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

Rhea-AI Filing Summary

United Airlines Holdings CEO Scott Kirby reported multiple equity compensation events tied to restricted stock units (RSUs) on February 28, 2026. RSUs totaling 49,561, 50,560 and 29,314 units vested and settled into an equal number of UAL common shares at no cash exercise price.

To cover tax obligations from these RSU vestings, 50,933 shares of common stock were withheld at $106.30 per share, reducing his direct holdings. After these transactions, Kirby directly held 847,232 shares of UAL common stock. Additional 5,000 and 8,000 shares are held in family trusts, for which he disclaims beneficial ownership beyond any pecuniary interest.

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)
02/28/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2026		M(1)(2)		49,561	A	$0	818,291	D
Common Stock	02/28/2026		M(1)(3)		50,560	A	$0	868,851	D
Common Stock	02/28/2026		M(1)(4)		29,314	A	$0	898,165	D
Common Stock	02/28/2026		F(5)		50,933	D	$106.3	847,232	D
Common Stock								5,000	I	See Footnote(6)
Common Stock								8,000	I	See Footnote(7)

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
Restricted Stock Units	(8)	02/28/2026		M(1)			49,561	(2)	(2)	Common Stock	49,561	$0	0	D
Restricted Stock Units	(8)	02/28/2026		M(1)			50,560	(3)	(3)	Common Stock	50,560	$0	50,561	D
Restricted Stock Units	(8)	02/28/2026		M(1)			29,314	(4)	(4)	Common Stock	29,314	$0	58,629	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. 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.

7. 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.

8. 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 J. Scott Kirby	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).
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FAQ

What did United Airlines (UAL) CEO Scott Kirby report in this Form 4?

Scott Kirby reported RSU vesting and related share withholding on February 28, 2026. Several batches of restricted stock units converted into UAL common stock, and a portion of shares was withheld to satisfy tax obligations associated with those equity awards.

How many United Airlines RSUs vested for Scott Kirby on February 28, 2026?

On February 28, 2026, three RSU tranches vested for Scott Kirby, covering 49,561, 50,560 and 29,314 restricted stock units. Each RSU represented the economic equivalent of one UAL common share and was settled in UAL common stock upon vesting.

What shares were withheld for Scott Kirby’s tax obligations and at what price?

To pay tax withholding obligations from the RSU vestings, 50,933 UAL common shares were withheld. These shares were valued at a price of $106.30 per share, reflecting a tax-withholding disposition rather than an open-market sale or discretionary trading transaction.

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

Following the RSU settlements and tax-share withholding, Scott Kirby directly holds 847,232 UAL common shares. This figure reflects his updated direct ownership after RSUs converted into common stock and a portion of shares was used to satisfy associated tax obligations.

What indirect United Airlines share holdings are reported for Scott Kirby?

The filing lists 5,000 and 8,000 UAL shares held in separate trusts benefiting Mr. Kirby’s children and relatives. He serves as trustee for one trust and disclaims beneficial ownership of these securities except for any pecuniary interest described in the footnotes.

How are Scott Kirby’s RSU awards structured and when do they vest?

Footnotes explain certain RSUs were granted on April 4, 2023, February 29, 2024, and February 28, 2025. These awards vest in one-third annual installments on specified February 28 dates in 2024, 2025, 2026, 2027 and 2028, settling in UAL common stock.