United Airlines (UAL) sells $1B 4.875% senior notes due 2029 with change-of-control put

Rhea-AI Filing Summary

United Airlines Holdings, Inc. entered into a new long-term debt agreement by issuing $1.0 billion principal amount of 4.875% Senior Notes due 2029, guaranteed by its wholly owned subsidiary United Airlines, Inc. The notes were issued under an existing indenture and a new Seventh Supplemental Indenture with The Bank of New York Mellon Trust Company as trustee.

The notes mature on March 1, 2029 and pay interest at 4.875% per year, with semi-annual payments each March 1 and September 1, starting September 1, 2026. United may redeem the notes before maturity, subject to make-whole or par call terms, and holders gain a right to require repurchase at 101% of principal if a defined change of control triggering event occurs.

Insights

Corporate credit and capital structure analyst

United adds $1B of fixed‑rate 2029 debt with standard covenants and change‑of‑control protection.

United Airlines Holdings issued $1,000,000,000 of 4.875% Senior Notes due 2029, guaranteed by United Airlines, Inc. This increases secured funding visibility to 2029 at a fixed coupon, using an existing indenture framework with a new supplemental indenture.

The notes carry covenants limiting liens securing borrowed money, and restricting mergers, consolidations, or major asset transfers, with specified exceptions. Optional redemption is allowed, including a make‑whole call before December 1, 2028 and a par call thereafter, giving the issuer flexibility if future refinancing conditions become attractive.

Holders receive some downside protection through a change of control triggering event: they can require repurchase at 101% of principal plus accrued interest. The notes are registered under an automatic shelf and supported by a legal opinion confirming they are binding obligations. Subsequent disclosures in future reports may show how this new debt fits alongside other financings.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2026

UNITED AIRLINES HOLDINGS, INC.

UNITED AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-06033		36-2675207
Delaware		001-10323		74-2099724
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification Number)

233 S. Wacker Drive, Chicago, IL  60606

233 S. Wacker Drive, Chicago, IL  60606

(Address of principal executive offices)  (Zip Code)

(872) 825-4000

(872) 825-4000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Trading Symbol	Name of each exchange on which registered
United Airlines Holdings, Inc.	Common Stock, $0.01 par value	UAL	The Nasdaq Stock Market LLC
United Airlines Holdings, Inc.	Preferred Stock Purchase Rights	None	The Nasdaq Stock Market LLC
United Airlines, Inc.	None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

true 

Co-Registrant CIK	0000319687
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-02-06
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Entity Emerging Growth Company	false

Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2026, United Airlines Holdings, Inc. (formerly known as United Continental Holdings, Inc., “UAL”) issued in a public offering $1,000,000,000 principal amount of its 4.875% Senior Notes due 2029 (the “Notes”), which are guaranteed (the “Guarantee”) by UAL’s wholly-owned subsidiary United Airlines, Inc. (“United”). The Notes and Guarantee were issued pursuant to an Indenture, dated as of May 7, 2013 (the “Base Indenture”), among UAL, United and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as modified and supplemented for purposes of establishing the terms of the Notes by the Seventh Supplemental Indenture, dated as of February 6, 2026 (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among UAL, United and the Trustee.

The Notes will mature on March 1, 2029. The Notes bear interest at a rate of 4.875% per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026.

The Indenture contains certain covenants that, among other things, limit our ability to incur liens securing indebtedness for borrowed money or capital leases and engage in mergers and consolidations or transfer all or substantially all of our assets, in each case subject to a number of important exceptions as specified in the Indenture. The indebtedness evidenced by the Notes may be accelerated upon the occurrence of events of default under the Indenture, which are customary for securities of this nature.

