Nocella Andrew P 4

4 · United Airlines Holdings, Inc. · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

United Airlines (UAL) EVP Andrew Nocella Receives RSUs, Withholds Shares

What Happened

Andrew P. Nocella, EVP & Chief Commercial Officer of United Airlines (UAL), had restricted stock units (RSUs) vest on February 28, 2026. A total of 31,098 shares were settled into common stock (three RSU installments of 12,067; 11,849; and 7,182 shares). The RSUs have $0.00 exercise price (they convert to shares upon vesting).
To satisfy tax withholding obligations, the company withheld 13,937 shares (reported as a “Disposition” under code F) at $106.30 per share, totaling $1,481,503. Net shares retained by Nocella from this vesting event were 17,161 (31,098 vested minus 13,937 withheld). The vested shares were worth roughly $3.31M at $106.30/share.

Key Details

Transaction date (vesting/settlement): 2026-02-28; Form 4 filed: 2026-03-03.
Vesting/settlement amounts: 12,067; 11,849; and 7,182 RSUs (total 31,098 shares).
Tax withholding: 13,937 shares withheld at $106.30 = $1,481,503.
Price reported for the derivative conversions: $0.00 per share (RSUs convert to shares on vesting).
Shares owned after transaction: not specified in the provided filing data.
Footnotes: RSUs were granted on 4/4/2023, 2/29/2024 and 2/28/2025 and vest in one-third installments (the 2/28/2026 installment vested); withholding represents shares used to satisfy tax obligations.
Filing timeliness: Form filed 2026-03-03 for a 2026-02-28 report date; no late-filing indicator was provided in the data you supplied.

Context

These were RSU vesting and settlement transactions (code M for conversion/exercise of the derivative RSU and code F for tax withholding). No open-market sale by the insider (other than shares withheld for taxes) was reported.
RSU settlements and company withholding for taxes are routine compensation events and do not necessarily signal a personal buy or sell decision.

Form 4

Period: 2026-02-28

EVP & Chief Commercial Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-28+12,067→ 217,251 total
Exercise/Conversion
Common Stock
[F1][F3]
2026-02-28+11,849→ 229,100 total
Exercise/Conversion
Common Stock
[F1][F4]
2026-02-28+7,182→ 236,282 total
Tax Payment
Common Stock
[F5]
2026-02-28$106.30/sh−13,937$1,481,503→ 222,345 total
Exercise/Conversion
Restricted Stock Units
[F6][F1][F2]
2026-02-28−12,067→ 0 total
→ Common Stock (12,067 underlying)
Exercise/Conversion
Restricted Stock Units
[F6][F1][F3]
2026-02-28−11,849→ 11,849 total
→ Common Stock (11,849 underlying)
Exercise/Conversion
Restricted Stock Units
[F6][F1][F4]
2026-02-28−7,182→ 14,364 total
→ Common Stock (7,182 underlying)

Footnotes (6)

[F1]Represents the settlement upon vesting of restricted stock units ("RSUs") into UAL common stock.
[F2]The RSUs were granted on April 4, 2023 and vest in one-third (1/3) substantially equal annual installments on February 28, 2024, February 28, 2025 and February 28, 2026.
[F3]The RSUs were granted on February 29, 2024 and vest in one-third (1/3) substantially equal annual installments on February 28, 2025, February 28, 2026 and February 28, 2027.
[F4]The RSUs were granted on February 28, 2025 and vest in one-third (1/3) substantially equal annual installments on February 28, 2026, February 28, 2027 and February 28, 2028.
[F5]This transaction represents the withholding of shares to pay tax withholding obligations associated with the vesting of the RSU awards referenced in footnotes 2 - 4, above.
[F6]Each RSU represents the economic equivalent of one share of UAL common stock and shall be settled in shares of UAL common stock upon vesting.

Signature

/s/ James Cotton for Andrew P. Nocella|2026-03-03

1 file