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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 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
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 |
2026-02-02 |
| 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 |
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
