Form 4: UNP Executive Adjusts Holdings, Buys Via ESPP

Union Pacific Corp's EVP & Chief Information Officer, Rahul Jalali, reported recent changes in his beneficial ownership, including dispositions and an Employee Stock Purchase Plan acquisition.

Summary

• Rahul Jalali, EVP & Chief Information Officer of Union Pacific Corp (UNP), reported changes in his beneficial ownership of common stock.
• On February 9, 2026, Jalali disposed of 4,048 shares of common stock at a price of $0.0.
• On the same date, 1,237 shares were disposed of at $254.34, likely for tax withholding purposes (transaction code 'F').
• On February 10, 2026, Jalali acquired 8.679 shares of common stock at $261.32 through the 2021 Employee Stock Purchase Plan.
• Following these transactions, Jalali's direct beneficial ownership stands at 33,077.681 shares of Union Pacific Corp common stock.
• The reported transactions were made pursuant to a Rule 10b5-1 plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing. While there were dispositions, they appear to be routine for tax/vesting purposes, and the executive also made a purchase through an employee stock plan, indicating continued investment.

Positives

• Rahul Jalali acquired 8.679 shares of common stock through the company's Employee Stock Purchase Plan, indicating continued investment in the company.
• The transactions were conducted under a Rule 10b5-1 plan, which helps mitigate concerns about insider trading by pre-scheduling trades.

Negatives

• Rahul Jalali disposed of a total of 5,285 shares (4,048 shares at $0.0 and 1,237 shares at $254.34), resulting in a net reduction of 5,276.321 shares in his direct beneficial ownership.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future outlook.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as those reported in this Form 4, are common for executives and often relate to compensation plans, vesting schedules, and tax obligations. While the dispositions reduce the executive's direct holdings, the ESPP purchase reflects ongoing participation in employee ownership programs, a common practice across various industries, including the railroad sector.

Stakeholder Impact

• Shareholders: Minor impact on the perception of insider holdings, as the transactions are routine and part of executive compensation and investment plans.
• Employees: The Employee Stock Purchase Plan demonstrates a mechanism for employee ownership and alignment of interests.

Key Dates

Recommendation

This Form 4 details routine insider transactions, including dispositions likely for tax purposes and a small acquisition through an employee stock purchase plan. Such transactions are common and do not typically signal a significant change in the company's fundamental outlook or warrant a change in investment recommendation based solely on this filing. The executive's continued participation in the ESPP is a minor positive, but the overall impact on investment thesis is neutral, supporting a 'hold' recommendation.

Keywords

Union Pacific Corp, UNP, Rahul Jalali, Form 4, Insider Trading, Stock Purchase Plan, Executive Compensation, Beneficial Ownership, Railroad