Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) The information set forth below is included for the purpose of providing disclosure under “Item 1.01—Entry into a Material Definitive Agreement” and “Item 2.03—Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.
On October 16, 2026, United entered into a Second Amended and Restated Revolving Credit and Guaranty Agreement (the "Revolving Credit Facility") among United, as borrower, UAL, as parent and guarantor, certain subsidiaries of UAL, as guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as collateral trustee (the "Collateral Trustee"). The Revolving Credit Facility amends and restates United's existing revolving credit facility to increase total revolving loan commitments from $3.0 billion to $5.0 billion and to extend the maturity from February 15, 2029 to October 16, 2031. Revolving Loans (as defined in the Revolving Credit Facility) bear interest at Term SOFR (as defined in the Revolving
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Credit Facility) or, at United's election, another rate based on certain market interest rates, in each case subject to a floor, plus a margin based on United's credit ratings ranging from 1.000% to 1.875% for Term SOFR loans and 0.000% to 0.875% for loans at other market rates. United has not made any drawings under the Revolving Credit Facility as of the date of this report.
The Revolving Credit Facility is secured on a senior basis by security interests granted by United to the Collateral Trustee in, subject to certain exclusions, all of United's U.S. Department of Transportation route authorities to operate scheduled service between international airports in the United States and international airports in other countries (except Cuba), its rights to substantially all of its foreign and domestic take-off and landing slots (including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport) and to the extent necessary at the relevant time of determination for servicing the scheduled air carrier service authorized by an applicable route authority, its rights to use or occupy airport terminal space (the "Collateral"). The Collateral also secures on a senior basis United's Term Loan Credit and Guaranty Agreement, dated as of April 21, 2021, as amended, and the Company's 4.625% Senior Secured Notes due 2029. United may be required to pledge additional collateral in the future under the terms of the Revolving Credit Facility.
The Revolving Credit Facility also contains mandatory prepayment provisions in connection with dispositions of collateral and, subject to certain cure rights, upon failure to comply with the minimum Collateral Coverage Ratio (as defined in the Revolving Credit Facility). Additionally, the Revolving Credit Facility provides that the lenders may require us to prepay all or a specified portion of such lenders' Revolving Loans if a Change of Control (as defined in the Revolving Credit Facility) occurs and such lender accepts a Change of Control Offer (as defined in the Revolving Credit Facility). In no event will a prepayment premium be payable for a mandatory prepayment or acceleration.
The Revolving Credit Facility contains negative covenants that, among other things, limit our ability under certain circumstances to create liens on, or dispose of, Collateral, incur additional debt secured on a senior or junior basis by Collateral and consolidate, merge, or dispose of all or substantially all of our assets. The Revolving Credit Facility also contains financial covenants that require us to maintain unrestricted liquidity of at least $2.0 billion and a minimum Collateral Coverage Ratio of 1.6 to 1.0.
The Revolving Credit Facility also contains customary events of default, including, among others, nonpayment, covenant breaches, material inaccuracy of representations, cross-payment default and cross-acceleration to other material indebtedness and certain bankruptcy and insolvency events, subject in certain cases to grace periods and thresholds. Upon an event of default, the outstanding obligations may be accelerated and, upon certain bankruptcy or insolvency events of United, will be accelerated automatically.
The foregoing description of the Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Facility, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
(b) None.
(c) 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, during the period covered by this Quarterly Report on Form 10-Q.
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ITEM 6. EXHIBITS.
EXHIBIT INDEX
Exhibit No. Registrant Exhibit
10.1 UAL
United Second Amended and Restated Revolving Credit and Guaranty Agreement, dated as of October 16, 2026, among United Airlines, Inc., United Airlines Holdings, Inc., each of the several banks and other financial institutions or entities from time to time party thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as collateral trustee
^10.2 UAL
United Amendment No. 11, dated as of July 31, 2026, to the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including a letter agreement related thereto, between Airbus S.A.S. and United Airlines, Inc.
^10.3 UAL
United Supplemental Agreement No. 17 to Purchase Agreement No. 04815, dated as of August 28, 2026, between The Boeing Company and United Airlines, Inc.
^10.4 UAL
United Letter Agreement No. UAL-MISC-2603195, dated June 17, 2026, to Aircraft Purchase Agreement Nos. 04815, 03776 and 04761 (and related Aircraft General Terms Agreements) between The Boeing Company and United Airlines, Inc.
^10.5 UAL
United Letter Agreement No. UAL-MISC-2605350, dated September 30, 2026, to Aircraft Purchase Agreement Nos. 04815, 03776 and 04761 (and related Aircraft General Terms Agreements) between The Boeing Company and United Airlines, Inc.
31.1 UAL Certification of the Principal Executive Officer of United Airlines Holdings, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)
31.2 UAL Certification of the Principal Financial Officer of United Airlines Holdings, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)
31.3 United Certification of the Principal Executive Officer of United Airlines, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)
31.4 United Certification of the Principal Financial Officer of United Airlines, Inc. Pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of the Sarbanes-Oxley Act of 2002)
32.1 UAL Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines Holdings, Inc. Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
32.2 United Certification of the Chief Executive Officer and Chief Financial Officer of United Airlines, Inc. Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
101 UAL
United The following financial statements from the combined Quarterly Report of UAL and United on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) Statements of Consolidated Operations, (ii) Statements of Consolidated Comprehensive Income (Loss), (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.
104 UAL
United Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
^ Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
United Airlines Holdings, Inc.
(Registrant)
Date: October 21, 2026 By: /s/ Brigitte Bokemeier
Brigitte Bokemeier
Vice President and Controller
(Duly Authorized Officer and Principal Accounting Officer)
United Airlines, Inc.
(Registrant)
Date: October 21, 2026 By: /s/ Brigitte Bokemeier
Brigitte Bokemeier
Vice President and Controller
(Duly Authorized Officer and Principal Accounting Officer)
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