What changed in this filing

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Item 1. Financial Statements

2026-04-22 compared with 2025-10-16 · 99 added, 177 removed, 401 unchanged (41% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating revenue:

32 unchanged sentences

(In millions)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 699 $ 387

8 unchanged sentences

(In millions, except shares)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 7,869 $ 5,942

32 unchanged sentences

authorized 1,000,000,000 shares;

outstanding 323,743,462 and 327,899,771 shares at September 30, 2025 and December 31, 2024, respectively

outstanding 324,603,702 and 323,470,682 shares at March 31, 2026 and December 31, 2025, respectively

Additional capital invested 8,843 8,911

8 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities:

13 unchanged sentences

Net cash used in financing activities ( 976 ) ( 1,457 )

Net increase (decrease) in cash, cash equivalents and restricted cash ( 2,075 ) 2,694

Net increase in cash, cash equivalents and restricted cash 1,929 791

Cash, cash equivalents and restricted cash at beginning of the period 6,081 8,946

18 unchanged sentences

Shares Amount

Balance at June 30, 2025 323.8 $ 4 $ 8,855 $ ( 3,737 ) $ 8,110 $ 142 $ 13,373

Net income — — — — 949 — 949

Other comprehensive loss — — — — — ( 19 ) ( 19 )

Stock-settled share-based compensation — — 38 — — — 38

Repurchases of common stock ( 0.3 ) — — ( 19 ) — — ( 19 )

Stock issued for share-based awards, net of shares withheld for tax 0.2 — ( 15 ) 12 ( 10 ) — ( 13 )

Balance at September 30, 2025 323.7 $ 4 $ 8,878 $ ( 3,745 ) $ 9,049 $ 123 $ 14,309

Balance at December 31, 2025 323.5 $ 4 $ 8,911 $ ( 3,773 ) $ 10,092 $ 48 $ 15,282

3 unchanged sentences

Repurchases of common stock ( 0.3 ) — — ( 27 ) — — ( 27 )

Share issued for settlement of warrants 1.8 — ( 99 ) 133 ( 34 ) — —

Stock issued for share-based awards, net of shares withheld for tax 1.4 — ( 104 ) 76 ( 60 ) — ( 88 )

Balance at September 30, 2025 323.7 $ 4 $ 8,878 $ ( 3,745 ) $ 9,049 $ 123 $ 14,309

Balance at June 30, 2024 328.8 $ 4 $ 9,001 $ ( 3,368 ) $ 4,986 $ ( 97 ) $ 10,526

Net income — — — — 965 — 965

Other comprehensive loss — — — — — ( 12 ) ( 12 )

Stock-settled share-based compensation — — 41 — — — 41

Repurchases of common stock ( 2.0 ) — — ( 82 ) — — ( 82 )

Share issued for settlement of warrants 2.0 — ( 96 ) 150 ( 54 ) — —

Stock issued for share-based awards, net of shares withheld for tax — — ( 1 ) 1 ( 1 ) — ( 1 )

Balance at September 30, 2024 328.8 $ 4 $ 8,945 $ ( 3,299 ) $ 5,896 $ ( 109 ) $ 11,437

Balance at March 31, 2026 324.6 $ 4 $ 8,843 $ ( 3,724 ) $ 10,730 $ 23 $ 15,876

Balance at December 31, 2024 327.9 $ 4 $ 8,980 $ ( 3,377 ) $ 6,880 $ 188 $ 12,675

5 unchanged sentences

Stock issued for share-based awards, net of shares withheld for tax 1.6 — ( 96 ) 98 ( 96 ) — ( 94 )

Balance at September 30, 2024 328.8 $ 4 $ 8,945 $ ( 3,299 ) $ 5,896 $ ( 109 ) $ 11,437

Balance at March 31, 2025 327.5 $ 4 $ 8,813 $ ( 3,502 ) $ 7,137 $ 164 $ 12,616

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

2 unchanged sentences

(In millions)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating revenue:

30 unchanged sentences

(In millions)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 699 $ 388

8 unchanged sentences

(In millions, except shares)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 7,869 $ 5,942

