Delta Air Lines completes $500M notes offering

A portion of the proceeds is intended for specified debt repayments, while any remaining net proceeds are designated for general corporate purposes.

Available on EDGAR 11/06/2026 - 04:32 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:32 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Delta Air Lines completed a public offering of $500 million aggregate principal amount of 5.500% Notes due November 6, 2029. The notes are direct, unsecured and unsubordinated obligations, rank equally in payment with Delta’s other unsubordinated indebtedness, and rank ahead of future subordinated debt. Interest is payable semi-annually on May 6 and November 6, beginning May 6, 2027.

Delta intends to use a portion of net proceeds to repay approximately $391 million of borrowings under its unsecured Payroll Support Program loan and approximately $70 million of aircraft equipment notes; together with cash on hand, approximately $39 million will repay Class B Pass Through Certificates, Series 2020-1. Remaining net proceeds are for general corporate purposes. Delta may redeem the notes before October 6, 2029 at the redemption price specified in the Supplemental Indenture, plus accrued and unpaid interest; on or after that date, redemption is at 100% of principal plus accrued and unpaid interest. If a Change of Control occurs and two or more rating agencies lower the notes below investment grade within a certain period following the change or public notice of its occurrence, Delta must offer to repurchase all notes at 101% of principal plus accrued interest.

Filing Explained

Delta completed its $500 million notes offering on November 6, 2026; the notes’ indenture also limits its ability to add certain liens, merge or consolidate, or transfer all or substantially all of its assets, subject to exceptions.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $500 million Notes coupon: 5.500% Maturity: November 6, 2029 +4 more

7 metrics

Aggregate principal amount $500 million 5.500% Notes issued November 6, 2026

Notes coupon 5.500% Notes due November 6, 2029

Maturity November 6, 2029 Notes

Payroll Support Program loan borrowings Approximately $391 million Intended repayment; loan due April 23, 2031

Aircraft equipment notes Approximately $70 million Intended repayment; due in installments from 2026 to 2033

Class B Pass Through Certificates, Series 2020-1 Approximately $39 million Intended repayment together with cash on hand; certificates mature in June 2027

Change-of-control repurchase price 101% of principal Applies if the stated Change of Control and rating-downgrade conditions occur

Key Terms

pari passu, unsecured and unsubordinated obligations, Supplemental Indenture, Change of Control

4 terms

pari passu financial

"rank pari passu, or equal in right of payment"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

unsecured and unsubordinated obligations financial

"direct, unsecured and unsubordinated obligations"

Supplemental Indenture financial

"Seventh Supplemental Indenture, dated November 6, 2026"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Change of Control financial

"If we experience a Change of Control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How will DAL use proceeds from its $500 million notes offering?

Delta intends to use a portion of net proceeds to repay approximately $391 million of borrowings under its unsecured Payroll Support Program loan and approximately $70 million of aircraft equipment notes. Together with cash on hand, approximately $39 million will repay Class B Pass Through Certificates, Series 2020-1. Remaining net proceeds are for general corporate purposes.

When can DAL redeem its 5.500% notes, and what happens after a change of control?

Delta may redeem the notes before October 6, 2029 at the redemption price specified in the Supplemental Indenture, plus accrued and unpaid interest. On or after that date, the redemption price is 100% of principal, plus accrued and unpaid interest. Following a Change of Control, a downgrade below investment grade by two or more rating agencies within the stated period requires an offer to repurchase all notes at 101% of principal, plus accrued interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 6, 2026

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-05424		58-0218548
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1030 Delta Boulevard, Atlanta, Georgia 30354-1989

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 715-2191

Registrant’s Web site address: www.delta.com

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 (see General Instruction A.2. below):

☐ 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:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		DAL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 6, 2026, Delta Air Lines, Inc. (“Delta,” “we,” “us” or “our”) completed a public offering of $500,000,000 in aggregate principal amount of our 5.500% Notes due 2029 (the “Notes”). The Notes were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-297387) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on July 10, 2026. The material terms of the Notes are described in the prospectus supplement, dated November 4, 2026, filed with the Commission on November 5, 2026 pursuant to Rule 424(b) under the Securities Act, which relates to the offer and sale of the Notes and supplements the prospectus, dated July 10, 2026, that constitutes a part of the Registration Statement.

