Form 8-K

8-K — United Airlines Holdings, Inc.

Accession: 0001104659-26-048992

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0000100517

SIC: 4512 (AIR TRANSPORTATION, SCHEDULED)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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EX-99.1 — EXHIBIT 99.1 (tm2612792d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 27, 2026

UNITED AIRLINES HOLDINGS, INC.

UNITED

AIRLINES, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-06033

36-2675207

Delaware

001-10323

74-2099724

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification Number)

233 S. Wacker Drive, Chicago, IL 60606

(Address

of principal executive offices) (Zip Code)

(872) 825-4000

Registrant’s telephone

number, including area code

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on Which Registered

United Airlines Holdings, Inc.

Common Stock, $0.01 par value

UAL

The Nasdaq Stock Market LLC

United Airlines Holdings, Inc.

Preferred Stock Purchase Rights

None

The Nasdaq Stock Market LLC

United Airlines, Inc.

None

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. o

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Item 7.01 Regulation FD Disclosure.

On April 27, 2026, United Airlines Holdings, Inc. (“UAL”),

the holding company whose subsidiary is United Airlines, Inc. (together with UAL, the “Company”), issued a press release.

A copy of the press release is furnished pursuant to this Item 7.01 as Exhibit 99.1 to this Current Report on Form 8-K and incorporated

by reference herein in its entirety.

Pursuant to General Instruction B.2. to Form 8-K, the information set

forth in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities thereof, nor shall

it be incorporated by reference into future filings by the Company under the Exchange Act or under the Securities Act of 1933, as amended,

except to the extent specifically provided in any such filing. Additionally, the submission of the information set forth in this Item

7.01 is not deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed

solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

99.1

Press Release issued by

United Airlines Holdings, Inc., dated April 27, 2026

104

Cover Page Interactive Data

File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNITED AIRLINES HOLDINGS, INC.

UNITED AIRLINES, INC.

By:

/s/ Robert S. Rivkin

Name:

Robert S. Rivkin

Title:

Senior Vice President & Chief Legal Officer

Date: April 27, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612792d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Statement from United Airlines

CEO Scott Kirby

CHICAGO (April 27, 2026) – Over

the last two weeks, there’s been a lot of commentary about a potential merger between United Airlines and American Airlines. And

to be direct, here’s what happened: I approached American about exploring a combination because I thought we could do something

incredible for customers together. I always knew that the only way any merger could be successful (and approved) is if it was great for

customers and with a willing partner that shared my big, bold vision. I was confident that this combination, which would have been about

adding and not subtracting, creating a truly great airline that customers love, could get regulatory approval. I was hoping to pitch

that story to American, but they declined to engage and instead responded by publicly closing the door. And without a willing partner,

something this big simply can't get done.

In the past, airline mergers usually have been about two struggling

airlines coming together to cut costs, flights and headcount. My aspirations could not be more different. The bold idea I wanted to pursue

was about growth that would usher in a brand new era of leadership by U.S. aviation. After all, flight was born here and the storied names

of the past, including both United and American, set the standards that the rest of the world aspired to. By combining our airlines and

using that scale to revolutionize our customers’ experience, we’d create a new, thriving U.S. airline that would be the very

best in the world for customers – full stop.

While American’s public comments make it clear that a merger

like this is off the table for the foreseeable future, I do think it's worth taking the time to describe in some more detail what this

could have looked like.

To start, it's clear the strategy United has been implementing over

the last several years is winning: building a brand loyal airline by de-commoditizing travel, investing in the customer experience and

creating value for every customer no matter where they are sitting.

In the simplest terms, combining United and American could: 1) scale

and grow that winning, customer-focused approach, 2) unlock incredible, new opportunities for both airlines’ customers, employees

and the communities we serve and 3) create a great, new U.S. airline with the scale to compete and lead around the globe.

Here are some of the benefits the combination could produce:

Fly an airline that customers love to even more places:

United is already changing what it means to be an airline by having the best service, technology, reliability, and products –

for every customer – so that flying on United feels better than other airlines. And, we have big plans to do even more.

Bringing those benefits to even more people gives customers of both airlines more choice and more value, including best-in-class

products, technology and experiences as well as a more valuable loyalty and rewards program that offers more opportunities to earn

and use miles. The combined airline would have been about growth – especially internationally and with expanded service

to smaller communities – both of which are mathematically enabled by having a larger network.

