联合航空美股招股说明书(2026-01-28版)

5.375% Senior Notes due 2031Guaranteed by United Airlines, Inc. We will pay interest at the rate of 5.375% per year on the principal amount of the notes semiannually in arrears on March1 andSeptember1 of each year, beginning September1, 2026. The notes will mature on March1, 2031. We may redeem all of the notes at any time or a portion of the notes from time to time prior to their maturity for cash at the redemptionprice described in this prospectus supplement. Upon the occurrence of a Change of Control Triggering Event, as defined in thisprospectus supplement, we may be required to make an offer to repurchase all of the notes at a price equal to 101% of the principalamount thereof plus accrued and unpaid interest, if any, to the purchase date. The notes will be fully and unconditionally guaranteed by our subsidiary United Airlines, Inc. The notes represent our senior unsecured obligations, and the note guarantee represents the senior unsecured obligation of theguarantor. The notes and the note guarantee rank equally in right of payment with all of our and the guarantor’s existing and futureunsecured and unsubordinated debt. However, the notes and the note guarantee are effectively subordinated to all of our and theguarantor’s existing and future secured debt to the extent of the collateral securing such debt and structurally subordinated to allexisting and future obligations of our subsidiaries other than the guarantor. The notes will not be listed on any national securities exchange. (1)Plus accrued interest, if any, from the date of issuance. Investing in our notes involves risk. See “Risk Factors” beginning on pageS-5of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contraryis a criminal offense. The underwriters are offering the notes as set forth under“Underwriting.”We expect to deliver the notes in book-entry form only on orabout February2, 2026. TABLE OF CONTENTS PageAbout This Prospectus SupplementS-iiProspectus Supplement SummaryS-1Risk FactorsS-5Use of ProceedsS-10CapitalizationS-11Selected Financial DataS-12Description of NotesS-14Certain U.S. Federal Tax ConsiderationsS-30Certain ERISA ConsiderationsS-34UnderwritingS-36Legal MattersS-41ExpertsS-41Incorporation of Certain Documents by ReferenceS-41 Prospectus PageAbout This Prospectus1Risk Factors2Cautionary Statement Concerning Forward-Looking Statements2The Company4Selling Security Holders4Use of Proceeds4Description of UAL Capital Stock5Description of Debt Securities and Guarantees15Description of Depositary Shares25Description of Stock Purchase Contracts and Stock Purchase Units28Description of Subscription Rights29Description of Warrants30Plan of Distribution31Where You Can Find More Information33Incorporation of Certain Documents by Reference33Legal Matters34Experts34 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering of notes. The second part, the base prospectus, gives more general information, someof which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referringto both parts combined, and when we refer to the “accompanying prospectus,” we are referring to the baseprospectus. If the description of this offering varies between this prospectus supplement and the accompanyingprospectus, you should rely on the information in this prospectus supplement. In this prospectus supplement, unless otherwise indicated or the context otherwise requires, “UnitedAirlines Holdings” and “UAL” refer to United Airlines Holdings, Inc., formerly known as UnitedContinental Holdings, Inc., as a separate corporation, the “Company,” “we,” “us” and “our” refer to UnitedAirlines Holdings and its consolidated subsidiaries, including United Airlines, Inc., and “notes” refers to thenotes offered hereby. In the first quarter of 2025, the Company changed its rounding presentation to the nearest wholenumber in millions of reported amounts, except per share data or as otherwise designated. As such, certaincolumns and rows within the financial statements incorporated herein by reference and tables presentedherein 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 condensedconsolidated financial statements. You should rely only on the information contained in this prospectus supplement and accompanyingprospectus and on the information incorporated by reference herein. We have not authorized anyone to provideyou with different information. The distribution of this prospectus and sale of these securities in certainjurisdictions may be restricted