Union Pacific (UNP) Form 4 — 354 Phantom Stock Units Reported

Rhea-AI Filing Summary

Insider filing summary: Doyle R. Simons, a director of Union Pacific Corporation (UNP), reported an acquisition on 10/01/2025 of 354 Phantom Stock Units that convert 1:1 to common shares for distribution purposes. The Phantom Stock Units are payable in cash only upon retirement. The filing shows an exercise/attribution price of $234.74 per share for the underlying common stock and indicates 2,654 shares beneficially owned by the reporting person following the transaction. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Simons and filed as a single reporting person submission.

Positive

• Acquisition of 354 Phantom Stock Units increases reported beneficial ownership, showing continued director alignment with shareholder interests
• Clear payout terms: Phantom Units are payable in cash only at retirement and distribution ratio is 1:1, which is explicitly disclosed

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director compensation-related acquisition of 354 phantom units increases reported beneficial ownership to 2,654 shares.

This Form 4 discloses a non-derivative attribution from Phantom Stock Units acquired 10/01/2025, recorded at an underlying per-share reference of $234.74 and payable in cash at retirement. For investors, the item is a standard equity-based compensation transaction rather than an open-market purchase or sale. The change is modest relative to typical institutional holdings and does not by itself signal a material shift in ownership or control.

Corporate Governance Expert

TL;DR: Compensation-related phantom units were granted/credited; disclosure aligns with Section 16 requirements and describes payout terms.

The filing identifies Mr. Simons as a director and shows the Phantom Stock Units have a 1:1 distribution ratio and are payable in cash only at retirement, which is a governance detail relevant to alignment of long-term incentives. The Form 4 is signed by an attorney-in-fact and filed individually, consistent with routine director reporting practices. No departures from standard disclosure conventions are evident.

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

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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).

1. Name and Address of Reporting Person^*

Simons Doyle

(Last) (First) (Middle)

1400 DOUGLAS ST.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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	10/01/2025		A		354		(2)	(2)	Common Stock	354	$234.74	2,654	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: Doyle R. Simons	10/02/2025
	** 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.

FAQ

What did UNP director Doyle R. Simons report on Form 4?

He reported an acquisition on 10/01/2025 of 354 Phantom Stock Units, resulting in 2,654 shares beneficially owned following the transaction.

Are the Phantom Stock Units convertible to common stock for UNP (ticker: UNP)?

The filing states the distribution ratio is 1:1, but the units are payable in cash only upon retirement, not delivered as shares.

What price is shown for the underlying UNP shares in the Form 4?

The filing lists an attributable price of $234.74 per share for the underlying common stock related to the Phantom Units.

Who signed and filed the Form 4 for Doyle R. Simons?

The Form 4 was executed by Trevor L. Kingston, Attorney-in-Fact for Doyle R. Simons and dated 10/02/2025.

Does this Form 4 indicate a change in control or material transaction for UNP?

No. The filing describes a director compensation-related unit acquisition and does not disclose any transfer of control or materially large transaction.