Create even more value: Price and affordability are important,

but unless you think air travel is just a commodity, ‘value’ matters too. The truth is that in 2025 ticket prices were 29%

cheaper than they were pre-pandemic (adjusted for inflation). And in that time, United has focused on providing ever more value to customers

by investing in our product: newer, more modern aircraft with bigger bins, screens in every seat, Bluetooth connectivity, free Starlink

Wi-Fi and an award-winning mobile app, just to name a few things. A merger of United and American (and the growth that would have come

with it) would have dramatically increased the total number of economy seats in the marketplace, offering cost-conscious customers more

affordable ways to fly to more places and greater choices across all price points, while still delivering industry-best value to all customers.

We wouldn’t propose a combination that would cause prices to rise for customers.

Create a truly globally competitive airline – based in the

U.S.: Today, there’s a big trade deficit with foreign flagged airlines – they fly about 65% of the long haul seats into

our country even though only 40% of the customers are foreign citizens – and the combined scale of United and American would be

a better way to compete with foreign carriers. A larger US global airline would deliver U.S. jobs and economic opportunities. This

U.S. airline would set the standard for the next century just like U.S. airlines used to in the first century of passenger flight. And

this would be a great U.S. airline that is the best, whether you’re a customer from Chicago, Des Moines or Dubai.

Boost the U.S. economy, create millions of jobs and revitalize and

strengthen the U.S. aircraft manufacturing industry: America is stronger when U.S. carriers flow more of the dollars of U.S. consumers

to communities, employees and manufacturing right here at home. A combined company would have created tens of thousands of new high paying,

unionized jobs with great benefits which would have led to even more career growth opportunities for the 250,000 employees already at

United and American. Plus, the combined airline’s need for new aircraft would have supported American manufacturing and domestic

supply chains and driven even more job creation. And by flying more seats to more places in the U.S., this merger would boost local tourism

and business travel, generating billions of dollars in U.S. economic activity and even more jobs.

I recognized from the beginning that a merger this big in our industry

would attract a lot of skepticism in the media, including from some government officials. Since previous mergers have been about saving

struggling airlines, previous legal and regulatory reviews have always focused on subtraction and what’s being lost. But, a different

kind of merger proposal – one that’s focused on growth, customer investments and global competitiveness – would have

been a different proposition altogether. And, while divestitures in certain domestic markets obviously would have been required, I believe

regulators would have approved such a deal because they would have recognized the benefits to customers, our shared employees and communities

from coast-to-coast and around the world.

While our pursuit of talks with American have ended, our mission to

build the greatest airline in the history of aviation at United is well underway. We have a winning strategy, a culture of innovation

and 115,000 of the best aviation professionals in the world working together to deliver for our customers. While the airline industry

has always been dynamic and unpredictable (it’s one of the reasons that I love this business), United’s future is brighter

than it’s ever been.

Cautionary Statement Regarding Forward-Looking Statements:

This press release contains certain “forward-looking statements,”

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended, relating to, among other things, the strategic and growth plans of United Airlines Holdings, Inc. (“UAL”)

and its subsidiary, United Airlines, Inc. (together with UAL, the “Company”); the Company’s operational, financial,

competitive and product positioning; the Company’s workforce; possible transactions involving the Company; the Company’s objectives,

conditions, or requirements for any such possible transaction; the Company’s potential counterparties for any such transaction;

the potential risks, benefits or outcomes of any such possible transaction for the Company, the Company’s customers, employees,

community partners, suppliers or any other stakeholders, the airline industry and the economy; and any assumptions underlying any of the

foregoing. Such statements involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors

that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the

Company's future financial results, goals, plans, commitments, strategies and objectives to differ materially from those expressed in,

or implied by, the statements. Words such as "should," "could," "would," "will," "may,"

"expects," "plans," "intends," "anticipates," "indicates," "remains," "believes,"

"estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets,"

"pledge," "confident," "optimistic," "dedicated," "positioned," "on track",

"path" and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although

not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking

statements.

Additionally, forward-looking statements include conditional statements

and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate

that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this

press release are based upon information available to the Company on the date of this press release. The Company undertakes no obligation

to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances

or otherwise, except as required by applicable law or regulation.

The Company’s actual results could differ materially from

these forward-looking statements due to numerous factors including, without limitation, any risks and uncertainties set forth

in Part I, Item 1A. “Risk Factors” and in Part II, Item 7. “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2025, filed on February 12, 2026, and the Company’s Quarterly Report on Form 10-Q for

the fiscal quarter ended March 31, 2026, filed on April 22, 2026, as well as other risks and uncertainties set forth from time to

time in the reports the Company files with the U.S. Securities and Exchange Commission.

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