DILLON DAVID B 4

What Happened
David B. Dillon, a director of Union Pacific Corporation, was granted 256 phantom stock units on 2026-04-01. The filing values the award at $243.12 per unit for a total value of $62,239. This was reported as an acquisition via a derivative award (transaction code A).

Key Details

• Transaction date: 2026-04-01; filing date (SEC Form 4): 2026-04-02 (timely filing).
• Award: 256 Phantom Stock Units; unit value listed at $243.12; total reported value $62,239.
• Security type: Derivative (Phantom Stock Units) — transaction coded as A (award/grant).
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes: F1 — distribution ratio is 1:1. F2 — Phantom Stock Units are payable in cash only commencing at retirement.
• No indication of a sale, 10b5-1 plan, tax-withholding sale, or late filing in this report.

Context
Phantom stock units are a cash-settled, derivative form of equity compensation that mirror the economic value of company shares but do not transfer actual stock ownership; here they will be paid out in cash when the director retires. Grants to directors are common and often part of routine compensation and retention packages, so they do not necessarily signal a buy or sell sentiment by the insider.