Union Pacific director receives Phantom Stock grant

Edison Sheri H. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Edison Sheri H. reported acquisition or exercise transactions in this Form 4 filing.

Union Pacific director Sheri H. Edison received a grant of Phantom Stock tied to the company’s common stock. She was awarded 198 Phantom Stock Units at a reference price of $243.12 per unit, increasing her phantom stock balance to 3,442 units.

According to the disclosure, each Phantom Stock Unit tracks one share of Union Pacific common stock on a 1:1 basis but is payable only in cash, commencing at retirement. This is a compensation-related award rather than an open-market stock purchase or sale.

Insider Trade Summary

Grant/Award: 198 shares

Grant/Award 1 txn

Insider Edison Sheri H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	198	$243.12	$48K

Holdings After Transaction: Phantom Stock — 3,442 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 grant size: 198 units Reference price per unit: $243.12 per unit Total Phantom Stock after grant: 3,442 units +1 more

4 metrics

Phantom Stock grant size 198 units Phantom Stock Units granted on 2026-04-01

Reference price per unit $243.12 per unit Transaction price for Phantom Stock grant

Total Phantom Stock after grant 3,442 units Director’s Phantom Stock balance following transaction

Underlying common stock linkage 1:1 ratio Each Phantom Stock Unit tracks one UNP common share

Key Terms

Phantom Stock, Phantom Stock Units, derivative, payable in cash

4 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

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

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.

derivative financial

""transaction_type": "derivative""

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

payable in cash financial

"Phantom Stock Units are payable in cash only commencing at retirement."

FAQ

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

What insider transaction did Sheri H. Edison report at Union Pacific (UNP)?

Sheri H. Edison reported receiving a Phantom Stock grant. She was awarded 198 Phantom Stock Units linked 1:1 to Union Pacific common stock, at a reference price of $243.12 per unit, as part of her director compensation.

How many Phantom Stock Units does Sheri H. Edison hold after this UNP Form 4?

After the reported grant, Edison holds 3,442 Phantom Stock Units. The filing shows the 198-unit award increased her total Phantom Stock balance to 3,442 units, all recorded as directly owned derivative compensation tied to Union Pacific common stock.

Is Sheri H. Edison buying or selling Union Pacific (UNP) stock in this filing?

This filing shows no open-market buying or selling of UNP stock. It reports a compensation-related acquisition of 198 Phantom Stock Units, a derivative award payable in cash at retirement rather than a purchase or sale of actual shares.

What does Phantom Stock mean in Sheri H. Edison’s Union Pacific (UNP) filing?

Phantom Stock in this filing is a cash-settled incentive tied to UNP shares. Each Phantom Stock Unit tracks one share of Union Pacific common stock 1:1, but will be paid out only in cash beginning at retirement, not in actual stock.

When will Sheri H. Edison’s Union Pacific Phantom Stock Units be paid?

The Phantom Stock Units are payable in cash commencing at retirement. The filing specifies that Edison’s Phantom Stock Units, including the new 198-unit award, will be settled in cash rather than shares once she retires from Union Pacific.

Does this Union Pacific (UNP) Form 4 indicate a change in Sheri H. Edison’s ownership type?

The filing reports direct ownership of the Phantom Stock Units. It classifies the 198-unit grant and resulting 3,442 Phantom Stock Units as directly owned derivative interests, reflecting compensation rather than a change in indirect or entity-held positions.

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

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Accepted by SEC EDGAR 04/02/2026 - 01:52 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^*

Edison Sheri H.

(Last) (First) (Middle)

1400 DOUGLAS ST.

(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)
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		198		(2)	(2)	Common Stock	198	$243.12	3,442	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: Sheri H. Edison	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)