31 unchanged sentences

authorized 1,000 shares;

issued and outstanding 1,000 shares at both September 30, 2025 and December 31, 2024

issued and outstanding 1,000 shares at both March 31, 2026 and December 31, 2025

Additional capital invested 794 760

8 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities:

12 unchanged sentences

Net cash used in financing activities ( 860 ) ( 1,014 )

Net increase (decrease) in cash, cash equivalents and restricted cash ( 2,075 ) 2,694

Net increase in cash, cash equivalents and restricted cash 1,929 791

Cash, cash equivalents and restricted cash at beginning of the period 6,081 8,946

16 unchanged sentences

Other Comprehensive Income (Loss) (Receivable from) Payable to Related Parties, Net Total

Balance at June 30, 2025 $ 688 $ 10,848 $ 142 $ 1,667 $ 13,347

Net income — 949 — — 949

Other comprehensive loss — — ( 19 ) — ( 19 )

Stock-settled share-based compensation 38 — — — 38

Impact of UAL share repurchase — — — ( 20 ) ( 20 )

Other — — — ( 14 ) ( 13 )

Balance at September 30, 2025 $ 727 $ 11,798 $ 123 $ 1,633 $ 14,281

Balance at December 31, 2025 $ 760 $ 12,842 $ 48 $ 1,604 $ 15,254

4 unchanged sentences

Other ( 1 ) — — ( 89 ) ( 90 )

Balance at September 30, 2025 $ 727 $ 11,798 $ 123 $ 1,633 $ 14,281

Balance at June 30, 2024 $ 538 $ 7,536 $ ( 97 ) $ 2,518 $ 10,495

Net income — 965 — — 965

Other comprehensive loss — — ( 12 ) — ( 12 )

Stock-settled share-based compensation 41 — — — 41

Impact of UAL share repurchase — — — ( 82 ) ( 82 )

Other — — — ( 1 ) ( 1 )

Balance at September 30, 2024 $ 579 $ 8,501 $ ( 109 ) $ 2,435 $ 11,406

Balance at March 31, 2026 $ 794 $ 13,541 $ 23 $ 1,489 $ 15,848

Balance at December 31, 2024 $ 617 $ 9,487 $ 188 $ 2,352 $ 12,644

4 unchanged sentences

Other — — — ( 94 ) ( 94 )

Balance at September 30, 2024 $ 579 $ 8,501 $ ( 109 ) $ 2,435 $ 11,406

Balance at March 31, 2025 $ 645 $ 9,875 $ 164 $ 1,909 $ 12,593

The accompanying Combined Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

6 unchanged sentences

(together with its consolidated subsidiaries, "United").

This Quarterly Report on Form 10-Q is a combined report of UAL and United, including their respective consolidated financial statements.

As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted.

1 unchanged sentence

When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures, and any significant differences between the operations and results of UAL and United are separately disclosed and explained.

The UAL and United unaudited condensed consolidated financial statements shown here have been prepared as required by the U.S.

The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Some information and footnote disclosures normally included in financial statements have been condensed or omitted as permitted by the U.S.

Securities and Exchange Commission (the "SEC").

Some information and footnote disclosures normally included in financial statements that comply with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted as permitted by the SEC.

The UAL and United financial statements should be read in conjunction with the information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Form 10-K").

The financial statements include all adjustments, including normal recurring adjustments and other adjustments, which are considered necessary for a fair presentation of the Company's financial position and results of operations for the interim periods presented.

The UAL and United financial statements should be read together with the information included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K").

The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities' operations.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the current period presentation.

The Company's quarterly financial data is subject to seasonal fluctuations, and its second and third quarter financial results have historically reflected higher travel demand than its first and fourth quarter financial results.

Due to these fluctuations, quarterly financial results are not necessarily indicative of financial results for the entire year.

Change in Presentation.

In the first quarter of 2025, the Company changed its rounding presentation to the nearest whole number in millions of reported amounts, except per share data or as otherwise designated.

As such, certain columns and rows within the financial statements and tables presented may not sum due to rounding.

