Gehringer Eric J 4

What Happened Eric J. Gehringer, Executive Vice President — Operations of Union Pacific (UNP), exercised/converted derivative awards to acquire 5,271 shares on 2026-02-12 at an exercise price of $161.57 per share (total exercise cost $851,635). To satisfy tax withholding and related obligations, 4,063 shares were surrendered/disposed at $262.81 per share (totaling about $1,067,797). After withholding, Gehringer retained a net of 1,208 shares from this transaction. The filing shows both the exercise/conversion and the withholding disposition entries.

Key Details

• Transaction date: 2026-02-12.
• Exercise: 5,271 shares @ $161.57 = $851,635 (code M).
• Withholding/tax dispositions: 3,241 shares @ $262.81 = $851,767 and 822 shares @ $262.81 = $216,030 (total 4,063 shares withheld; code F).
• Net shares retained from this event: 5,271 − 4,063 = 1,208 shares.
• Footnotes: F1 indicates conversion of restricted stock units to fully vested stock units (1:1, payable only in shares at termination or a date certain). F2 notes the option became exercisable in three equal installments beginning one year after grant.
• Filing status: reported on 2026-02-12 (no indication of late filing in the provided data).

Context

• This was an option exercise/conversion with shares withheld to cover tax liability (a common, routine practice). Because shares were surrendered for taxes rather than sold on the open market, this is not a typical open-market sale signal.
• The filing does not state total UNP shares Gehringer owns after this transaction beyond the net 1,208 shares retained from this exercise; total holdings reported in the form (if any) were not provided here.
• For retail investors: exercises and related withholding are administrative and do not necessarily reflect a change in insider sentiment; purchases (cash outflows) can be more informative, but this transaction did result in a net acquisition of 1,208 shares.