Union Pacific (UNP) director David B. Dillon adds 267 phantom stock units

Rhea-AI Filing Summary

Union Pacific Corporation director David B. Dillon reported an acquisition of derivative securities linked to Union Pacific common stock. On 01/02/2026, he acquired 267 Phantom Stock Units at a conversion or exercise price of $0.0 per unit. Each Phantom Stock Unit represents a right tied to one share of common stock, based on a 1:1 distribution ratio.

The Phantom Stock Units are payable in cash only commencing at retirement, rather than in actual shares. Following this transaction, Dillon held 13,366 derivative securities beneficially owned in direct form, all related to Union Pacific common stock. The reported price of the derivative security in the table is $231.91.

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
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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^*

DILLON DAVID B

(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)
01/02/2026

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

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	01/02/2026		A		267		(2)	(2)	Common Stock	267	$231.91	13,366	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: David B. Dillon	01/05/2026
	** 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.

FAQ

What insider transaction did Union Pacific (UNP) report for David B. Dillon?

Union Pacific reported that director David B. Dillon acquired 267 Phantom Stock Units on 01/02/2026, linked to Union Pacific common stock.

How many Union Pacific-related derivative securities does David B. Dillon own after this transaction?

After the reported transaction, David B. Dillon beneficially owned 13,366 derivative securities related to Union Pacific common stock in direct ownership form.

What is a Phantom Stock Unit in the Union Pacific (UNP) filing?

The filing states that the distribution ratio for Phantom Stock Units is 1:1, meaning each unit corresponds to one share of common stock, but it is payable in cash only commencing at retirement.

At what price were the Phantom Stock Units for Union Pacific recorded?

The Phantom Stock Units have a conversion or exercise price of $0.0 per unit, and the table lists a price of the derivative security of $231.91.

What is David B. Dillon’s relationship to Union Pacific (UNP)?

The filing identifies David B. Dillon’s relationship to Union Pacific Corporation as a Director of the issuer.

Will David B. Dillon receive Union Pacific shares for these Phantom Stock Units?

No. The filing explains that the Phantom Stock Units are payable in cash only commencing at retirement, rather than being settled in actual Union Pacific shares.