The Company consolidates variable interest entities when it determines that it is the primary beneficiary of those entities' operations.

All material intercompany accounts and transactions have been eliminated in consolidation.

Certain columns and rows within the financial statements and tables presented may not sum due to rounding.

Per unit amounts have been calculated from the underlying whole-dollar amounts.

This change is not material and does not impact the comparability of our condensed consolidated financial statements.

The Company manages its operations as one segment.

5 unchanged sentences

The table below presents the Company's operating revenue by principal geographic region (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Domestic (U.S.

5 unchanged sentences

Advance ticket sales.

In the nine months ended September 30, 2025 and 2024, the Company recognized approximately $ 5.8 billion and $ 5.2 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

In the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 4.6 billion and $ 4.3 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.

Ancillary services.

The Company recorded approximately $ 1.3 billion and $ 3.5 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2025, respectively.

The Company recorded approximately $ 1.1 billion and $ 3.3 billion of ancillary fees within passenger revenue in the three and nine months ended September 30, 2024, respectively.

The Company recognized approximately $ 1.2 billion and $ 1.0 billion of ancillary fees within passenger revenue in the three months ended March 31, 2026 and 2025, respectively.

Frequent flyer deferred revenue.

The table below presents a roll forward of Frequent flyer deferred revenue (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Beginning Balance $ 7,777 $ 7,441

3 unchanged sentences

Ending Balance $ 7,934 $ 7,591

In the three and nine months ended September 30, 2025, the Company recognized, in Other operating revenue, $ 0.8 billion and $ 2.4 billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our JPMorgan Chase Bank, N.A.

MileagePlus co-brand agreement.

In the three and nine months ended September 30, 2024, the Company recognized, in Other operating revenue, $ 0.7 billion and $ 2.2 billion, respectively, related to those agreements.

In the three months ended March 31, 2026 and 2025, the Company recognized, in Other operating revenue, $ 870 million and $ 774 million, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our MileagePlus co-brand agreement with JPMorgan Chase Bank, N.A.

The portion related to the MileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an increase to Frequent flyer deferred revenue.

1 unchanged sentence

The following table shows the computation of UAL's basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of UAL's potential common stock (in millions, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Earnings available to common stockholders $ 699 $ 387

Basic weighted-average shares outstanding 323.9 327.7

Dilutive effect of stock Warrants (a) — 0.9 0.4 1.8

Dilutive effect of stock Warrants — 1.2

Dilutive effect of employee stock awards 2.9 4.1

2 unchanged sentences

Earnings per share, diluted $ 2.14 $ 1.16

Potentially dilutive securities (b)

Stock Warrants (a) — 1.5 — 1.5

Employee stock awards 0.4 0.7 0.3 0.5

(a) See discussion below for more information about these Warrants.

(b) Weighted-average potentially dilutive securities outstanding are excluded from the computation of diluted earnings per share because the securities would have an antidilutive effect.

Anti-dilutive stock-based awards that were excluded from the calculations of diluted earnings per share were immaterial during the periods presented.

In 2020 and 2021, the Company issued to the United States Department of the Treasury (the "U.S.

Treasury") warrants (the "Warrants") to purchase 9,928,349 shares of UAL common stock in connection with the Payroll Support Program established under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the Payroll Support Program Extension established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021, the Payroll Support Program 3 established under Title VII, Subtitle C of the American Rescue Plan Act of 2021, and the Airline Loan Program established under Division A, Title IV, Subtitle A of the CARES Act.

In August 2024, the holder of the Warrants exercised 6,414,635 of the Warrants in a net share settlement for 2,043,906 shares of UAL common stock.

In 2024, the holder of the Warrants exercised 6,414,635 of the Warrants in a net share settlement for 2,043,906 shares of UAL common stock.

In March 2025, the remaining 3,513,714 Warrants were exercised in a net share settlement for 1,801,430 shares of UAL common stock.

In the three and nine months ended September 30, 2025, the Company repurchased, through open market purchases, approximately 0.2 million and 7.8 million shares, respectively, of UAL common stock for a total of approximately $ 19 million and $ 612 million, respectively, as part of its share repurchase program.

