United Airlines (NASDAQ: UAL) sells $1B 5.375% senior notes due 2031

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

United Airlines Holdings, Inc. disclosed that on February 2, 2026 it issued $1,000,000,000 principal amount of 5.375% Senior Notes due 2031 in a public offering. The notes are guaranteed by wholly owned subsidiary United Airlines, Inc. and issued under an existing indenture with The Bank of New York Mellon Trust Company, N.A. as trustee.

The notes mature on March 1, 2031 and bear interest at 5.375% per year, payable semi-annually on March 1 and September 1, beginning September 1, 2026. They are redeemable at UAL’s option, subject to specified call prices, and feature a Change of Control Triggering Event repurchase right at 101% of principal plus accrued interest.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 02/02/2026 - 04:27 PM

FAQ

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

United Airlines Holdings reported issuing $1,000,000,000 principal amount of 5.375% Senior Notes due 2031 in a public offering, guaranteed by United Airlines, Inc., under its existing indenture with The Bank of New York Mellon Trust Company, N.A. acting as trustee.

What are the key terms of United Airlines (UAL) 5.375% Senior Notes due 2031?

The notes bear interest at 5.375% per annum, payable semi-annually on March 1 and September 1, starting September 1, 2026, and mature on March 1, 2031. They were issued in a $1,000,000,000 principal amount and are guaranteed by United Airlines, Inc.

Can United Airlines Holdings (UAL) redeem the 5.375% notes before maturity?

United Airlines Holdings may redeem the notes at any time before September 1, 2030 at the greater of 100% of principal or a make-whole amount, plus accrued interest. On or after September 1, 2030, they are callable at 100% of principal plus accrued interest.

What investor protections apply if there is a change of control at United Airlines (UAL)?

If a Change of Control Triggering Event occurs and no qualifying Change of Control Offer is made and UAL does not redeem the notes, each holder may require UAL to repurchase all or part of its notes at 101% of principal plus accrued and unpaid interest.

Under what regulatory framework were United Airlines (UAL) 5.375% notes issued?

The issuance was registered under United Airlines Holdings, Inc.’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 January 26, 2026, filed under Rule 424(b).

What covenants govern the new United Airlines (UAL) 5.375% Senior Notes?

The indenture includes covenants limiting the ability to incur liens securing indebtedness for borrowed money or capital leases, and to engage in mergers, consolidations, or transfers of all or substantially all assets, subject to important exceptions specified in the indenture for these 5.375% Senior Notes due 2031.

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 2, 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

(Address of principal executive offices) (Zip Code)

(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

Item 1.01 Entry into a Material Definitive Agreement.

On February 2, 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 5.375% Senior Notes due 2031 (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 Sixth Supplemental Indenture, dated as of February 2, 2026 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among UAL, United and the Trustee.

The Notes will mature on March 1, 2031. The Notes bear interest at a rate of 5.375% 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 September 1, 2030 (six 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 September 1, 2030 (six 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 Sixth Supplemental Indenture) with respect to the Notes, unless a third party makes a Change of Control Offer (as defined in the Sixth 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 Sixth 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 Sixth 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 January 26, 2026, to the Prospectus, dated November 20, 2023, of UAL and United filed with the SEC on January 28, 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 January 26, 2026, among United Airlines Holdings, Inc., United Airlines, Inc. and the underwriters party thereto, acting through Barclays Capital Inc. as their representative.

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		Sixth Supplemental Indenture, dated as of February 2, 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 5.375% Senior Notes due 2031 (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 2, 2026

Source: View Original Filing on SEC EDGAR

Co-Registrant CIK	0000319687
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-02-02
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