Powers Carrie J 4

What Happened
Carrie J. Powers, VP & Controller of Union Pacific Corporation (UNP), reported several related transactions. On 2026-02-09 she delivered 759 shares to the issuer (Disposition, $0) and had 233 shares withheld to cover a tax liability at $254.34 per share (F code) for a withholding value of $59,261. On 2026-02-10 she acquired 5.835 shares at $261.32 each for $1,525 — purchase was made pursuant to the 2021 Employee Stock Purchase Plan. The net activity includes share surrenders/withholding and a small ESPP purchase (a modest buy).

Key Details

• Transaction dates and prices:
  • 2026-02-09: Disposition to issuer — 759 shares at $0.00 (disposed)
  • 2026-02-09: Tax/withholding (F) — 233 shares at $254.34; value ~$59,261
  • 2026-02-10: Acquisition (A) — 5.835 shares at $261.32; value ~$1,525
• Shares owned after transaction: Not specified in this Form 4 filing.
• Footnote: Acquisition made pursuant to the 2021 Employee Stock Purchase Plan.
• Filing timeliness: Report filed 2026-02-11 for transactions on 2026-02-09/10 — appears timely (Form 4 is typically due within two business days).

Context

• Code meanings: D = disposition to the issuer (shares delivered back to the company), F = shares withheld to satisfy tax or exercise-related obligations, A = acquisition/grant. Together these entries often reflect withholding/surrender to satisfy tax or exercise obligations rather than an open-market sale.
• For retail investors: the material signal here is minimal — the only outright purchase was small (5.835 shares, ~$1.5k) via the ESPP. The larger dollar amount relates to tax withholding, not an open-market disposition for cash.