As of October 9, 2025, the dollar value of shares that may yet be purchased under the program is approximately $ 0.8 billion.

In the three months ended March 31, 2026 and 2025, the Company repurchased, through open market purchases, approximately 0.3 million and 4.0 million shares, respectively, of UAL common stock for a total of approximately $ 27 million and $ 356 million, respectively, as part of its share repurchase program.

As of March 31, 2026, the dollar value of shares that may yet be purchased under the program was approximately $ 755 million.

NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

1 unchanged sentence

Pension and Other Postretirement Liabilities Investments and Other Deferred Taxes (a) Total

Balance at June 30, 2025 $ 544 $ 4 $ ( 406 ) $ 142

Changes in value 1 6 ( 2 ) 5

Amounts reclassified to earnings ( 31 ) (b) — 7 ( 24 )

Balance at September 30, 2025 $ 514 $ 10 $ ( 401 ) $ 123

Balance at December 31, 2025 $ 417 $ 10 $ ( 379 ) $ 48

1 unchanged sentence

Amounts reclassified to earnings ( 18 ) (b) ( 2 ) 4 ( 16 )

Balance at September 30, 2025 $ 514 $ 10 $ ( 401 ) $ 123

Balance at June 30, 2024 $ 245 $ ( 5 ) $ ( 337 ) $ ( 97 )

Changes in value ( 5 ) 15 ( 2 ) 8

Amounts reclassified to earnings ( 25 ) (b) — 5 ( 20 )

Balance at September 30, 2024 $ 215 $ 10 $ ( 334 ) $ ( 109 )

Balance at March 31, 2026 $ 399 $ ( 4 ) $ ( 372 ) $ 23

Balance at December 31, 2024 $ 607 $ — $ ( 419 ) $ 188

1 unchanged sentence

Amounts reclassified to earnings ( 31 ) (b) ( 1 ) 7 ( 25 )

Balance at September 30, 2024 $ 215 $ 10 $ ( 334 ) $ ( 109 )

Balance at March 31, 2025 $ 574 $ 3 $ ( 412 ) $ 164

(a) Includes approximately $ 285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished.

4 unchanged sentences

NOTE 5 - INCOME TAXES

The Company's effective tax rates for the three and nine months ended September 30, 2025 were 24.4 % and 22.5 %, respectively.

The Company's effective tax rate for both the three and nine months ended September 30, 2024 was 25.0 % and 24.4 %, respectively.

The Company's effective tax rates for the three months ended March 31, 2026 and 2025 were 19.7 % and 19.0 %, respectively.

The provision for income taxes is based on the estimated annual effective tax rate, which represents a blend of federal, state and foreign taxes and includes the impact of certain nondeductible items.

The decrease in the effective tax rate in the three and nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to a release of valuation allowance related to realized capital gains.

NOTE 6 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company's net periodic benefit cost includes the following components for the three months ended September 30 (in millions):

Pension Benefits Other Postretirement Benefits Affected Line Item

in the Statements of

Consolidated Operations

2025 2024 2025 2024

Service cost $ 32 $ 33 $ 1 $ 1 Salaries and related costs

Interest cost 61 57 8 9 Miscellaneous, net

Expected return on plan assets ( 68 ) ( 69 ) — — Miscellaneous, net

Amortization of unrecognized (gain) loss ( 2 ) 4 ( 8 ) ( 7 ) Miscellaneous, net

Amortization of prior service credit — — ( 22 ) ( 23 ) Miscellaneous, net

Other — 1 — — Miscellaneous, net

Total $ 23 $ 26 $ ( 20 ) $ ( 20 )

The Company's net periodic benefit cost includes the following components for the nine months ended September 30 (in millions):

The Company's net periodic benefit cost includes the following components for the three months ended March 31 (in millions):

Pension Benefits Other Postretirement Benefits Affected Line Item

7 unchanged sentences

Amortization of prior service credit — — ( 11 ) ( 22 ) Miscellaneous, net

Other 1 1 — — Miscellaneous, net

Total $ 17 $ 23 $ ( 9 ) $ ( 21 )

During the three and nine months ended September 30, 2025, the Company contributed $ 230 million and $ 289 million, respectively, to its U.S.

domestic tax-qualified defined benefit pension plans.

