. Following these awards, he directly owns 38,354.002 shares of common stock and 15,900 stock options.

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

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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^*

Jalali Rahul

(Last) (First) (Middle)

1400 DOUGLAS STREET

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF INFORMATION OFFICE

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/05/2026		A(1)		9,546	A	$0.0	38,354.002	D

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
Non-Qualified Stock Option (right to buy)(2)	$251.45	02/05/2026		A		15,900		02/05/2027(2)	02/05/2036	Common Stock	15,900	$0.0	15,900	D

Explanation of Responses:

1. Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.

2. This option becomes exercisable in three equal installments starting one year from the grant date.

	By: Trevor L. Kingston, Attorney-in-Fact For: Rahul Jalali	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Union Pacific (UNP) executive Rahul Jalali receive?

Rahul Jalali received a maximum award of 9,546 performance-based common shares at $0.0 and a non-qualified stock option for 15,900 shares at $251.45 per share. Both grants were made on February 5, 2026, as part of his executive compensation.

How do Rahul Jalali’s performance retention units at Union Pacific (UNP) work?

The performance retention unit award has a 1:1 distribution ratio into common stock and a three-year vesting period from grant. The 9,546 shares disclosed are the maximum potential payout; the actual number of shares earned depends on meeting specified performance criteria at vesting.

What are the terms of Rahul Jalali’s new Union Pacific (UNP) stock options?

Jalali’s non-qualified stock option covers 15,900 Union Pacific common shares at an exercise price of $251.45. The option becomes exercisable in three equal installments starting one year after the February 5, 2026 grant date and expires on February 5, 2036.

How many Union Pacific (UNP) shares does Rahul Jalali own after these grants?

After the reported transactions, Rahul Jalali directly owns 38,354.002 shares of Union Pacific common stock. He also holds 15,900 non-qualified stock options, providing additional potential share ownership if exercised under the stated option terms.

Did Rahul Jalali pay cash for the Union Pacific (UNP) awards reported?

The Form 4 shows both the 9,546 performance-based common shares and the 15,900 stock options were granted at a transaction price of $0.0. This indicates they were awarded as compensation rather than purchased for cash in the reported transactions.

What role does Rahul Jalali hold at Union Pacific (UNP)?

Rahul Jalali is identified as an officer of Union Pacific with the title "EVP & CHIEF INFORMATION OFFICE." The reported equity awards reflect compensation tied to his senior executive responsibilities at the company.