Hamann Jennifer L 4

What Happened
Jennifer L. Hamann, Chief Financial Officer of Union Pacific Corp (UNP), exercised 4,243 stock options on 2026-02-12. The exercise price was $124.86 per share (total cost $529,781). To cover tax liabilities, 2,016 shares and 902 shares were withheld/disposed at a market price of $262.81 per share (values $529,825 and $237,055 respectively). Net shares retained after withholding: 1,325.

Key Details

• Transaction date: 2026-02-12 (filed same day).
• Option exercise: 4,243 shares @ $124.86 = $529,781 (code M).
• Tax-withholding/settlement: 2,016 shares @ $262.81 = $529,825 (code F) and 902 shares @ $262.81 = $237,055 (code F). Total withheld value ≈ $766,880.
• Net shares retained: 1,325 (4,243 exercised − 2,918 withheld). Estimated value of retained shares at $262.81 ≈ $348,223.
• Footnote: F1 — These options vested in three equal installments beginning one year after grant (standard vesting schedule).
• Shares owned after transaction: not specified in the Form 4.
• Filing timeliness: Reported on the transaction date (timely).

Context
This was an option exercise (M) with shares withheld to satisfy tax obligations (F), a common cashless exercise/withholding arrangement rather than an open-market sale. The withholding entries reflect tax payment, not an independent sale for investment purposes. The vesting footnote indicates the exercise involved options that vested under a scheduled plan.