NOTE 7 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE

The table below presents the value of financial assets measured at fair value on a recurring basis in the Company's financial statements (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

Cash and cash equivalents $ 7,869 $ 7,869 $ — $ — $ 5,942 $ 5,942 $ — $ —

Restricted cash — current — — — — 11 11 — —

Restricted cash — noncurrent 142 142 — — 139 139 — —

3 unchanged sentences

Other fixed-income securities 333 — 333 — 433 — 433 —

Certificates of deposit placed through an account registry service (CDARS) — — — — 59 — 59 —

Long-term investments:

3 unchanged sentences

Long-term investments:

Equity securities — Represents equity and equity-linked securities (such as vested warrants) that make up United's investments in Azul Linhas Aéreas Brasileiras S.A.

("Azul"), Archer Aviation Inc., Eve Holding, Inc.

and Mesa Air Group, Inc.

United concluded that Mesa is a variable interest entity as of September 30, 2025.

United holds a variable interest in Mesa in the form of an approximately 10 % equity interest and several loans to Mesa, but United is not the primary beneficiary because it does not have power to direct the activities that most significantly impact Mesa's economic performance.

On May 28, 2025, Azul announced it had entered into restructuring agreements with its key stakeholders and strategic partners, including United, to effectuate a proactive reorganization process.

Under the agreement, United and another key Azul stakeholder may provide equity investments of up to $ 300 million in the aggregate in connection with the reorganization process, subject to the satisfaction of certain conditions.

Equity securities — Represents equity and equity-linked securities (such as vested warrants) that comprise United's investments in Azul S.A.

("Azul"), Archer Aviation Inc.

and Eve Holding, Inc.

On February 17, 2026, United, Azul and certain of Azul's subsidiaries entered into an amended and restated investment agreement pursuant to which United agreed to subscribe for $ 100 million of American Depositary Shares ("ADS"), with each ADS initially representing 500,000 common shares, no par value, of Azul (and with each ADS representing 2 common shares, after taking into account a reverse stock split and ADS ratio change approved March 25, 2026).

On February 20, 2026, Azul completed its reorganization process and consequently sold to United approximately 8.7 % of the Azul shares issued and outstanding as of that date.

Other fair value information.

1 unchanged sentence

Carrying amounts include any related discounts, premiums and issuance costs.

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Carrying Amount Fair Value Carrying Amount Fair Value

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Equity Method Investments.

As of September 30, 2025, United holds investments, accounted for using the equity method, with a combined carrying amount of approximately $ 265 million, including the following:

As of March 31, 2026, United holds investments, accounted for using the equity method, with a combined carrying amount of approximately $ 324 million, including the following:

• Republic Airways Holdings Inc.

("Republic Airways").

United holds a 19 % minority interest in Republic Airways, which is the parent company of Republic Airways Inc.

("Republic").

Republic currently operates 66 regional aircraft under capacity purchase agreements ("CPAs") with United that have terms through 2037.

United holds an approximately 22 % minority interest in Republic Airways, which is the parent company of Republic Airways Inc.

("Republic") and Mesa Airlines, Inc.

In consideration for United's commitment to facilitate transactions related to the merger between Republic and Mesa on November 25, 2025, the Company received an additional 2,744,348 shares on February 3, 2026, or approximately 5.8 % of Republic, for a total ownership interest of approximately 22 % of the issued and outstanding common stock of Republic.

This investment is subject to contractual transfer restrictions until May 2026.

currently operates 66 regional aircraft under capacity purchase agreements ("CPAs") with United that have terms through 2038 and Mesa operates 60 regional aircraft under a CPA with a term through 2036.

• CommuteAir LLC ("CommuteAir").

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Other Investments.

