CFO of United Airlines (UAL) nets stock from RSU award after tax withholding

Rhea-AI Filing Summary

United Airlines Holdings EVP & CFO Michael D. Leskinen reported equity compensation activity involving company common stock. On February 13, 2026, he acquired 28,337 shares at $0.00 per share through the settlement of performance-based restricted stock units granted in 2023, increasing his direct holdings.

On the same date, 11,220 shares were disposed of at $109.29 per share to cover tax withholding obligations tied to that RSU settlement. After these transactions, he directly held 34,118 shares, and an additional 1,500 shares were held indirectly in an account owned by his mother over which he holds a power of attorney.

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^*

Leskinen Michael D.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial 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)		28,337	A	$0	45,338	D
Common Stock	02/13/2026		F(2)		11,220	D	$109.29	34,118	D
Common Stock								1,500	I	See Footnote(3)

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 an account by the reporting person's mother over which the reporting person holds a power of attorney.

Remarks:

	/s/ James Cotton for Michael D. Leskinen	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).
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 insider transactions did UAL CFO Michael Leskinen report?

Michael Leskinen reported an equity grant settlement and a related tax share withholding. He received 28,337 United Airlines common shares from performance-based RSUs, while 11,220 shares were withheld at $109.29 per share to satisfy associated tax obligations.

How many United Airlines (UAL) shares did the CFO acquire in this filing?

The CFO acquired 28,337 shares of United Airlines common stock. These came from the settlement of performance-based restricted stock units granted in 2023, increasing his direct ownership stake in the company following the award’s vesting and settlement.

Why were 11,220 UAL shares disposed of in Leskinen’s Form 4?

The 11,220 shares were disposed of to cover tax withholding obligations. They were withheld at $109.29 per share in connection with the settlement of the performance-based RSU awards, rather than being sold as a discretionary open-market transaction.

What is Michael Leskinen’s United Airlines share ownership after these transactions?

After the reported transactions, Leskinen directly owns 34,118 United Airlines shares. Additionally, 1,500 shares are held indirectly in an account owned by his mother, over which he holds a power of attorney, reflecting indirect beneficial ownership.

What do the performance-based RSUs mean in the UAL CFO’s Form 4?

The performance-based RSUs are equity awards that convert into shares if performance conditions are met. In this case, RSUs granted in 2023 settled into 28,337 UAL shares, representing part of the CFO’s incentive compensation aligned with company performance.

How are the indirectly held UAL shares attributed to the CFO?

The Form 4 notes 1,500 shares held in an account owned by the CFO’s mother. Because he holds a power of attorney over that account, those shares are reported as indirectly owned by him for beneficial ownership reporting purposes.