8-KRegulation FD

UNION PACIFIC CORP 8-K Report, Regulation FD Disclosure (Feb 15, 2013)

Filed February 15, 2013For Securities:UNP

Summary

This 8-K filing from Union Pacific Corporation (UNP) on February 15, 2013, primarily discloses the establishment of a prearranged trading plan by its Executive Vice President—Finance and Chief Financial Officer, Robert M. Knight, Jr. This plan, established under Rule 10b5-1, allows for the sale of up to 25,000 shares of Company common stock. The purpose is stated as long-term asset diversification, tax, and financial planning. Investors should note that this is a planned series of transactions, not an immediate large sale, and is designed to comply with securities regulations for insider trading. Despite the planned sales, Mr. Knight is expected to retain a significant number of shares, exceeding the company's stock ownership guidelines for executives. All transactions executed under this plan will be publicly disclosed via Form 4 filings. This disclosure provides transparency regarding insider stock activity and suggests the executive's continued confidence in the company's long-term value, as he will remain a substantial shareholder.

Key Highlights

  • 1CFO Robert M. Knight, Jr. has established a prearranged trading plan for up to 25,000 shares of Union Pacific common stock, effective February 15, 2013.
  • 2The trading plan is designed to comply with Rule 10b5-1 safe harbor provisions.
  • 3The plan is part of Mr. Knight's long-term asset diversification, tax, and financial planning strategy.
  • 4The 25,000 shares represent approximately 12% of Mr. Knight's beneficially owned shares at the time.
  • 5Following any sales under the plan, Mr. Knight will still own shares exceeding company stock ownership guidelines.
  • 6All trades made under the plan will be disclosed on subsequent Form 4 filings.
  • 7This is a standard disclosure regarding insider trading plans, intended for orderly stock transactions.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose that Union Pacific's Executive Vice President and CFO, Robert M. Knight, Jr., has established a prearranged trading plan for his company stock under SEC Rule 10b5-1.

No, Mr. Knight is not selling all his stock. The plan allows for the sale of up to 25,000 shares, which is about 12% of his holdings at the time. He will continue to own a significant number of shares, exceeding the company's ownership guidelines.

Executives often create trading plans under Rule 10b5-1 to sell company stock in an orderly manner for personal financial planning, diversification, or tax purposes, while adhering to insider trading regulations. This plan helps avoid perceptions of trading on material non-public information.

Any sales made under this trading plan will be reported by Mr. Knight on Form 4 filings with the Securities and Exchange Commission, which are publicly accessible.