Union Pacific SEC Filings

David B. Dillon, a director of Union Pacific Corporation (UNP), reported a non-cash receipt of 262 Phantom Stock units on 10/01/2025 that are payable in cash at retirement on a 1:1 distribution ratio. The report shows the phantom units were converted into an economic interest equivalent to 262 shares of Common Stock valued at $234.74 per share for reporting purposes, increasing his reported beneficial ownership to 13,099 shares.

The Form 4 was filed as a single reporting person filing and was signed by an attorney-in-fact on behalf of Mr. Dillon on 10/02/2025. The filing indicates the director status of the reporting person and clarifies the phantom units are cash-settled at retirement rather than delivering actual shares.

Amended registration statement (Form S-4/A) describes the proposed mergers between Union Pacific Corporation and Norfolk Southern Corporation and serves as a joint proxy statement/prospectus for shareholder votes.

The merger consideration is presented as $320.00 per share of Norfolk Southern common stock (illustrative), which the document says corresponds to a mix of $88.82 in cash plus share consideration of Union Pacific common stock (subject to adjustments). The pro forma financial statements were prepared under the acquisition method assuming Union Pacific as the acquirer and reflect transaction, reclassification and financing accounting adjustments. Financial advisors produced illustrative valuation ranges that include the $320 per-share consideration and Wells Fargo and Morgan Stanley analyses are summarized. The merger agreement includes a $2.5 billion termination fee payable in specific circumstances and contemplates an expected pro forma debt-to-EBITDA of ~2.8x by the second year after closing. The filing warns of potential integration costs, regulatory approvals, divestitures, and other risks that could affect timing and expected benefits.

Union Pacific and Norfolk Southern have filed a joint registration/prospectus on Form S-4 proposing a business combination under a merger agreement. The announced per-share merger consideration includes an implied per-share consideration of $320.00 (based on Union Pacific's unaffected closing price) and an illustrative cash component of $88.82 per Norfolk Southern share plus share consideration adjustments indicated in the agreement. The filing includes pro forma financial statements prepared under the acquisition method showing combined company totals (for example, aggregate combined assets and equity references such as $165,619) and sets a target combined net leverage metric (approximately 2.8x debt-to-EBITDA by year two). The filing discloses a reciprocal $2.5 billion termination fee in specified litigation outcomes, transaction accounting adjustments that exclude anticipated synergies and potential regulatory-mandated divestitures, non-GAAP management projections used by advisors, and material governance and voting procedures for the required shareholder meetings.

Kenyatta G. Rocker, EVP Marketing & Sales at Union Pacific Corporation (UNP), filed a Form 4 disclosing equity transactions dated 09/10/2025. The filing reports a purchase of 3.331 shares of Union Pacific common stock at a price of $215.19 under the 2021 Employee Stock Purchase Plan. The form also lists indirect holdings including 1,273.2098 shares held indirectly by spouse, 350 shares in a deferral account, and 2,036.0811 shares in a managed account. An entry shows 52,180.1007 shares marked as disposed of, without an associated price or explanatory detail beyond the items listed on the form. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Union Pacific insider Carrie J. Powers purchased 7.086 shares of Union Pacific common stock on 09/10/2025 at a reported price of $215.19 per share under the 2021 Employee Stock Purchase Plan. After the transaction, the filing reports Ms. Powers beneficially owns 7,393.543 shares directly and 947.665 shares indirectly through a managed account. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Powers on 09/11/2025. The filing indicates this is a routine employee plan purchase rather than an open-market trade or grant.

Rahul Jalali, Executive Vice President & Chief Information Officer of Union Pacific Corporation (UNP), reported a purchase of 10.539 shares of the issuer's common stock on 09/10/2025 at a price of $215.19 per share. The Form 4 states the purchase was made pursuant to the 2021 Employee Stock Purchase Plan. Following the reported transaction the form lists 28,807.86 as the amount of securities beneficially owned. The filing was submitted by an attorney-in-fact on 09/11/2025.

Union Pacific Corp. (UNP) insider filing reports a routine purchase by the company’s EVP & Chief Financial Officer, Jennifer L. Hamann. The Form 4 shows a purchase on 09/10/2025 of 9.912 common shares at a price of $215.19 per share made pursuant to the 2021 Employee Stock Purchase Plan. After the transaction, Hamann beneficially owns 109,137.1876 shares directly and an additional 5,588.699 shares indirectly through a deferral account. The form was submitted by an attorney-in-fact on 09/11/2025.

Christina B. Conlin, EVP & Chief Legal Officer of Union Pacific Corporation (UNP), purchased company stock under the 2021 Employee Stock Purchase Plan on 09/10/2025. The Form 4 reports an acquisition of 8.016 shares at a price of $215.19 per share, resulting in total beneficial ownership of 5,210.941 shares following the transaction. The filing was signed on behalf of Ms. Conlin by an attorney-in-fact on 09/11/2025. The form identifies the transaction code as A and specifies the purchase was made pursuant to the company ESPP.