Union Pacific Corp. filings document the regulatory record of a New York Stock Exchange-listed freight railroad with common stock trading under UNP. The company’s 8-K reports cover quarterly and annual operating results, material events, material agreements, capital-structure matters, governance changes and shareholder voting matters.
Proxy materials describe board elections, committee service, executive compensation, shareholder proposals and other annual-meeting governance items. Registration and transaction-related disclosures address common-stock issuance, risk factors and voting mechanics, while other filings record board appointments and formal updates to the company’s corporate and financial reporting obligations.
Union Pacific director Teresa M. Finley reported an acquisition of derivative securities linked to the company’s stock. On 01/02/2026, she acquired 206 phantom stock units, which are derivative securities that reference Union Pacific common stock on a 1:1 basis. Each phantom stock unit is tied to the value of one share of common stock.
The filing shows a price of $231.91 for the derivative security and indicates that, after this transaction, Finley beneficially owns 3,128 phantom stock units, held directly. These phantom stock units are payable in cash only, and payment commences at retirement rather than delivering actual shares.
Union Pacific Corporation director Sheri H. Edison reported a compensation-related transaction involving derivative securities tied to the company’s common stock. On 01/02/2026, Edison acquired 207 Phantom Stock Units at a price of $231.91 per unit. Each unit has a 1:1 distribution ratio to Union Pacific common stock but is payable in cash only commencing at retirement, rather than in actual shares.
Following this transaction, Edison beneficially owned 3,244 derivative securities, held in direct form. The transaction was reported on a Form 4 filed for a single reporting person, and the form was signed by Trevor L. Kingston as attorney-in-fact for Sheri H. Edison.
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.
Union Pacific Corporation reported that, on December 19, 2025, it and Norfolk Southern Corporation filed an application with the Surface Transportation Board seeking approval for a proposed combination in which Union Pacific would acquire Norfolk Southern. The companies also issued a joint press release and held an analyst conference call to explain key points of the application, with the release and call transcript furnished as exhibits to this report and made available on their investor websites.
The filing emphasizes that the merger remains subject to regulatory and other closing conditions and includes extensive cautionary language about forward‑looking statements. It highlights risks such as potential termination of the merger agreement, regulatory approvals that may impose conditions, integration challenges, possible cost increases, credit rating pressure, dilution from issuing additional Union Pacific shares, and ongoing legal and environmental matters, including those related to Norfolk Southern’s Eastern Ohio incident.
Union Pacific Corporation announced that its Board of Directors has elected W. Anthony Will, age 60, as a director effective January 5, 2026. He will also serve on the Board’s Audit and Finance Committees, which oversee financial reporting, controls and capital matters.
Will is currently President and Chief Executive Officer of CF Industries Holdings, Inc., and will retire from that role on January 4, 2026. He will then serve as an employee and Senior Advisor at CF Industries until March 15, 2026, and remain on CF Industries’ board until its 2026 annual meeting. The Union Pacific Board determined that he is independent under New York Stock Exchange listing standards and the company’s own independence criteria and that he has no material relationship with Union Pacific or its consolidated subsidiaries.
Union Pacific Corporation executive stock purchase reported. Executive Vice President and Chief Legal Officer Christina B. Conlin acquired 7.326 shares of Union Pacific common stock on 12/10/2025 at a price of $235.46 per share. The transaction was made under the company’s 2021 Employee Stock Purchase Plan, indicating a routine, programmatic acquisition rather than an open-market trade. Following this purchase, Conlin directly beneficially owns 5,233.623 shares of Union Pacific common stock.
Union Pacific Corporation officer reports small stock purchase under employee plan
A Union Pacific Corporation vice president and controller, Carrie J. Powers, reported acquiring 6.477 shares of Union Pacific common stock on 12/10/2025. The shares were purchased at a price of $235.46 per share and were obtained pursuant to the company’s 2021 Employee Stock Purchase Plan.
Following this transaction, Powers beneficially owns 7,413.596 Union Pacific shares held directly and an additional 952.394 shares held indirectly through a managed account. The filing reflects a routine update of equity ownership by a company officer rather than a major change in holdings.
Union Pacific Corporation executive Kenyatta G. Rocker, EVP Marketing & Sales, reported a small purchase of company stock. On 12/10/2025, an indirect purchase of 3.045 shares of common stock at $235.46 per share was made, noted as a purchase pursuant to the 2021 Employee Stock Purchase Plan.
After this transaction, Rocker reports 1,284.9951 shares held indirectly by spouse, 52,157.1007 shares held directly, 350 shares held through a deferral account, and 2,034.4439 shares held in a managed account, reflecting total reported beneficial ownership across multiple accounts.
Union Pacific Corporation executive vice president and chief financial officer Jennifer L. Hamann reported a charitable stock gift in a Form 4 filing. On 12/04/2025, she donated 300 shares of Union Pacific common stock, recorded with a transaction code G (gift) at a price of $0.0 per share, reflecting that it was not a sale for value. After this transaction, she beneficially owned 108,841.8976 shares directly and 5,621.328 shares indirectly through a deferral account. The filing notes that the contribution was made to a non-affiliated entity, indicating it was an external charitable organization.
Union Pacific Corporation reported the results of a special shareholder meeting held on November 14, 2025 to consider proposals related to its planned merger with Norfolk Southern Corporation. Shareholders approved the issuance of Union Pacific common stock required under the Agreement and Plan of Merger with Norfolk Southern and two Union Pacific merger subsidiaries. As of the October 6, 2025 record date, 593,127,035 shares were outstanding, and about 79% of those shares were represented at the meeting, constituting a quorum.
The share issuance proposal passed with 465,888,036 votes for, 2,214,119 against, and 786,729 abstentions. Shareholders also approved an adjournment proposal, though no adjournment was ultimately needed. Completion of the two-step merger structure remains subject to various conditions, including receipt of certain regulatory approvals. Union Pacific issued a press release on November 14, 2025 announcing these voting results.