{"url_path":"/sec/ual/8-k/2026-02-06/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":"2026-02-06","source_url":"https://www.sec.gov/Archives/edgar/data/100517/0001104659-26-011544-index.html","accession_number":"0001104659-26-011544","cik":"0000100517","ticker":"UAL","issuer_name":"United Airlines Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/100517/0001104659-26-011544-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 6, 2026, United Airlines Holdings, Inc. (formerly\nknown as United Continental Holdings, Inc., “UAL”) issued in a public offering $1,000,000,000 principal amount of its\n4.875% Senior Notes due 2029 (the “Notes”), which are guaranteed (the “Guarantee”) by UAL’s wholly-owned\nsubsidiary United Airlines, Inc. (“United”). The Notes and Guarantee were issued pursuant to an Indenture, dated as of\nMay 7, 2013 (the “Base Indenture”), among UAL, United and The Bank of New York Mellon Trust Company, N.A., as trustee\n(the “Trustee”), as modified and supplemented for purposes of establishing the terms of the Notes by the Seventh Supplemental\nIndenture, dated as of February 6, 2026 (the “Seventh Supplemental Indenture” and, together with the Base Indenture,\nthe “Indenture”), among UAL, United and the Trustee.\n\n \n\nThe Notes will mature on March 1, 2029. The Notes bear interest\nat a rate of 4.875% per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026.\n\n \n\nThe Indenture\ncontains certain covenants that, among other things, limit our ability to incur liens securing indebtedness for borrowed money or capital\nleases and engage in mergers and consolidations or transfer all or substantially all of our assets, in each case subject to a number of\nimportant exceptions as specified in the Indenture. The indebtedness evidenced by the Notes may be accelerated upon the occurrence\nof events of default under the Indenture, which are customary for securities of this nature.\n\n \n\nUAL, at its option, may redeem the Notes\nat any time prior to December 1, 2028 (three months prior to maturity), in whole or in part, at a redemption price equal to the greater\nof (1) 100% of the principal amount of the Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid\ninterest on the principal amount being redeemed to the redemption date. At any time on or after December 1,\n2028 (three months prior to maturity), UAL may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal\namount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to\nthe redemption date. Upon the occurrence of a Change of Control Triggering Event (as defined in the Seventh Supplemental Indenture)\nwith respect to the Notes, unless a third party makes a Change of Control Offer (as defined in the Seventh Supplemental Indenture)\nor UAL has exercised its right to redeem the Notes, each holder of Notes will have the right to require UAL to repurchase all or a portion\nof such holder’s Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the\nrepurchase date.\n\n \n\nThe Seventh 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 Seventh Supplemental Indenture,\nthe Notes 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 “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2023. The material terms of the Notes and the Guarantee are\n\n \n\n \n\n \n\n \n\nmore fully described in the [final Prospectus Supplement, dated February 3, 2026](https://www.sec.gov/Archives/edgar/data/100517/000110465926010912/tm263646-8_424b2.htm), to the Prospectus, dated November 20, 2023, of UAL and United filed with the SEC on February 5, 2026 pursuant to Rule 424(b) under\nthe Securities Act of 1933, as amended, which description is hereby incorporated herein by reference."}