Nocella Andrew P 4

What Happened

• Andrew P. Nocella, EVP & Chief Commercial Officer of United Airlines (UAL), had performance-based restricted stock units (PB RSUs) settle on July 25, 2026, resulting in the acquisition of 21,404 shares (award recorded as $0). To cover tax withholding, 9,594 of those shares were withheld on 7/25 at an implied value of $118.27 per share (withheld value ≈ $1,134,682). He then sold 4,200 shares in an open-market transaction on July 28, 2026 at $120.48 per share for proceeds of $506,016. This sequence is an award/settlement with routine withholding and a subsequent partial sale for liquidity — not a straight purchase.

Key Details

• Transactions and amounts:
  • 2026-07-25 — Award/Acquisition (A): 21,404 shares @ $0.00 (settlement of PB RSUs).
  • 2026-07-25 — Tax withholding (F): 9,594 shares withheld @ $118.27 = $1,134,682 (to satisfy tax obligations).
  • 2026-07-28 — Open-market sale (S): 4,200 shares @ $120.48 = $506,016 (sold).
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Footnotes: F1 = settlement of PB RSUs granted in 2024; F2 = withholding of shares to pay tax withholding obligations on the PB RSU settlement.
• Timeliness: Filing dated 2026-07-28 reporting the 7/25 settlement/withholding and the 7/28 sale. No late-filing flag is indicated in the provided excerpt.

Context

• These transactions reflect the settlement of performance-based RSUs, withholding of shares to cover taxes, and a subsequent open-market sale of some shares — a common pattern when equity awards vest. The withholding (code F) effectively is a tax payment, and the sale (code S) appears to be routine liquidity rather than an independent buy/sell signal.