As of September 30, 2025, United has equity investments in a number of companies including a multinational airline holding company, an independent air carrier and others with emerging technologies and sustainable solutions.

As of March 31, 2026, United has equity investments in a number of companies including a multinational airline holding company, an independent air carrier and others with emerging technologies and sustainable solutions.

None of these investments have readily determinable fair values.

We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer.

As of September 30, 2025, the carrying amount of these investments was $ 286 million.

These investments are recorded at cost less any impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer.

As of March 31, 2026, the carrying amount of these investments was $ 331 million.

Notes Receivable.

As of September 30, 2025, the Company has $ 75 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers.

The current portions of the notes receivable are recorded in

Receivables, net.

The long-term portion of the notes receivable is recorded in Investments in affiliates and other, net on the Company's consolidated balance sheets.

On April 4, 2025, Mesa entered into an Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") with Republic Airways.

Subject to the terms and conditions of the Merger Agreement, Republic Airways will merge with and into Mesa, with Mesa continuing as the surviving corporation following the merger (the "Surviving Entity").

At the effective time of the merger, our equity holdings in both Mesa and Republic Airways will be converted into shares of the new Surviving Entity.

Concurrent with the execution of the Merger Agreement, Republic Airways, Mesa and its affiliates, and United entered into a Three Party Agreement that provides for certain actions to be taken subject to the terms and conditions therein to facilitate transactions related to the merger, including United's commitment to facilitate, by making certain financial contributions to Mesa, Mesa's disposition of certain assets and its extinguishment of certain liabilities in exchange for United receiving shares of up to 6 % of equity interests of the Surviving Entity.

As of March 31, 2026, the Company has $ 54 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers.

The current portions of the notes receivable are recorded in Receivables, net and the long-term portions are recorded in Investments in affiliates and other, net on the Company's consolidated balance sheets.

NOTE 8 - DEBT

As of September 30, 2025, we had $ 3.0 billion undrawn and available under our revolving credit facility.

The table below presents the Company's contractual principal payments (not including $ 130 million of unamortized debt discount, premiums and debt issuance costs) as of September 30, 2025 under then-outstanding long-term debt agreements (in millions):

Last Three Months of 2025 2026 2027 2028 2029 After 2029 Total

As of March 31, 2026, the Company had $ 3.0 billion undrawn and available under its revolving credit facility.

The table below presents the Company's contractual principal payments (not including $ 131 million of unamortized debt discount, premiums and debt issuance costs) as of March 31, 2026 under then-outstanding long-term debt agreements (in millions):

Last Nine Months of 2026 2027 2028 2029 2030 After 2030 Total

Contractual principal payments $ 1,370 $ 1,910 $ 1,814 $ 3,949 $ 2,486 $ 9,229 $ 20,758

Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, limit the ability of the Company and its subsidiaries, under certain circumstances, to incur additional indebtedness and pay dividends or repurchase stock.

As of September 30, 2025, the Company was in compliance with its debt covenants under these agreements.

On July 7, 2025, Mileage Plus Holdings, LLC ("MPH"), a direct wholly owned subsidiary of United, and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly owned subsidiary of MPH ("MIPA" and, together with MPH, the "Issuers"), redeemed in full (the "Redemption") all $ 1.52 billion aggregate principal amount of the Issuers' outstanding MileagePlus 6.5 % senior secured notes due 2027 (the "MileagePlus Notes"), which were secured by substantially all of the assets of the Issuers and their subsidiaries.

As a result of the Redemption and the July 2024 voluntarily prepayment in full of the $ 1.80 billion outstanding principal balance of the secured term loan facility, which was secured ratably with the MileagePlus Notes, all indebtedness secured by the MileagePlus assets have been fully repaid.

NOTE 9 - COMMITMENTS, CONTINGENCIES, AND GUARANTEES

The table below summarizes United's firm commitments as of September 30, 2025, which include aircraft and related spare engines, aircraft improvements and non-aircraft commitments (in billions):

Last Three Months of 2025 2026 2027 2028 2029 After 2029 Total

Purchase commitments $ 4.6 $ 7.8 $ 5.1 $ 6.4 $ 8.1 $ 22.4 $ 54.3

Aircraft commitments are based on contractual scheduled aircraft deliveries.

