[Form 4] UNION PACIFIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Teresa M. Finley, a director of Union Pacific Corporation (UNP), reported an internal equity transaction dated 10/01/2025. The filing shows 202 Phantom Stock units were settled as an acquisition of 202 shares of common stock at a reported price of $234.74 per share. After the transaction Finley beneficially owns 2,922 shares of UNP. The Form 4 was executed by an attorney-in-fact on behalf of Finley and notes that the Phantom Stock units have a 1:1 distribution ratio and are payable in cash only commencing at retirement.

Insights

Securities Analyst

TL;DR: Routine director equity settlement: 202 shares acquired via phantom units; modest, non-material change to ownership.

The transaction represents a director-level settlement of previously granted Phantom Stock units into 202 common shares at a disclosed price of $234.74 each. The filing documents the mechanics (1:1 distribution ratio; phantom units payable in cash at retirement) and reports 2,922 shares beneficially owned after the acquisition. This is a common compensation settlement rather than a market open-market purchase or sale, and the absolute size (202 shares) is small relative to typical institutional holdings, suggesting limited direct impact on shareholder control or market pricing.

Corporate Governance Expert

TL;DR: Governance note — director received compensation-related equity settlement; disclosure is standard and timely.

The Form 4 discloses a compensation-related conversion of Phantom Stock into common shares and clarifies payout terms (cash at retirement). The report names the reporting person as a director and shows the filing was submitted by an attorney-in-fact. From a governance perspective, the document fulfills Section 16 reporting requirements and provides transparency about director remuneration and resulting beneficial ownership. No departures, forfeitures, or unusual vesting conditions are disclosed in this form.

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^*

Finley Teresa

(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)

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		202		(2)	(2)	Common Stock	202	$234.74	2,922	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: Teresa M. Finley	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).
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