Jalali Rahul 4

What Happened
Rahul Jalali, EVP and Chief Information Officer of Union Pacific Corporation (UNP), was granted equity awards on 2026-02-05 consisting of 9,546 shares (time-based award) and 15,900 derivative units (performance retention units). Both grants have an acquisition price of $0.00, so no cash was paid. The maximum potential shares from these awards total 25,446; the actual number of shares that will be delivered may be less for the performance-based portion depending on achievement of performance criteria.

Key Details

• Transaction date: 2026-02-05; Form 4 filed 2026-02-06 (appears timely).
• Transaction type/code: A = Grant/Award (one award recorded as derivative for the performance units).
• Shares granted: 9,546 (time-based) + 15,900 (performance retention units) = 25,446 maximum. Price per share: $0.00 (no cash paid).
• Shares owned after transaction: Not specified in the provided filing details.
• Footnotes of note:
  • F1: The 15,900 units are performance retention units (PRUs) with a 1:1 distribution ratio, payable only in common stock and subject to a three-year vesting period; the amount shown is the maximum eligible—actual payout depends on performance.
  • F2: Indicates an award/option that becomes exercisable in three equal installments beginning one year from the grant date.
• Filing timeliness: Reported one day after the grant date; no late-filing flag provided.

Context
These are grants (not open-market purchases or sales). Time- and performance-based awards are commonly used for retention and incentive alignment; they do not represent immediate cash value and may vest over multiple years only if conditions are met. For retail investors, awards signal compensation alignment but are not direct buy/sell actions by the insider.