KIRBY J SCOTT 4

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.