The amount and timing of these commitments could change to the extent that:

(i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify (or further modify) the contracts governing those orders, (ii) rights are exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries, or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.

In September 2025, the Company entered into an agreement with the lessor of 25 Airbus A319 aircraft to purchase those aircraft at the end of the applicable lease term, between 2026 and 2029.

The provisions of such agreement resulted in a change to the accounting classification of the applicable leases from operating leases to finance leases.

As of September 30, 2025, United is the guarantor of approximately $ 2.9 billion in aggregate principal amount of tax-exempt special facility revenue bonds and interest thereon.

These bonds, which are issued by various airport authorities or other conduit issuers, are payable solely from rentals paid under long-term agreements with the respective airport authorities or from payments under loan agreements with the respective issuing authorities.

The leasing arrangements associated with these obligations are accounted for as operating leases in the Company's financial statements.

All of these bonds are due between 2027 and 2041.

As of March 31, 2026, the Company was in compliance with its covenants under these debt agreements.

On February 2, 2026, UAL issued, in a public offering, $ 1,000,000,000 principal amount of its 5.375 % Senior Notes due 2031 (the "2031 Notes"), which are guaranteed by United.

The 2031 Notes, issued at a price of 100 % of their principal amount, bear interest at a rate of 5.375 % per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026 and maturing on March 1, 2031.

UAL, at its option, may redeem the 2031 Notes at any time prior to September 1, 2030, in whole or in part, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2031 Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

At any time on or after September 1, 2030, UAL may redeem the 2031 Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

On February 3, 2026, the Company entered into Amendment No.

4 to Term Loan Credit and Guaranty Agreement that lowered the margin on its interest rate from 2.00 % to 1.75 %, in the case of Term SOFR (as such term is defined in the Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, as amended) loans, and from 1.00 % to 0.75 %, in the case of loans at other market rates.

On February 6, 2026, UAL issued, in a public offering, $ 1,000,000,000 principal amount of its 4.875 % Senior Notes due 2029 (the "2029 Notes"), which are guaranteed by United.

The 2029 Notes, issued at a price of 100 % of their principal amount, bear interest at a rate of 4.875 % per annum, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2026 and maturing on March 1, 2029.

UAL, at its option, may redeem the 2029 Notes at any time prior to December 1, 2028,

in whole or in part, at a redemption price equal to the greater of (1) 100 % of the principal amount of the 2029 Notes to be redeemed and (2) a make-whole amount, if any, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

At any time on or after December 1, 2028, UAL may redeem the 2029 Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

On February 24, 2026, United redeemed in full (the "Redemption") all $ 2.0 billion of aggregate principal amount of its outstanding 4.375 % Senior Secured Notes due 2026 (the "Secured Notes"), issued pursuant to an indenture (the "Indenture"), dated as of April 21, 2021, among United, UAL and Wilmington Trust, National Association, as trustee and as collateral trustee.

In connection with the Redemption, the Indenture was satisfied and discharged as to the Secured Notes.

The Indenture remains in effect as to United's 4.625 % Senior Secured Notes due 2029.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Regional CPAs.

During the three months ended March 31, 2026, United amended some of its CPAs with certain of its regional carriers to modify the terms for certain aircraft and amend the contractually agreed fees paid to those carriers.

Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict.

The most important of these variables is the number of scheduled block hours.

Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we do have contractual minimum utilization levels in other CPAs and we have set forth below estimates of our future payments under the CPAs based on our current assumptions.

The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates.

United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers, or facility rent.

For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate.

These amounts exclude certain variable pass-through costs such as fuel and landing fees, among others.

Based on these assumptions, as of March 31, 2026, our estimated future payments through the end of the terms of our CPAs are presented in the table below (in billions):

Last Nine Months of 2026 2027 2028 2029 2030 After 2030 Total

Future commitments under CPAs $ 2.1 $ 3.3 $ 3.0 $ 2.5 $ 2.2 $ 6.1 $ 19.3

Increased Cost Provisions.

