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Item 5. Other Information

2024-10-16 compared with 2024-07-18 · 23 added, 21 removed, 36 unchanged (55% of the section changed)

OTHER INFORMATION

(c) During the three months ended June 30, 2024, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company or United informed the Company or United of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

(a) A putative stockholder class action complaint, styled as Colleen Witmer v.

Scott Kirby, et al., C.A.

2024-0375-PAF was filed on April 10, 2024 in the Delaware Court of Chancery (the "Action").

The plaintiff alleged, among other things, that the board of directors of the Company (the "Board") breached its fiduciary duties by adopting Amendment No.

2 to the Company’s Tax Benefits Preservation Plan (the "Plan").

The Company believes that the plaintiff’s claims were not meritorious when filed because the Plan was a reasonable response to the threat that the Company’s net operating loss carryforwards could be permanently limited or lost under Section 1.382-3(a)(1) of the Treasury Regulations.

On May 8, 2024, the parties stipulated to dismissal, which the court so ordered, based on their agreement that the Board would approve and disclose an amendment to the Plan.

On April 23, 2024, the Company filed a Current Report on Form 8-K disclosing Amendment No.

3 to the Plan, which revised the definitions of "Beneficial Owner," "Beneficially Own" and "Beneficial Ownership" under the Plan (and made other conforming changes).

The Company disputes that these changes caused any benefit to the Company or its stockholders.

On May 8, 2024, the court dismissed the action as moot and retained jurisdiction solely for the purpose of deciding any application by the plaintiff's counsel for an award of attorneys' fees and expenses.

To avoid the cost, burden, and uncertainty inherent in litigation, the Company has agreed to pay $600,000 in fees and expenses to the plaintiff's counsel.

On October 14, 2024, the court entered a stipulation and order providing that the Action will be dismissed with prejudice and the case will be closed, subject to the Company filing an affidavit with the court confirming that this notice has been disclosed in this Quarterly Report on Form 10-Q.

In entering the order, the court was not asked to review, and did not pass judgment on, the amount or reasonableness of the attorneys' fees and expenses.

The plaintiff's counsel is Christoper J.

Orrico of Bernstein Litowitz Berger & Grossmann LLP, (212) 544-1400, and the Company's counsel is Rudolf Koch of Richards, Layton & Finger, P.A., (302) 651-7700.

(c) During the three months ended September 30, 2024, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company or United informed the Company or United of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

EXHIBIT INDEX

Registrant Exhibit

4.1 UAL Amendment No.

3 to Tax Benefits Preservation Plan, dated as of April 22, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent (filed as Exhibit 4.4 to UAL's Form 8-A/A filed on April 23, 2024 and incorporated herein by reference)

†10.1 UAL Second Amendment to the United Airlines Holdings, Inc.

Amended and Restated 2021 Incentive Compensation Plan.

(filed as Exhibit 10.1 to UAL's Form 8-K filed on May 29, 2024 and incorporated herein by reference)

^10.1 UAL

United Letter Agreement No.

2401454, dated as of April 14, 2024, between The Boeing Company and United Airlines, Inc.

(related to Purchase Agreement Nos.

03776 and 04761)

^10.3 UAL

United Letter Agreement No.

2401633, dated as of April 14, 2024, between The Boeing Company and United Airlines, Inc.

(related to Purchase Agreement Nos.

03776 and 04761)

United Increase Joinder to the Amended and Restated Revolving Credit and Guaranty Agreement, dated as of April 16, 2024, among United Airlines, Inc., United Airlines Holdings, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust, National Association, as collateral trustee

United Amendment No.

6 to the A320 Family Purchase Agreement, dated as of July 16, 2024, between Airbus S.A.S.

and United Airlines, Inc.

31.1 UAL Certification of the Principal Executive Officer of United Airlines Holdings, Inc.

16 unchanged sentences

1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

United The following financial statements from the combined Quarterly Report of UAL and United on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL:

United The following financial statements from the combined Quarterly Report of UAL and United on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL:

(i) Statements of Consolidated Operations, (ii) Statements of Consolidated Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Condensed Statements of Consolidated Cash Flows, (v) Statements of Consolidated Stockholders' Equity and (vi) Combined Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

United Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

† Indicates management contract or compensatory plan or arrangement.

Pursuant to Item 601(b)(10), United is permitted to omit certain compensation-related exhibits from this report and therefore only UAL is identified as the registrant for purposes of those items.

Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K

1 unchanged sentence

United Airlines Holdings, Inc.

July 18, 2024 By:

October 16, 2024 By:

/s/ Brigitte Bokemeier

3 unchanged sentences

United Airlines, Inc.