UNION PACIFIC CORP — Director's Dealing 2023

Feb 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2023-02-09

Reporting Person: Rocker Kenyatta G (EVP MARKETING & SALES)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-09	Common Stock	D	5159	$0.0	Disposed	38915.0953	Direct
2023-02-09	Common Stock	F	1219	$202.81	Disposed	37696.0953	Direct
2023-02-09	Common Stock	A	8876	$0.0	Acquired	46572.0953	Direct
2023-02-10	Common Stock	A	13.4834	$205.5	Acquired	46585.5787	Direct
2023-02-09	Common Stock	A	114	$0.0	Acquired	1077.1616	Indirect
2023-02-10	Common Stock	A	3.594	$205.5	Acquired	1082.8155	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-09	Non-Qualified Stock Option (right to buy)	$202.81	A	12423	Acquired	2033-02-09	Common Stock (12423)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	350	Indirect
Common Stock	1942.0154	Indirect

Footnotes

F1: Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.

F2: Purchase pursuant to the 2021 Employee Stock Purchase Plan.

F3: Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan.

F4: This option becomes exercisable in three equal installments starting one year from the grant date.