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.

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