UAL, at its option, may redeem the Notes at any time prior to December 1, 2028 (three months prior to maturity), in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. At any time on or after December 1, 2028 (three months prior to maturity), UAL may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. Upon the occurrence of a Change of Control Triggering Event (as defined in the Seventh Supplemental Indenture) with respect to the Notes, unless a third party makes a Change of Control Offer (as defined in the Seventh Supplemental Indenture) or UAL has exercised its right to redeem the Notes, each holder of Notes will have the right to require UAL to repurchase all or a portion of such holder’s Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

The Seventh Supplemental Indenture is filed herewith as Exhibit 4.2, and is incorporated by reference herein. The form of the Notes and the form of the Notation of Note Guarantee are filed herewith as Exhibits 4.3 and 4.4, respectively, and are incorporated by reference herein. The foregoing descriptions of the Seventh Supplemental Indenture, the Notes and the Guarantee are qualified in their entirety by reference to such exhibits.

The issuance of the Notes and the Guarantee were registered pursuant to UAL’s and United’s automatic shelf registration statement on Form S-3 (Registration Nos. 333-275664 and 333-275664-1) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2023. The material terms of the Notes and the Guarantee are

more fully described in the final Prospectus Supplement, dated February 3, 2026, to the Prospectus, dated November 20, 2023, of UAL and United filed with the SEC on February 5, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which description is hereby incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described under Item 1.01 above is hereby incorporated by reference in this Item 2.03.

Item 8.01 Other Events.

In connection with the offering of the Notes, we are filing herewith the opinion of Hughes Hubbard & Reed LLP for the purpose of adding the opinion that the Notes and the Guarantee are binding obligations as an exhibit with respect to the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated February 3, 2026, among United Airlines Holdings, Inc., United Airlines, Inc. and the underwriters party thereto, acting through Barclays Capital Inc. and BofA Securities, Inc. as their representatives.
4.1	Indenture, dated as of May 7, 2013, among United Airlines Holdings, Inc. (formerly known as United Continental Holdings, Inc.), United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of UAL and United filed with the SEC on May 10, 2013).
4.2	Seventh Supplemental Indenture, dated as of February 6, 2026, among United Airlines Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.3	Form of 4.875% Senior Notes due 2029 (included in Exhibit 4.2 as Exhibit A thereto).
4.4	Form of Notation of Note Guarantee (included in Exhibit 4.2 as Exhibit B thereto).
5.1	Opinion of Hughes Hubbard & Reed.
23.1	Consent of Hughes Hubbard & Reed LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED AIRLINES HOLDINGS, INC. UNITED AIRLINES, INC.
	By:	/s/ Michael Leskinen
	Name:	Michael Leskinen
	Title:	Executive Vice President and Chief Financial Officer

Date: February 6, 2026

FAQ

What did United Airlines Holdings (UAL) announce in this 8-K filing?

United Airlines Holdings issued $1 billion of 4.875% Senior Notes due 2029, guaranteed by United Airlines, Inc. The notes were sold in a public offering under an automatic shelf registration, adding new fixed-rate debt maturing March 1, 2029.

What are the key terms of UAL’s new 4.875% Senior Notes due 2029?

The notes have $1 billion principal, a 4.875% annual interest rate, and mature March 1, 2029. Interest is paid semi-annually each March 1 and September 1, starting September 1, 2026, under an existing indenture and a Seventh Supplemental Indenture.

Can United Airlines Holdings (UAL) redeem the 2029 notes early?

Yes. United may redeem the notes before December 1, 2028 at the greater of 100% of principal or a make-whole amount plus interest. On or after December 1, 2028, it may redeem them at 100% of principal plus accrued interest.

What investor protections are included in UAL’s 4.875% Senior Notes due 2029?

If a defined Change of Control Triggering Event occurs and the notes are not redeemed or covered by a qualifying third-party offer, each holder can require UAL to repurchase their notes at 101% of principal plus accrued and unpaid interest to the repurchase date.

How are the new United Airlines notes and guarantee structured legally?

The notes and guarantee are issued under a base indenture dated May 7, 2013 and a Seventh Supplemental Indenture dated February 6, 2026. United Airlines, Inc. guarantees the notes, with The Bank of New York Mellon Trust Company, N.A. serving as trustee.

Under which SEC registration were United Airlines’ 2029 notes issued?

The notes and guarantee were issued under United’s and United Airlines, Inc.’s automatic shelf registration statement on Form S-3, Registration Nos. 333-275664 and 333-275664-1, with detailed terms described in a final prospectus supplement dated February 3, 2026.