Nocella Andrew P 4

What Happened
Andrew P. Nocella, EVP & Chief Commercial Officer of United Airlines Holdings, received 48,509 shares upon settlement of performance-based restricted stock units (PB RSUs) on Feb 13, 2026 (acquired at $0.00). Simultaneously, 20,411 of those shares were withheld/disposed to cover tax-withholding obligations at a per-share value of $109.29, totaling approximately $2,230,718.

Key Details

• Transaction date: 2026-02-13 (reported on Form 4 filed 2026-02-18). Filing is timely given the Presidents’ Day holiday on 2026-02-16.
• Grant/Acquisition (code A): 48,509 shares acquired upon PB RSU settlement; acquisition price reported $0.00 (footnote F1).
• Tax withholding (code F): 20,411 shares disposed/withheld at $109.29/share for approximately $2,230,718 to satisfy tax obligations (footnote F2).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: F1 = PB RSUs from 2023 settled into shares. F2 = withholding of shares to pay tax withholding on the RSU settlement.

Context
This was a settlement of performance-based RSUs (award), not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a common administrative step (a cashless withholding), and does not necessarily indicate a change in the insider’s view of the company.