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

Rhea-AI Filing Summary

On 07/25/2025 United Airlines Holdings (UAL) CEO and director J. Scott Kirby settled a tranche of 2024 performance-based RSUs, acquiring 71,347 common shares at no cost (Code A). To cover withholding taxes he disposed of 28,078 shares at $91.11 (Code F). After the automatic sale, his direct stake increases by roughly 43,000 shares to 740,059. He also reports 13,000 indirect shares held in family trusts, for which he disclaims beneficial ownership beyond his pecuniary interest.

No derivative transactions were reported. The activity is a routine equity-award settlement rather than an open-market trade, yet the sizable net share retention by the CEO may signal continuing confidence in UAL’s outlook.

Positive

• CEO increases direct ownership by ~43,000 shares, signalling confidence and aligning interests with shareholders.
• No derivative or hedging instruments reported, implying straightforward equity exposure.

Negative

• 28,078 shares sold at $91.11 could be perceived as insider selling, despite being tax-related.
• Transaction size is immaterial relative to UAL’s float, limiting any valuation impact.

Insights

Securities Analyst

TL;DR: CEO nets +43k shares; routine RSU vest; modest positive signal.

The grant settlement adds ~6% to Kirby’s direct stake, while the sale is purely for tax. As no open-market buying occurred, the move is not a strong bullish indicator, but the decision to retain ~43k shares suggests management alignment with shareholders. Impact on share price should be limited given UAL’s ~330 m shares outstanding, but insider ownership optics lean positive.

Corporate Governance Expert

TL;DR: Increased skin-in-the-game enhances alignment; governance impact positive.

Form 4 shows Kirby retaining shares after satisfying tax obligations, reinforcing long-term incentive design effectiveness. No complex derivative hedging was disclosed, reducing agency-cost concerns. From a governance perspective, higher CEO ownership supports shareholder interests and earns a favorable view.

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

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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)
07/25/2025

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	07/25/2025		A(1)		71,347	A	$0	768,137	D
Common Stock	07/25/2025		F(2)		28,078	D	$91.11	740,059	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 2024.

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	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many UAL shares did CEO Scott Kirby acquire on 07/25/2025?

He acquired 71,347 common shares through the settlement of performance-based RSUs.

Why did Scott Kirby sell 28,078 UAL shares?

The shares were withheld to cover tax obligations arising from the RSU vesting.

What is Scott Kirby’s total direct ownership after the transaction?

His direct stake rose to 740,059 shares of UAL common stock.

Were any derivative securities involved in this Form 4 filing for UAL?

No. No derivative securities were reported in Table II.

Does the filing include indirect UAL holdings?

Yes, the CEO reports 13,000 indirect shares held in two family trusts.