United Airlines Holdings, Inc.UAL

United Airlines Holdings, Inc. Stock Compensation Disclosure

10-KFiled Feb 12, 20263 min read
SHARE-BASED COMPENSATION PLANS
UAL maintains share-based compensation plans for our management employees and our non-employee directors. These plans provide for grants of nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights ("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents.
Awards are recorded as either equity or a liability in the Company's consolidated balance sheets. Share-based compensation expense is recorded in Salaries and related costs.
During 2025, UAL granted share-based compensation awards pursuant to the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan. These share-based compensation awards included approximately 1.8 million RSUs consisting of approximately 1.0 million time-vested RSUs and approximately 0.8 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period from the date of grant. Performance-based awards vest either pro-rata, one-third each year, over a three-year period from the date of grant or all at once upon continuous employment with the Company over a three-year period. Payout under the performance-based awards can range from 0% to 300% depending on the achievement level of certain financial and strategic goals. RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately prior to the vesting date.
The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):
Compensation cost
202520242023
RSUs$147 $141 $78 
Stock options 1 1 2 
Total$148 $142 $80 
The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2025 (in millions, except as noted):
Unearned CompensationWeighted-Average
Remaining Period
(in years)
RSUs$90 1.3
Stock options 1 1.7
Total$91 
Restricted stock units. The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):
Liability AwardsEquity Awards
RSUs
RSUs		Weighted-
Average
Grant Price
Outstanding at December 31, 2022
0.1 3.3 $37.88 
Granted0.1 2.5 43.42 
Vested(0.1)(1.6)44.03 
Forfeited— (0.1)36.90 
Outstanding at December 31, 2023
0.1 4.1 38.86 
Granted0.1 3.6 46.65 
Vested(0.1)(2.3)39.37 
Forfeited— (0.3)43.28 
Outstanding at December 31, 2024
0.1 5.1 43.89 
Granted— 1.8  79.30 
Vested (0.1)(2.9) 45.23 
Forfeited — (0.3)53.41 
Outstanding at December 31, 2025
0.1 3.8 59.13 
The fair value of RSUs that vested in 2025, 2024 and 2023 was approximately $135 million, $91 million and $76 million, respectively.
As of December 31, 2025, UAL had recorded a liability of approximately $7 million related to its cash-settled RSUs. UAL paid approximately $6 million, $2 million and $3 million related to its cash-settled RSUs during 2025, 2024 and 2023, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 12, 2026Showing above
2024Feb 27, 2025
2023Feb 29, 2024
2022Feb 16, 2023
2021Feb 18, 2022
2020Mar 1, 2021
2019Feb 25, 2020
2018Feb 28, 2019
2017Feb 22, 2018
2016Feb 23, 2017
2015Feb 18, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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