Vena Vincenzo J 4

What Happened

• Vincenzo J. Vena, CEO of Union Pacific Corp (UNP), received equity awards on Feb 5, 2026. The Form 4 reports a grant of 83,516 shares (awarded, $0.00 per share) and a derivative award of 139,107 performance retention units (reported at $0.00). These awards are grants/awards (transaction code A), not open-market purchases or sales.

Key Details

• Transaction date: 2026-02-05; filing date (Form 4): 2026-02-06 (timely filing).
• Awards: 83,516 restricted shares (non-cash grant) and 139,107 performance retention units (derivative award).
• Price: $0.00 per share (standard for stock awards/grants).
• Vesting/payment: Footnote F1 — the performance retention units have a 1:1 distribution ratio, pay out only in shares, and have a three-year vesting period from the grant date; the 139,107 figure is the maximum eligible amount and actual shares received will depend on meeting performance criteria.
• Footnote F2 notes an option vesting schedule (becomes exercisable in three equal installments starting one year from the grant); the filing includes this footnote but the primary reported items here are the share award and the performance unit award.
• Shares owned after the transaction are not specified in the summary data of the provided filing excerpt.

Context

• These transactions are awards/grants (retention and performance-based), not purchases or sales — they do not represent an immediate market trade. Performance units are derivative awards whose final payout depends on future performance and will convert to shares (1:1) if conditions are met at vesting (three years). Such awards are common for executive compensation and are intended for retention and performance alignment rather than signaling a near-term bullish or bearish stance.