United Airlines (UAL) EVP reports RSU vesting and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

United Airlines Holdings EVP & Chief Commercial Officer Andrew P. Nocella reported multiple equity award transactions. Restricted stock units vested and were settled into UAL common stock, increasing his directly held shares. A separate transaction withheld 13,937 shares of common stock at $106.30 per share to cover tax obligations related to these RSU vestings.

Insider Trade Summary

31,098 shares exercised/converted

Mixed 7 txns

Insider Nocella Andrew P

Role EVP & Chief Commercial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,067	$0.00	--
Exercise	Restricted Stock Units	11,849	$0.00	--
Exercise	Restricted Stock Units	7,182	$0.00	--
Exercise	Common Stock	12,067	$0.00	--
Exercise	Common Stock	11,849	$0.00	--
Exercise	Common Stock	7,182	$0.00	--
Tax Withholding	Common Stock	13,937	$106.30	$1.48M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 217,251 shares (Direct)

Footnotes (1)

Represents the settlement upon vesting of restricted stock units ("RSUs") into UAL common stock. The RSUs were granted on April 4, 2023 and vest in one-third (1/3) substantially equal annual installments on February 28, 2024, February 28, 2025 and February 28, 2026. The RSUs were granted on February 29, 2024 and vest in one-third (1/3) substantially equal annual installments on February 28, 2025, February 28, 2026 and February 28, 2027. The RSUs were granted on February 28, 2025 and vest in one-third (1/3) substantially equal annual installments on February 28, 2026, February 28, 2027 and February 28, 2028. This transaction represents the withholding of shares to pay tax withholding obligations associated with the vesting of the RSU awards referenced in footnotes 2 - 4, above. Each RSU represents the economic equivalent of one share of UAL common stock and shall be settled in shares of UAL common stock upon vesting.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 06:02 PM

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nocella Andrew P

(Last)

(First)

(Middle)

P. O. BOX 66100 HDQLD

(Street)

CHICAGO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2026		M⁽¹⁾⁽²⁾		12,067	A	$0	217,251	D
Common Stock	02/28/2026		M⁽¹⁾⁽³⁾		11,849	A	$0	229,100	D
Common Stock	02/28/2026		M⁽¹⁾⁽⁴⁾		7,182	A	$0	236,282	D
Common Stock	02/28/2026		F⁽⁵⁾		13,937	D	$106.3	222,345	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾	02/28/2026		M⁽¹⁾			12,067	⁽²⁾	⁽²⁾	Common Stock	12,067	$0	0	D
Restricted Stock Units	⁽⁶⁾	02/28/2026		M⁽¹⁾			11,849	⁽³⁾	⁽³⁾	Common Stock	11,849	$0	11,849	D
Restricted Stock Units	⁽⁶⁾	02/28/2026		M⁽¹⁾			7,182	⁽⁴⁾	⁽⁴⁾	Common Stock	7,182	$0	14,364	D

Explanation of Responses:

1. Represents the settlement upon vesting of restricted stock units ("RSUs") into UAL common stock.

2. The RSUs were granted on April 4, 2023 and vest in one-third (1/3) substantially equal annual installments on February 28, 2024, February 28, 2025 and February 28, 2026.

3. The RSUs were granted on February 29, 2024 and vest in one-third (1/3) substantially equal annual installments on February 28, 2025, February 28, 2026 and February 28, 2027.

4. The RSUs were granted on February 28, 2025 and vest in one-third (1/3) substantially equal annual installments on February 28, 2026, February 28, 2027 and February 28, 2028.

5. This transaction represents the withholding of shares to pay tax withholding obligations associated with the vesting of the RSU awards referenced in footnotes 2 - 4, above.

6. Each RSU represents the economic equivalent of one share of UAL common stock and shall be settled in shares of UAL common stock upon vesting.

Remarks:

	/s/ James Cotton for Andrew P. Nocella	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did United Airlines (UAL) executive Andrew Nocella report on this Form 4?

Andrew P. Nocella reported the vesting and settlement of restricted stock units into United Airlines common stock, along with a share withholding transaction used to cover tax obligations tied to those RSU vestings.

Were the United Airlines (UAL) Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect exercises or conversions of restricted stock units into common stock and a share withholding transaction to satisfy tax liabilities associated with those RSU vestings.

How many United Airlines (UAL) shares were withheld for taxes in this Form 4?

A total of 13,937 shares of United Airlines common stock were withheld to pay tax withholding obligations, at a reported price of $106.30 per share, related to the vesting of multiple restricted stock unit awards.

What do the restricted stock unit transactions mean for Andrew Nocella’s UAL holdings?

The restricted stock unit transactions converted RSUs into United Airlines common stock, increasing Andrew P. Nocella’s directly held shares, while a portion of the new shares was withheld to cover associated tax obligations from the vesting events.

What is the nature of the “F” code transaction in this United Airlines (UAL) Form 4?

The “F” code transaction represents a tax-withholding disposition. Shares of United Airlines common stock were withheld at $106.30 per share to satisfy tax liabilities arising from the vesting of previously granted restricted stock unit awards.