Union Pacific Form 4: Director adds 193 phantom stock units valued at $234.74

Rhea-AI Filing Summary

John K. Tien Jr., a director of Union Pacific Corporation (UNP), reported receipt of 193 phantom stock units tied 1:1 to common shares and recorded 1,384 shares of common stock beneficially owned after the transaction. The filing shows the phantom units were treated as acquisitions and are payable in cash only upon retirement. The reported underlying value per share at the time of the transaction is shown as $234.74, and the reporting was executed by an attorney-in-fact on behalf of Mr. Tien.

Positive

• Increased reported ownership: Reporting person's beneficial ownership rose to 1,384 shares, improving alignment with shareholders.
• Clear 1:1 conversion: Phantom Stock Units convert on a 1:1 basis to underlying common share economic exposure.
• Transparent valuation: The filing discloses an indicative per-share value of $234.74 for the underlying shares.

Negative

• Deferred cash settlement: Phantom Stock Units are payable in cash only upon retirement, so no immediate increase in tradable shares or liquidity.
• No materiality context provided: The form does not indicate whether the change is material relative to total outstanding shares, limiting assessment of investor impact.

Insights

Financial Analyst

TL;DR: Director converted 193 phantom units into economic exposure, raising direct beneficial ownership to 1,384 shares; limited market impact.

The report documents a non-cash, phantom stock acquisition with a 1:1 distribution ratio and an indicated per-share value of $234.74. Because the phantom units are payable in cash at retirement rather than delivered as tradable shares, this transaction does not increase immediate market float. The change modestly increases the director's reported economic stake but is not likely material to UNP's valuation or trading dynamics on its own.

Corporate Governance Expert

TL;DR: Transaction is a routine board compensation event with deferred cash settlement, raising beneficial ownership disclosure.

The filing discloses standard director compensation mechanics: phantom stock units distributed 1:1 and payable in cash upon retirement. This preserves alignment between management incentives and shareholder value while deferring liquidity. From a governance perspective, the reporting is timely and clarifies the nature of indirect holdings; there are no governance red flags disclosed in the 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

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).

1. Name and Address of Reporting Person^*

Tien John K Jr

(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		193		(2)	(2)	Common Stock	193	$234.74	1,384	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: John K. Tien, Jr.	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 John K. Tien Jr. report on Form 4?

The director reported acquisition of 193 Phantom Stock Units (1:1 ratio) and beneficial ownership of 1,384 common shares following the transaction.

Are the Phantom Stock Units convertible into actual UNP shares?

The Phantom Stock Units have a 1:1 distribution ratio to common shares but are payable in cash only upon retirement, not converted into tradable shares.

What per-share value is shown in the filing for the underlying shares?

The filing shows an indicated per-share value of $234.74 for the underlying common stock.

Does this Form 4 transaction immediately increase UNP's market float?

No. Because the phantom units are cash-settled at retirement, there is no immediate issuance of tradable shares and thus no direct increase in market float.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was executed by an attorney-in-fact, Trevor L. Kingston, on behalf of John K. Tien Jr.