SEC Form FWP filed by United Airlines Holdings Inc.
Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration Nos. 333-275664 and 333-275664-01
PRICING SUPPLEMENT
February 3, 2026
United Airlines Holdings, Inc.
$1,000,000,000 4.875% Senior Notes due 2029
Pricing Supplement dated February 3, 2026 to the Preliminary Prospectus Supplement dated February 3, 2026 of United Airlines Holdings, Inc. (“UAL”) (the “Preliminary Prospectus Supplement”).
This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement.
| Issuer: | United Airlines Holdings, Inc. |
| Guarantor: | United Airlines, Inc. |
| Aggregate Principal Amount: | $1,000,000,000 |
| Title of Securities: | 4.875% Senior Notes due 2029 |
| Distribution: | SEC registered |
| Maturity: | March 1, 2029 |
| Coupon: | 4.875% |
| Public Offering Price: | 100% |
| Yield to Maturity: | 4.875% |
| Spread to Benchmark Treasury: | 120 basis points |
| Benchmark Treasury: | UST 4.25% due February 28, 2029 |
| Ratings*: | Moody’s: Ba2/ S&P: BB+/ Fitch BB+ |
| Underwriting Discounts and Commissions: | $7,500,000 |
| Proceeds, Before Expenses, to UAL: | $992,500,000 |
| Interest Payment Dates: | March 1 and September 1, commencing September 1, 2026 |
| Optional Redemption: |
At any time, prior to December 1, 2028 (three months prior to maturity), the notes will be redeemable at the Issuer’s option, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) a make-whole amount, if any, plus, in either case, accrued and unpaid interest to the redemption date. On or after December 1, 2028 (three months prior to maturity), the notes will be redeemable at the Issuer’s option, in whole or in part, at a redemption price of 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon to the redemption date. |
| Underwriters: | Principal Amount of Notes |
| Barclays Capital Inc.* | $333,333,000 |
| BofA Securities, Inc.* | $333,333,000 |
| BNP Paribas Securities Corp. | $25,641,000 |
| Citigroup Global Markets Inc. | $25,641,000 |
| Credit Agricole Securities (USA) Inc. | $25,641,000 |
| Deutsche Bank Securities Inc. | $25,641,000 |
| Goldman Sachs & Co. LLC | $25,641,000 |
| J.P. Morgan Securities LLC | $25,641,000 |
| Mizuho Securities USA LLC | $25,641,000 |
| Morgan Stanley & Co. LLC | $25,641,000 |
| MUFG Securities Americas Inc. | $25,641,000 |
| Natixis Securities Americas LLC | $25,641,000 |
| NatWest Markets Securities Inc. | $25,641,000 |
| SMBC Nikko Securities America, Inc. | $25,641,000 |
| Loop Capital Markets LLC | $12,822,000 |
| ING Financial Markets LLC | $6,410,000 |
| Raymond James & Associates, Inc. | $6,410,000 |
| * Will act as Representative for the Underwriters and appropriate changes will be made to the Underwriting section of the Prospectus Supplement. | |
| Trade Date: | February 3, 2026 |
| Settlement Date†: | February 6, 2026 (T+3) |
| CUSIP: | 910047 AM1 |
| ISIN: | US910047AM17 |
| Denominations: | $2,000 x $1,000 |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
†Note: It is expected that delivery of the Notes will be made against payment therefor on or about February 6, 2026, which will be the third business day following the date hereof (this settlement cycle being referred to as T+3). Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the initial T+3 settlement may be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to specify an alternate settlement cycle at the time of any trade to prevent a failed settlement, and such purchasers should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays toll-free at +1 (888) 603-5847.
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