Union Pacific director gets phantom stock award

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 174 Phantom Stock units tied to the company’s common stock on a 1:1 basis. These units are payable in cash only, commencing at retirement, and bring her total Phantom Stock holdings to 3,500 units. The transaction reflects a compensation-related award rather than an open-market trade in Union Pacific shares.

Insider Trade Summary

Grant/Award: 174 shares

Grant/Award 1 txn

Insider Finley Teresa

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	174	$277.73	$48K

Holdings After Transaction: Phantom Stock — 3,500 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 units granted: 174 units Reference price per unit: $277.73 per unit Total Phantom Stock holdings: 3,500 units +1 more

4 metrics

Phantom Stock units granted 174 units Grant/award acquisition on 2026-07-01

Reference price per unit $277.73 per unit Phantom Stock transaction price

Total Phantom Stock holdings 3,500 units Holdings following the transaction

Underlying common stock linkage 1:1 ratio Distribution ratio for Phantom Stock Units

Key Terms

Phantom Stock, Phantom Stock Units, grant/award acquisition

3 terms

Phantom Stock financial

"The 174 Phantom Stock units were granted at a reference price of $277.73 per unit."

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.

grant/award acquisition financial

"The 174 Phantom Stock units were reported as a grant/award acquisition."

FAQ

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

What did Union Pacific (UNP) director Teresa Finley report in this Form 4?

Teresa Finley reported receiving 174 Phantom Stock units linked to Union Pacific common stock. The award increases her total Phantom Stock holdings to 3,500 units and represents a compensation-related grant, not an open-market purchase or sale of UNP shares.

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

After this grant, Teresa Finley holds 3,500 Phantom Stock units. The filing shows she received 174 additional units, bringing her Phantom Stock position to that level, with each unit tied 1:1 to Union Pacific common stock for value reference.

What is the value basis of the Phantom Stock units granted to the Union Pacific (UNP) director?

The 174 Phantom Stock units were granted at a reference price of $277.73 per unit. This price reflects the unit’s value basis in the filing and is used to measure the cash value that may ultimately be paid at retirement to the director.

How are Union Pacific (UNP) Phantom Stock units settled for Teresa Finley?

The Phantom Stock units are payable in cash only, commencing at retirement. Although each unit tracks Union Pacific common stock on a 1:1 basis, the director will receive cash rather than actual shares, according to the footnotes in the Form 4 disclosure.

Does this Union Pacific (UNP) Form 4 show any open-market stock buying or selling?

No, the Form 4 reflects a grant of Phantom Stock units as a compensation-related acquisition. It does not show any open-market purchases or sales of Union Pacific common stock by Teresa Finley, focusing solely on this derivative-type award.

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

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Accepted by SEC EDGAR 07/02/2026 - 12:40 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)
07/01/2026

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	07/01/2026		A		174		(2)	(2)	Common Stock	174	$277.73	3,500	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	07/02/2026
	** 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)