8-KRegulation FD

UNION PACIFIC CORP 8-K Report, Regulation FD Disclosure (Mar 7, 2019)

Filed March 7, 2019For Securities:UNP

Summary

Union Pacific Corporation announced that its Executive Vice President and Chief Financial Officer, Robert M. Knight, Jr., has established a prearranged trading plan for the sale of up to 55,000 shares of Company common stock. This plan, effective March 7, 2019, is structured under Rule 10b5-1 of the Securities Exchange Act of 1934, which provides a safe harbor for such transactions to avoid concerns about insider trading. The planned sales represent approximately 14% of Mr. Knight's current beneficial ownership. This disclosure is important for investors to understand potential future stock sales by a key executive. However, the plan is designed as a long-term asset diversification and financial planning strategy, and Mr. Knight will continue to hold shares exceeding the company's ownership guidelines. All transactions under this plan will be publicly disclosed via Form 4 filings with the SEC, ensuring transparency.

Key Highlights

  • 1CFO Robert M. Knight, Jr. has established a prearranged trading plan for selling Union Pacific stock.
  • 2The plan allows for the sale of up to 55,000 shares of Company common stock.
  • 3The trading plan is effective as of March 7, 2019.
  • 4The plan is established under the safe harbor provisions of Rule 10b5-1 of the Securities Exchange Act of 1934.
  • 5The planned sales represent approximately 14% of the CFO's beneficial ownership.
  • 6Following the sales, the CFO will still own shares in excess of the company's executive stock ownership guidelines.
  • 7All transactions under the plan will be reported on Form 4 filings with the SEC.

Frequently Asked Questions

This filing is made under Regulation FD (Fair Disclosure) to ensure that material information is broadly disseminated to the public. The establishment of a trading plan by a senior executive is considered potentially material information for investors.

Not necessarily. The plan is explicitly stated as being part of a long-term asset diversification, tax, and financial planning strategy. Rule 10b5-1 plans are designed to allow executives to diversify their holdings over time without creating the appearance of trading on inside information.

The plan contemplates the sale of up to 55,000 shares of Union Pacific common stock.

Yes, the filing states that following the consummation of the sales under the plan, Mr. Knight would continue to own shares in excess of the amounts required under the company's stock ownership guidelines for executives.