United Airlines (UAL) EVP Nocella logs stock award and tax share withholding

Rhea-AI Filing Summary

United Airlines Holdings, Inc. executive Andrew P. Nocella, EVP & Chief Commercial Officer, reported equity compensation activity in company common stock. He acquired 48,509 shares on February 13, 2026 through settlement of performance-based restricted stock units originally granted in 2023.

On the same date, 20,411 shares were disposed of at $109.29 per share to cover tax withholding obligations related to this settlement. After these transactions, his directly owned common stock holdings totaled 205,184 shares.

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^*

Nocella Andrew P

(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 Commercial 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)		48,509	A	$0	225,595	D
Common Stock	02/13/2026		F(2)		20,411	D	$109.29	205,184	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)
				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.

Remarks:

	/s/ James Cotton for Andrew P. Nocella	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.
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FAQ

What insider transactions did UAL executive Andrew Nocella report?

Andrew P. Nocella reported receiving a stock award and a related tax share withholding. He acquired 48,509 United Airlines common shares from settling 2023 performance-based RSUs, and 20,411 shares were withheld and disposed of to satisfy tax obligations at $109.29 per share.

How many United Airlines (UAL) shares did Andrew Nocella receive from performance-based RSUs?

Andrew P. Nocella acquired 48,509 UAL common shares when performance-based restricted stock units granted in 2023 settled. This non-cash equity award increased his direct ownership before a separate share withholding transaction to cover associated tax obligations on the award.

What was the purpose of the 20,411 UAL shares disposed of by Andrew Nocella?

The 20,411 UAL common shares were withheld and disposed of to pay tax withholding obligations. These obligations arose from the settlement of performance-based restricted stock unit awards that delivered 48,509 shares of United Airlines common stock to Andrew P. Nocella.

At what price were the 20,411 United Airlines shares withheld for taxes?

The 20,411 United Airlines common shares used for tax withholding were priced at $109.29 per share. This disposition covered tax obligations tied to settling performance-based restricted stock units issued to executive Andrew P. Nocella in 2023.

What is Andrew Nocella’s direct United Airlines (UAL) share ownership after these transactions?

Following the grant and tax withholding disposition, Andrew P. Nocella directly owns 205,184 shares of United Airlines common stock. This figure reflects both the 48,509-share performance-based RSU settlement and the 20,411 shares withheld to satisfy related tax liabilities.

What role does Andrew P. Nocella hold at United Airlines Holdings (UAL)?

Andrew P. Nocella serves as Executive Vice President & Chief Commercial Officer at United Airlines Holdings, Inc. His recently reported stock award and related tax withholding transactions involve UAL common stock held directly in connection with his executive position.