The Notes were issued under an indenture, dated as of March 6, 2017 (the “Base Indenture”), as supplemented by that certain Seventh Supplemental Indenture, dated November 6, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each between Delta and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Base Indenture was incorporated by reference as Exhibit 4.1 to the Registration Statement and is incorporated herein by reference. The Supplemental Indenture is filed herewith as Exhibit 4.1 and incorporated herein by reference.

The Notes are our direct, unsecured and unsubordinated obligations. The Notes rank pari passu, or equal in right of payment, with all of our other unsubordinated indebtedness and senior in right of payment to all of our future subordinated debt. The Notes will mature on November 6, 2029. We will pay interest on the Notes semi-annually in arrears on May 6 and November 6 of each year, beginning on May 6, 2027.

The Indenture contains certain covenants that, among other things, limit our ability to incur liens securing indebtedness for borrowed money or capital leases and engage in mergers and consolidations or transfer all or substantially all of our assets, in each case subject to a number of important exceptions as specified in the Indenture. The indebtedness evidenced by the Notes may be accelerated upon the occurrence of certain events of default under the Indenture, which are customary for securities of this nature and consistent with those in our recent unsecured debt offerings.

We intend to use a portion of the net proceeds from the sale of the Notes to repay the following indebtedness: (1) approximately $391 million in borrowings outstanding under our unsecured Payroll Support Program loan due April 23, 2031, (2) approximately $70 million of equipment notes secured by aircraft due in installments from 2026 to 2033, and (3) together with cash on hand, approximately $39 million of Class B Pass Through Certificates, Series 2020-1 maturing in June 2027. Any remaining net proceeds will be used for general corporate purposes.

We may redeem the Notes at our option at any time prior to October 6, 2029 (one month prior to the maturity date of the Notes), in whole or in part, at the redemption price set forth in the Supplemental Indenture, plus accrued and unpaid interest thereon to the date of redemption. At any time on or after October 6, 2029 (one month prior to the maturity date of the Notes), we may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the date of redemption. If we experience a Change of Control (as defined in the Supplemental Indenture) and the rating on the Notes is lowered by two or more of the Ratings Agencies (as defined in the Supplemental Indenture) to a rating below investment grade within a certain period of time following a Change of Control or public notice of the occurrence of a Change of Control, we must offer to repurchase all of the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the repurchase date.

The form of the Notes issued pursuant to the Indenture is filed herewith as Exhibit 4.2. The foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The Supplemental Indenture and the form of the Notes are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.

Item 8.01 Other Events.

On November 4, 2026, Delta entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Standard Chartered Bank, as the representatives of the several underwriters named therein (the “Underwriters”), in connection with the issuance and sale of the Notes. The Underwriting Agreement includes representations, warranties and covenants, including an agreement to indemnify the Underwriters against certain liabilities. The Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference. The foregoing description of the Underwriting Agreement is a summary only and is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

In connection with the offering of the Notes, we are filing certain legal opinions relating to the offering as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K, which legal opinions are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 1.1		Underwriting Agreement, dated November 4, 2026, by and among Delta Air Lines, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Standard Chartered Bank, as representatives of the several underwriters named therein
Exhibit 4.1		Seventh Supplemental Indenture, dated as of November 6, 2026, between Delta Air Lines, Inc. and U.S. Bank Trust Company, National Association, as Trustee
Exhibit 4.2		Form of Delta Air Lines, Inc. 5.500% Notes due 2029 (included in Exhibit 4.1)
Exhibit 5.1		Opinion of Kilpatrick Townsend & Stockton LLP
Exhibit 5.2		Opinion of Alan T. Rosselot, Esq., Associate General Counsel of Delta Air Lines, Inc.
Exhibit 23.1		Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibit 5.1)
Exhibit 23.2		Consent of Alan T. Rosselot, Esq., Associate General Counsel of Delta Air Lines, Inc. (included in Exhibit 5.2)
Exhibit 104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

				DELTA AIR LINES, INC.
				By:		/s/ Erik S. Snell
						Erik S. Snell
Date: November 6, 2026						Executive Vice President & Chief Financial Officer

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 188.4 KB
• EX-4.1 EX-4.1 130.5 KB
• EX-5.1 EX-5.1 20.8 KB
• EX-5.2 EX-5.2 10.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB