{"url_path":"/sec/ual/8-k/2026-02-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-02","source_url":"https://www.sec.gov/Archives/edgar/data/100517/0001104659-26-009237-index.html","accession_number":"0001104659-26-009237","cik":"0000100517","ticker":"UAL","issuer_name":"United Airlines Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/100517/0001104659-26-009237-index.html","primary_entity_key":"0000100517","primary_entity_name":"United Airlines Holdings, Inc."},"word_count":635,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn February 2, 2026, United Airlines Holdings, Inc. (formerly known\nas United Continental Holdings, Inc., “UAL”) issued in a public offering $1,000,000,000 principal amount of its 5.375% Senior\nNotes due 2031 (the “Notes”), which are guaranteed (the “Guarantee”) by UAL’s wholly-owned subsidiary United\nAirlines, Inc. (“United”). The Notes and Guarantee were issued pursuant to an Indenture, dated as of May 7, 2013 (the “Base\nIndenture”), among UAL, United and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as modified\nand supplemented for purposes of establishing the terms of the Notes by the Sixth Supplemental Indenture, dated as of February 2, 2026\n(the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among UAL, United\nand the Trustee.\n\n \n\nThe Notes will mature on March 1, 2031. The Notes bear interest at\na rate of 5.375% per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026.\n\n \n\nThe\nIndenture contains certain covenants that, among other things, limit our ability to incur liens securing indebtedness for borrowed money\nor capital leases and engage in mergers and consolidations or transfer all or substantially all of our assets, in each case subject to\na number of important exceptions as specified in the Indenture. The indebtedness evidenced by the Notes may be accelerated upon\nthe occurrence of events of default under the Indenture, which are customary for securities of this nature.\n\n \n\nUAL,\nat its option, may redeem the Notes at any time prior to September 1, 2030 (six months prior to maturity), in whole or in part, at a redemption\nprice equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) a make-whole amount, if any, plus accrued\nand unpaid interest on the principal amount being redeemed to the redemption date. At any time on\nor after September 1, 2030 (six months prior to maturity), UAL may redeem the Notes, in whole or in part, at a redemption price equal\nto 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed\nto the redemption date. Upon the occurrence of a Change of Control Triggering Event (as defined in the Sixth\nSupplemental Indenture) with respect to the Notes, unless a third party makes a Change of Control Offer (as\ndefined in the Sixth Supplemental Indenture) or UAL has exercised its right to redeem the Notes, each\nholder of Notes will have the right to require UAL to repurchase all or a portion of such holder’s Notes at a price equal to 101%\nof the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.\n\n \n\nThe Sixth Supplemental Indenture is filed herewith as Exhibit 4.2,\nand is incorporated by reference herein. The form of the Notes and the form of the Notation of Note Guarantee are filed herewith as Exhibits\n4.3 and 4.4, respectively, and are incorporated by reference herein. The foregoing descriptions of the Sixth Supplemental Indenture, the\nNotes and the Guarantee are qualified in their entirety by reference to such exhibits.\n\n \n\nThe issuance of the Notes and the Guarantee were registered pursuant\nto UAL’s and United’s automatic shelf registration statement on Form S-3 (Registration Nos. 333-275664 and 333-275664-1) (the\n“Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2023.\nThe material terms of the Notes and the Guarantee are more fully described in the final Prospectus Supplement, dated January 26, 2026,\nto the Prospectus, dated November 20, 2023, of UAL and United filed with the SEC on January 28, 2026 pursuant to Rule 424(b) under the\nSecurities Act of 1933, as amended, which description is hereby incorporated herein by reference."}