Union Pacific director awarded phantom stock units

Finley Teresa reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Finley Teresa reported acquisition or exercise transactions in this Form 4 filing.

Union Pacific Corp director Teresa Finley received a grant of 198 Phantom Stock units linked to common stock. The grant is recorded at a reference price of $243.12 per unit and increases her Phantom Stock holdings to 3,326 units. These Phantom Stock Units are payable in cash only, starting at retirement, and use a 1:1 distribution ratio to Union Pacific common stock.

Insider Trade Summary

Grant/Award: 198 shares

Grant/Award 1 txn

Insider Finley Teresa

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	198	$243.12	$48K

Holdings After Transaction: Phantom Stock — 3,326 contracts (Direct)

Footnotes (2)

1. F1. Distribution ratio for Phantom Stock Units is 1:1.
2. F2. Phantom Stock Units are payable in cash only commencing at retirement.

Key Figures

Phantom Stock grant: 198 units Grant reference price: $243.12 per unit Total Phantom Stock holdings: 3,326 units +1 more

4 metrics

Phantom Stock grant 198 units Grant to director Teresa Finley on 2026-04-01

Grant reference price $243.12 per unit Price used for Phantom Stock award

Total Phantom Stock holdings 3,326 units Finley’s Phantom Stock position after the grant

Underlying security 1:1 to common stock Distribution ratio for Phantom Stock Units

Key Terms

Phantom Stock, Phantom Stock Units, Form 4

3 terms

Phantom Stock financial

"security_title: "Phantom Stock" and underlying security is Common Stock"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Phantom Stock Units financial

"Phantom Stock Units are payable in cash only commencing at retirement."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

Form 4 financial

"INSIDER FILING DATA (Form 4) reports this compensation transaction."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Union Pacific (UNP) report for Teresa Finley?

Union Pacific reported that director Teresa Finley received 198 Phantom Stock units. These are compensation-related awards, not open-market share purchases or sales, and are tied to Union Pacific common stock with a 1:1 distribution ratio and cash settlement at retirement.

How many Phantom Stock units does Teresa Finley hold at Union Pacific (UNP) after this grant?

After the latest grant, Teresa Finley holds 3,326 Phantom Stock units. This total reflects the new 198-unit award, which is linked 1:1 to Union Pacific common stock and is designed to be settled in cash when she retires from the company.

What are Phantom Stock units in the context of Union Pacific (UNP)?

Phantom Stock units are cash-settled awards that track Union Pacific’s common stock value on a 1:1 basis. Holders do not receive actual shares; instead, they receive cash payments, with this filing stating settlement will begin at retirement for Teresa Finley’s units.

At what price were the new Union Pacific (UNP) Phantom Stock units granted to Teresa Finley?

The 198 Phantom Stock units granted to Teresa Finley use a reference price of $243.12 per unit. This price helps determine the value of the cash-settled award, which is tied to Union Pacific’s common stock but does not represent an open-market stock purchase.

When will Teresa Finley’s Union Pacific (UNP) Phantom Stock units be paid out?

The filing states that Teresa Finley’s Phantom Stock Units are payable in cash only, commencing at retirement. This means she will receive cash payments based on the value of the underlying Union Pacific common stock once she retires, rather than immediate stock delivery.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 01:58 PM EDT Learn about SEC filing dates

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).

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^*

Finley Teresa

(Last) (First) (Middle)

1400 DOUGLAS STREET

(Street)

OMAHA NEBRASKA 68179

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		A		198		(2)	(2)	Common Stock	198	$243.12	3,326	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	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)