Union Pacific (UNP) EVP Kenyatta Rocker granted 15,512 units and 25,836 options

Rhea-AI Filing Summary

Union Pacific executive Kenyatta G. Rocker reported new equity awards and share holdings. On February 5, 2026, the EVP of Marketing & Sales received 15,512 performance retention units in common stock at $0 per share. These units pay out on a 1:1 share basis after a three-year vesting period, with the final number of shares dependent on performance criteria.

Rocker also received a non-qualified stock option for 25,836 shares with a $251.45 exercise price, vesting in three equal installments starting one year from the grant date and expiring on February 5, 2036. Following the grants, he directly held 67,669.1007 common shares, with additional indirect holdings including 1,315.0245 shares held by his spouse and shares in company stock and retirement plans.

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).

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^*

Rocker Kenyatta G

(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 MARKETING & SALES

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)		15,512	A	$0.0	67,669.1007	D
Common Stock	02/05/2026		A		40	A	$0.0	1,315.0245	I	by Spouse
Common Stock								350	I	By Deferral Account
Common Stock(2)								2,036.7649	I	by Managed Account

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)(3)	$251.45	02/05/2026		A		25,836		02/05/2027(3)	02/05/2036	Common Stock	25,836	$0.0	25,836	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. Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan.

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

	By: Trevor L. Kingston, Attorney-in-Fact For: Kenyatta G. Rocker	02/06/2026
	** 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).
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FAQ

What insider transactions did Union Pacific (UNP) EVP Kenyatta Rocker report?

Kenyatta Rocker reported receiving 15,512 performance retention units and a non-qualified stock option for 25,836 Union Pacific common shares. Both equity awards were granted on February 5, 2026, at a grant price of $0, with the option carrying a $251.45 exercise price.

How many Union Pacific (UNP) performance units did Kenyatta Rocker receive?

He received 15,512 performance retention units payable only in Union Pacific common stock. These units vest over three years from the February 5, 2026 grant date, and the actual shares delivered depend on meeting specified performance criteria, with 15,512 representing the maximum potential payout.

What are the terms of Kenyatta Rocker’s new Union Pacific stock options?

Rocker received a non-qualified stock option covering 25,836 Union Pacific common shares at a $251.45 exercise price. The option becomes exercisable in three equal installments starting one year from the February 5, 2026 grant date and expires on February 5, 2036, if not exercised.

How many Union Pacific (UNP) shares does Kenyatta Rocker own after these grants?

After the reported transactions, Rocker directly owned 67,669.1007 Union Pacific common shares. He also had indirect holdings, including 1,315.0245 shares held by his spouse, 350 shares in a deferral account, and 2,036.7649 shares in a managed account and benefit plans.

How do Kenyatta Rocker’s performance units at Union Pacific vest and pay out?

The performance retention units vest over three years from the February 5, 2026 grant date and pay out in Union Pacific common stock on a 1:1 basis. The final number of shares, up to a maximum of 15,512, depends on achievement of specified performance criteria at vesting.

Are any of Kenyatta Rocker’s Union Pacific shares held indirectly?

Yes. In addition to directly held shares, 1,315.0245 Union Pacific shares are held indirectly by his spouse. Further indirect interests include 350 shares in a deferral account and 2,036.7649 shares in a managed account and company stock and retirement plans.