United Airlines (UAL) CEO reports RSU award and tax share disposal

Rhea-AI Filing Summary

United Airlines Holdings, Inc. Chief Executive Officer J. Scott Kirby reported equity compensation-related transactions in company common stock. He acquired 199235 shares on February 13, 2026 at a stated price of $0.0000 per share, reflecting the settlement of performance-based restricted stock units granted in 2023. On the same date, 77040 shares were disposed of at $109.2900 per share to satisfy tax withholding obligations tied to that PB RSU settlement. Following these direct transactions, Kirby directly owned 768730 shares of common stock. The filing also reports 5000 shares held in a trust for his children and other relatives where he serves as trustee, and 8000 shares held in a trust for his children where his brother serves as trustee; in both cases, Kirby disclaims beneficial ownership except to any pecuniary interest described in the footnotes.

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

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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^*

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)
02/13/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A(1)		199,235	A	$0	845,770	D
Common Stock	02/13/2026		F(2)		77,040	D	$109.29	768,730	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 2023.

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	02/18/2026
	** 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).
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FAQ

What did UAL CEO J. Scott Kirby acquire in this Form 4 filing?

J. Scott Kirby acquired 199235 shares of United Airlines common stock through settlement of performance-based restricted stock units granted in 2023. These shares were reported at a stated price of $0.0000 per share as part of his equity compensation award.

Why were 77040 UAL shares disposed of in Kirby’s Form 4?

The 77040 United Airlines shares were disposed of solely to cover tax withholding obligations from the PB RSU settlement. They were reported at $109.2900 per share and represent a tax-withholding disposition, not an open-market sale for discretionary portfolio reasons.

How many United Airlines shares does Kirby own directly after these transactions?

After the reported equity award and tax-withholding disposition, J. Scott Kirby directly owned 768730 shares of United Airlines common stock. This figure reflects his direct holdings only and excludes shares reported as indirectly held through family trusts with beneficial ownership disclaimers.

What indirect UAL share holdings related to Kirby are reported in trusts?

The filing reports 5000 United Airlines shares in a trust for Kirby’s children and relatives where he is trustee, and 8000 shares in a trust for his children where his brother is trustee. Kirby disclaims beneficial ownership of these trust-held securities as described in the footnotes.

Does this UAL Form 4 show Kirby making an open-market stock purchase or sale?

No, the Form 4 shows an equity award settlement and a tax-withholding share disposition. Shares were acquired via PB RSU settlement and disposed of to satisfy tax obligations, rather than through discretionary open-market buying or selling activity.