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[Form 4] United Airlines Holdings, Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

United Airlines Holdings insider filing: J. Scott Kirby, listed as Director and Chief Executive Officer, reported transactions in UAL common stock on 09/24/2025. He received 76,633 shares upon settlement of performance-based restricted stock units granted in 2022. To satisfy tax withholding on that settlement, 30,157 shares were withheld and treated as a disposition at $101.39 per share. After these transactions the report shows 786,535 shares beneficially owned directly; the filing also discloses 5,000 and 8,000 shares held indirectly in trusts for family members, with customary disclaimers of beneficial ownership.

Positive
  • Settlement of PB RSUs: Receipt of 76,633 shares indicates performance-based awards vested
  • Transparency: Clear disclosure of tax-withholding and indirect trust holdings with disclaimers
Negative
  • Share reduction due to tax withholding: 30,157 shares withheld and listed as a disposition at $101.39
  • Net direct holdings declined: Direct beneficial ownership reported at 786,535 shares following transactions

Insights

TL;DR: CEO received long-term incentive shares and withheld a portion for taxes; this is routine executive compensation settlement activity.

The filing documents settlement of PB RSUs awarded in 2022, creating a gross issuance of 76,633 shares to the reporting person and an associated withholding of 30,157 shares to cover tax obligations at a reported share price of $101.39. The report includes customary trust holdings of 5,000 and 8,000 shares with disclaimers. From a governance perspective, these entries reflect compensation realization rather than open-market purchases or sales, and they follow standard disclosure practice.

TL;DR: The transactions reflect vesting and tax withholding of performance RSUs; impact on ownership is modest relative to executive compensation norms.

The material items are the settlement of PB RSUs and share withholding for taxes. The net effect reduced the reporting person’s directly reported holdings from 816,692 to 786,535 shares after withholding. The filing specifies no open-market dispositions or purchases other than the internal withholding mechanism. This is consistent with customary vesting and tax procedures for equity awards.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KIRBY J SCOTT

(Last) (First) (Middle)
P. O. BOX 66100 HDQLD

(Street)
CHICAGO IL 60666

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
United Airlines Holdings, Inc. [ UAL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/24/2025 A(1) 76,633 A $0 816,692 D
Common Stock 09/24/2025 F(2) 30,157 D $101.39 786,535 D
Common Stock 5,000 I See Footnote(3)
Common Stock 8,000 I See Footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of UAL common stock acquired upon the settlement of performance-based restricted stock units ("PB RSUs") granted to the reporting person in 2022.
2. This transaction represents the withholding of shares to pay tax withholding obligations associated with the settlement of the PB RSU awards referenced in footnote 1, above.
3. Represents shares held in a trust for the benefit of Mr. Kirby's children and other relatives in which Mr. Kirby serves as the trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of all the reported shares for purposes of Section 16 or for any other purpose.
4. Represents shares held in a trust for the benefit of Mr. Kirby's children in which Mr. Kirby's brother serves as the trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/ James Cotton for J. Scott Kirby 09/26/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did UAL CEO J. Scott Kirby report on Form 4?

The filing reports settlement of 76,633 shares from PB RSUs on 09/24/2025 and withholding of 30,157 shares to satisfy taxes at a reported price of $101.39.

How many UAL shares does J. Scott Kirby beneficially own after the transactions?

The Form 4 shows 786,535 shares held directly following the reported transactions, plus indirect holdings of 5,000 and 8,000 shares in trusts.

Were any open-market purchases or sales reported by the CEO?

No open-market purchases or sales are reported; the disposal of 30,157 shares reflects tax withholding on vested PB RSUs.

What is the nature of the indirectly held shares disclosed?

The filing discloses 5,000 and 8,000 shares held in trusts for family members, and the reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

When was the Form 4 signed and filed?

The signature block shows the filing was signed on 09/26/2025 on behalf of J. Scott Kirby.
United Airlines Holdings Inc

NASDAQ:UAL

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31.46B
321.83M
0.55%
87.94%
3.92%
Airlines
Air Transportation, Scheduled
Link
United States
CHICAGO