Powers Carrie J 4

What Happened
Carrie J. Powers, Vice President & Controller of Union Pacific Corporation (UNP), received two awards on 2026-02-05: 1,672 shares as a performance retention unit award and 2,784 derivative shares (award/option). Both grants show $0.00 purchase price at grant (standard for compensation awards); these are awards, not open-market purchases or sales.

Key Details

• Transaction date: 2026-02-05; Form 4 filed 2026-02-06 (timely filing).
• Grants reported:
  • 1,672 shares — Award/Grant (A); $0.00 per share; labeled as a performance retention unit (maximum eligible amount).
  • 2,784 shares — Derivative Award/Grant (A); $0.00 per share; reported as a derivative instrument (option/awarded right).
• Footnotes:
  • F1: The 1,672 performance retention units have a 1:1 distribution ratio, pay out only in common stock, vest over three years from grant, and the reported number is the maximum eligible — actual payout depends on meeting performance criteria.
  • F2: The derivative award becomes exercisable in three equal installments beginning one year from the grant date.
• Shares owned after the transaction: not specified in the filing.
• Transaction code: A = Award/Grant. No sales or open-market purchases recorded in this report.

Context
These are compensation awards granted by the company and do not represent purchases or sales. Performance-based and time-vesting awards are common executive compensation tools; the final number of shares delivered may be lower than the maximum if performance goals are not met. The derivative award’s staged exercisability means any potential future purchases of shares will occur over time, subject to vesting/exercisability schedules.