This research delves into the whistleblowing intentions of observers of unethical pro-organizational behavior (UPB), utilizing the moral foundation theory to suggest a tradeoff between loyalty and fairness resulting from observed UPB. We propose that observers favoring loyalty over fairness are likely to indicate their intentions to blow the whistle, with this relationship being influenced by the perceived ethicality of observed UPB. In a multi-phase study involving vignettes, data was collected from 292 workers in the USA. Our results demonstrate that the loyalty and fairness dilemma significantly predicts both internal and external whistleblowing intentions among observers. Importantly, the mediation pathway through perceived ethicality is effective, particularly in the context of UPB. These findings contribute to the UPB literature by highlighting how the pro-organizational aspect of UPB can pose additional challenges to employees' whistleblowing efforts by masking UPB as ethical conduct. Additionally, studying whistleblowing as observers’ reactions to UPB adds layers of complexity to the existing whistleblowing literature as well, providing a more nuanced understanding of the varying ethical challenges of whistleblowing. The UPB-specific perceived ethicality mediation pathway underscores the role of subjectivity in the individuals’ perception as the whistleblowing barrier when the unethicality of observed behavior depends greatly on the social norms and cultural acceptance.