01—Abstract
Summary
Summary of the 8-K filed February 6, 2026. Cited figures are marked; the original filing is the authoritative source.
On February 6, 2026, United Airlines Holdings, Inc. (formerly known as United Continental Holdings, Inc.) issued $1,000,000,000a principal amount of 4.875% Senior Notes due 2029 in a public offering.
The Notes are guaranteed by its wholly-owned subsidiary United Airlines, Inc. and were issued under a 2013 base indenture as supplemented by a Seventh Supplemental Indenture dated February 6, 2026, with The Bank of New York Mellon Trust Company, N.A. as trustee. The Notes mature March 1, 2029, pay interest semi-annually on March 1 and September 1 beginning September 1, 2026, and were registered under the company's automatic shelf registration statement on Form S-3. The Indenture includes covenants that limit the company's ability to incur liens securing indebtedness for borrowed money or capital leases and to engage in mergers and consolidations or transfer all or substantially all of its assets, subject to specified exceptions.
The Notes may be redeemed before December 1, 2028 at the greater of par or a make-whole amount, and at par on or after that date, in each case plus accrued interest. Upon a Change of Control Triggering Event, holders may require repurchase at 101%b of principal plus accrued interest, unless a third party makes a change of control offer or the company redeems the Notes.
The filing also reports an underwriting agreement dated February 3, 2026 with Barclays Capital Inc. and BofA Securities, Inc. as representatives, and a legal opinion from Hughes Hubbard & Reed LLP that the Notes and Guarantee are binding obligations. The filing does not state the intended use of proceeds.
02—Key points
Key Highlights
- Issued $1.0 billion of 4.875% Senior Notes due March 1, 2029 on February 6, 2026.
- Notes are fully guaranteed by wholly-owned subsidiary United Airlines, Inc.
- Interest is payable semi-annually on March 1 and September 1, starting September 1, 2026.
- Make-whole redemption is available before December 1, 2028; par redemption applies on or after that date.
- Change of Control Triggering Event allows holders to require repurchase at 101% of principal plus accrued interest, subject to exceptions.
- Indenture covenants limit liens securing borrowed money or capital leases and restrict mergers or transfers of substantially all assets.
- Offering was registered under an automatic shelf registration on Form S-3 filed November 20, 2023, with a final prospectus supplement dated February 3, 2026.
03—Questions
Frequently Asked Questions
How much debt did United Airlines Holdings issue and when do the notes mature?
The company issued $1,000,000,000 principal amount of 4.875% Senior Notes on February 6, 2026, maturing March 1, 2029.
Who guarantees the notes?
The notes are guaranteed by United Airlines, Inc., the company's wholly-owned subsidiary.
When can the company redeem the notes early, and at what price?
Before December 1, 2028, the company may redeem the notes at the greater of 100% of principal or a make-whole amount, plus accrued and unpaid interest. On or after December 1, 2028, it may redeem at 100% of principal plus accrued and unpaid interest.
What happens if there is a change of control?
Upon a Change of Control Triggering Event, holders may require the company to repurchase their notes at 101% of principal plus accrued and unpaid interest, unless a third party makes a change of control offer or the company has exercised its redemption right.
What restrictions does the indenture place on the company?
The indenture limits the company's ability to incur liens securing borrowed money or capital leases and to engage in mergers or consolidations or transfer all or substantially all of its assets, subject to a number of exceptions specified in the indenture.
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