United Airlines Holdings, Inc.·4

Feb 18, 6:35 PM ET

KIRBY J SCOTT 4

4 · United Airlines Holdings, Inc. · Filed Feb 18, 2026

Research Summary

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United Airlines (UAL) CEO Kirby Scott Receives Award; Withholds Shares for Taxes

What Happened Kirby J. Scott, CEO of United Airlines Holdings (UAL), had 199,235 shares of UAL common stock issued on 2026-02-13 upon settlement of performance-based restricted stock units (PB RSUs) granted in 2023. Simultaneously, 77,040 shares were withheld to satisfy tax withholding obligations at a reported price of $109.29 per share, totaling approximately $8,419,702. The award is an acquisition (settlement of PB RSUs); the withheld shares represent a tax payment (F).

Key Details

  • Transaction date: 2026-02-13; Form 4 filed: 2026-02-18 (filed 5 days after the transaction).
  • Award/acquisition: 199,235 shares issued upon PB‑RSU settlement (no cash paid).
  • Tax withholding/disposition: 77,040 shares withheld at $109.29/share = $8,419,702.
  • Shares owned after transaction: not specified in the Form 4 filing.
  • Relevant footnotes: F1 = settlement of PB RSUs from 2023; F2 = withholding to pay taxes; F3–F4 = certain shares reported are held in trusts for family members and Scott disclaims beneficial ownership except to extent of pecuniary interest.

Context This was a settlement of performance‑based restricted stock units (an award), not an open‑market sale. The partial disposition (77,040 shares) was a routine tax withholding to satisfy payroll/tax obligations tied to the award, not a market sale for investment reasons. The Form 4 was filed five days after the reported transaction date, which appears later than the typical 2‑business‑day filing requirement under Section 16.

Insider Transaction Report

Form 4
Period: 2026-02-13
KIRBY J SCOTT
DirectorChief Executive Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-13+199,235845,770 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-13$109.29/sh77,040$8,419,702768,730 total
Holdings
  • Common Stock

    [F3]
    (indirect: See Footnote)
    5,000
  • Common Stock

    [F4]
    (indirect: See Footnote)
    8,000
Footnotes (4)
  • [F1]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
Signature
/s/ James Cotton for J. Scott Kirby|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771457745.xmlPrimary

    FORM 4