Union Pacific (UNP) director McCarthy adds 957 phantom stock units

Rhea-AI Filing Summary

Union Pacific Corporation director reports new phantom stock grant. Director Michael R. McCarthy filed a Form 4 showing the acquisition of 957 phantom stock units on 01/02/2026. Each unit is tied 1:1 to Union Pacific common stock, giving economic exposure equivalent to 957 shares.

Following this transaction, McCarthy beneficially owns 71,097 derivative securities in the form of phantom stock units, held as a direct interest. The phantom stock units are payable in cash only, commencing at retirement, meaning he does not receive actual shares but a cash amount linked to the stock’s value.

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^*

MCCARTHY MICHAEL R

(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		957		(2)	(2)	Common Stock	957	$231.91	71,097	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: Michael R. McCarthy	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) disclose for Michael R. McCarthy?

Union Pacific disclosed that director Michael R. McCarthy acquired 957 phantom stock units on 01/02/2026, reported on a Form 4.

How many Union Pacific phantom stock units does Michael R. McCarthy own after this Form 4?

After the reported transaction, Michael R. McCarthy beneficially owns 71,097 phantom stock units as a direct interest.

What is the distribution ratio for Union Pacific phantom stock units in this filing?

The filing states that the distribution ratio for the phantom stock units is 1:1, meaning each unit tracks the value of one share of common stock.

How are Union Pacific (UNP) phantom stock units settled for this director award?

The phantom stock units are payable in cash only, with payment commencing at retirement, rather than being settled in actual shares.

What was the reported price related to the Union Pacific phantom stock transaction?

The Form 4 lists a price of $231.91 associated with the phantom stock units tied to Union Pacific common stock.

What is Michael R. McCarthy’s role at Union Pacific (UNP) according to the Form 4?

The filing identifies Michael R. McCarthy as a Director of Union Pacific Corporation.