Conlin Christina B 4

What Happened

• Christina B. Conlin, EVP & Chief Legal Officer of Union Pacific Corporation, received two equity awards on 2026-02-05 totaling 28,624 shares at $0.00 per share (no cash paid). The awards listed are: 10,738 shares (non-derivative grant) and 17,886 shares (derivative/performance-based award). The filing shows $0 value at grant because these are compensation awards, not open‑market purchases.

Key Details

• Transaction date: 2026-02-05; Form 4 filed: 2026-02-06 (timely filing).
• Grants: 10,738 shares @ $0.00 (non-derivative); 17,886 shares @ $0.00 (derivative/performance retention units).
• Reported total potential shares: 28,624. Reported dollar amount at grant: $0 (compensation awards).
• Shares owned after the transaction: not specified in the provided filing details.
• Footnotes of note:
  • F1: The 17,886-unit award appears to be performance retention units payable only in shares, with a 1:1 distribution ratio and a three‑year vesting period; the listed amount is the maximum eligible and actual payout depends on performance criteria.
  • F2: The 10,738-unit grant is subject to an exercise/vesting schedule that becomes exercisable in three equal installments beginning one year from the grant date.
• No indication this was a sale, gift, or 10b5-1 plan; this is a standard compensation award.

Context

• These are compensation grants from the company (not open‑market trades). The derivative/performance award (F1) may pay fewer than the maximum shares depending on performance at vesting; the non-derivative grant (F2) vests/exercises over time. Such grants are routine executive compensation and do not by themselves indicate a buy/sell signal by the insider.