Hamann Jennifer L 4

What Happened
Jennifer L. Hamann, Chief Financial Officer of Union Pacific Corporation (UNP), received equity awards on Feb 5, 2026 totaling 47,709 shares: a grant of 17,898 shares (non-derivative award) and a grant of 29,811 shares shown as a derivative award (performance retention units). Both awards are reported at $0.00 per share (typical for compensation grants), so the filing shows $0 in acquisition cost. The PRU portion is performance‑based and may pay out in shares only if performance criteria are met.

Key Details

• Transaction date: 2026-02-05; Form 4 filed 2026-02-06 (filed promptly, not late).
• Reported amounts: 17,898 shares (award), 29,811 shares (derivative/performance retention units); price reported $0.00; total reported acquisition value $0.
• Shares owned after transaction: not disclosed in this filing.
• Footnotes: F1 – PRU (performance retention unit) pays only in common stock, 1:1 distribution ratio, three‑year vesting, payout depends on meeting performance criteria. F2 – describes an option vesting schedule (becomes exercisable in three equal installments after one year) but is not directly relevant to these grant entries.
• Transaction code: A = Award/Grant.

Context
These are compensation grants, not open‑market purchases or sales. The PRU (derivative) portion is contingent on performance and a three‑year vesting schedule, so the ultimate number of shares issued could be lower than the maximum shown. Such awards are routine executive compensation and do not necessarily indicate the insider’s near‑term trading intentions.