In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate (SOFR), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs.

At September 30, 2025, the Company had $ 8.6 billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions.

In several financing transactions involving loans or leases from non-U.S.

entities, with remaining terms of up to approximately 12 years and an aggregate balance of $ 5.5 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S.

entities to withholding taxes, subject to customary exclusions.

Labor Relations .

As of September 30, 2025, the Company had approximately 111,900 employees, of whom approximately 82 % were represented by various U.S.

At March 31, 2026, the Company had $ 8.5 billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions.

In several financing transactions with remaining terms of up to approximately 12 years and an aggregate balance of $ 5.3 billion, the Company bears the risk of any change in tax laws that would subject loan payments thereunder to withholding taxes, subject to customary exclusions.

As of March 31, 2026, the Company had approximately 115,600 employees, of whom approximately 83 % were represented by various U.S.

labor organizations.

In May 2025, the Company reached a Tentative Agreement ("TA") with its employees represented by the Association of Flight Attendants ("AFA") regarding a contract that became amendable in August 2021.

The TA included improvements with respect to scheduling, reserve requirements and other quality of life improvements, as well as pay rate increases during its five-year term.

The TA also included a provision for a one-time payment to employees represented by the AFA upon ratification.

In the second quarter of 2025, the Company recorded, in Special charges, $ 561 million of expenses related to this ratification payment.

On July 29, 2025, the Company's employees represented by the AFA voted against ratification of the TA.

The Company and the AFA are expected to restart negotiations on October 29, 2025.

In March 2026, the Company reached a new Tentative Agreement ("TA") with its employees represented by the Association of Flight Attendants ("AFA") regarding an agreement that became amendable in August 2021.

The new TA includes improvements with respect to scheduling, reserve requirements and other quality of life improvements, as well as pay rate increases during its five-year term.

The new TA also includes a provision for a one-time payment to employees represented by the AFA upon ratification.

In 2025, the Company recorded, in Special charges (credits), $ 561 million of expenses related to this ratification payment.

Given the inherent uncertainty of the bargaining process, the Company will record any additional amounts awarded under the one-time payment when they become both probable and estimable.

Voting to ratify the new TA is expected to close on May 12, 2026.

NOTE 10 - SPECIAL CHARGES (CREDITS)

For the three and nine months ended September 30, operating and nonoperating special charges (credits) and unrealized losses on investments in the statements of consolidated operations consisted of the following (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Labor contract ratification bonuses $ — $ — $ 561 $ —

Operating and nonoperating special charges (credits) and unrealized losses on investments in the statements of consolidated operations consisted of the following (in millions):

Three Months Ended March 31,

(Gains) losses on sale of assets and other special charges $ ( 389 ) $ ( 108 )

4 unchanged sentences

Total operating and nonoperating special charges (credits) and unrealized losses on investments, net ( 372 ) ( 87 )

Income tax benefit, net of valuation allowance — ( 15 ) ( 127 ) ( 34 )

Income tax expense, net of valuation allowance 62 2

Total operating and nonoperating special charges (credits) and unrealized losses on investments, net of income taxes $ ( 310 ) $ ( 85 )

Operating and nonoperating special charges (credits) and unrealized losses on investments included the following:

During the three and nine months ended September 30, 2025, the Company recorded $ 73 million and $ 295 million, respectively, of net gains on sale of assets and other special charges, which were primarily comprised of $ 75 million and $ 336 million, respectively, of gains on various aircraft sale-leaseback transactions.

During the nine months ended September 30, 2025, the Company also recorded a $ 561 million special charge in connection with a labor contract ratification bonus for the Company's employees represented by the AFA.

See Note 9 for more information related to the negotiations.

During the three months ended March 31, 2026 and 2025, the Company recorded $ 389 million and $ 108 million, respectively, of net gains on sale of assets and other special charges, which were primarily comprised of $ 444 million and $ 110 million, respectively, of gains on various aircraft sale-leaseback transactions.

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What changed 10-Q

Item 1. Financial Statements