[Form 4] Union Pacific Corp. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Union Pacific Corp. (UNP) 鈥� Form 4 insider activity

Director Sheri H. Edison reported one transaction dated 07/01/2025. She acquired 201 Phantom Stock Units (deferred-compensation derivative security) at a stated price of $0.00 conversion price, with the underlying reference price shown as $235.57 per share. Phantom units convert to cash on retirement on a 1:1 basis with the company鈥檚 common shares. Following this award, Edison鈥檚 total beneficial ownership of phantom units rose to 2,834, held directly.

The filing contains no sales, no non-derivative share movements and no changes to ordinary share ownership. Because phantom stock is settled in cash, it does not immediately alter the company鈥檚 share count but increases the director鈥檚 economic exposure to UNP鈥檚 share price.

Positive

Director鈥檚 beneficial holding increased by 201 phantom stock units, modestly enhancing alignment with shareholders.

Negative

None.

Insights

TL;DR: Routine grant of 201 phantom units; minimal financial impact, slightly increases director alignment.

The transaction represents a standard Board compensation grant rather than an open-market purchase. At 201 units, the notional value is roughly $47k at the disclosed $235.57 reference price鈥攊mmaterial versus Union Pacific鈥檚 multi-billion market cap. Because settlement is in cash upon retirement, dilution is irrelevant. Still, the additional exposure modestly strengthens director鈥搒hareholder alignment. Overall impact on valuation, liquidity, or governance is negligible and therefore neutral.

TL;DR: Small deferred-comp grant, no trading signal, neutral for stock.

Investors often watch Form 4s for sentiment clues. Here, the director did not buy shares in the market; she merely received deferred phantom stock as part of standard compensation. The holding increase to 2,834 units is too small to influence insider-sentiment models and provides no insight into the company鈥檚 operating outlook. I regard the disclosure as routine, non-actionable, and not price-moving.

07/02/2025 - 03:08 PM

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^*

HOPKINS DEBORAH C

(Last)

(First)

(Middle)

1400 DOUGLAS ST

(Street)

OMAHA

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)
07/01/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽¹⁾	$0.0	07/01/2025		A		253		⁽²⁾	⁽²⁾	Common Stock	253	$235.57	12,012	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: Deborah C. Hopkins	07/02/2025
	** 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.

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