Management Change/Compensation (Form 8-K)

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (the "Company"), the United Airlines Pilots Master Executive Council of the Air Lines Pilots Association, International ("ALPA-MEC"), the holder of the Company's Class Pilot MEC Junior Preferred Stock, has the right to elect one member to the Company's Board of Directors (the "Board") at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship.

Captain Anne Worster has occupied the ALPA-MEC director position on the Board since February 27, 2024. On January 13, 2025, the Company received notice that Captain Worster was no longer the chairperson of the ALPA-MEC and, accordingly, Captain Worster resigned from the Board effective immediately. Captain Worster's departure from the Board was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company thanks Captain Worster for her Board service.

On January 15, 2025, ALPA-MEC designated Brian Noyes to fill the vacancy on the Board resulting from Captain Worster's departure, effective immediately. At this time, the Board has not yet designated any committees of the Board upon which Mr. Noyes will serve. As a director elected by a class of stock other than the Company's common stock, Mr. Noyes will not be entitled to receive any cash or equity compensation from the Company as a director but will be entitled to receive certain other benefits during his service as a director. For a description of such benefits, see "How Directors Are Paid" in the Company's definitive proxy statement for its 2024 Annual Meeting of Stockholders held on May 22, 2024 filed with the Securities and Exchange Commission on April 12, 2024.

Other than pursuant to the rights of the ALPA-MEC described above, there were no arrangements or understandings between Mr. Noyes and any other persons pursuant to which he was appointed to the Board and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Noyes that would be reportable under Item 404(a) of Regulation S-K.