Delta (NYSE: DAL) CEO has shares withheld to cover restricted stock taxes

Rhea-AI Filing Summary

Delta Air Lines' chief executive officer Edward H. Bastian reported routine share withholdings to cover tax obligations on vesting restricted stock awards. On January 30, 2026, the company withheld 13,590 and 8,601 shares of Delta common stock at $65.89 per share in connection with Delta's 2024 and 2025 long-term incentive program awards. After these transactions, Bastian directly beneficially owned 610,632 shares of Delta common stock. The transactions were approved by the Board’s Personnel & Compensation Committee and are described as exempt under Section 16(b) rules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bastian Edward H

(Last) (First) (Middle)

C/O DELTA AIR LINES, INC., DEPT. 981

1030 DELTA BLVD.

(Street)

ATLANTA GA 30354

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DELTA AIR LINES, INC. [ DAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026(1)		F		13,590(1)	D	$65.89	619,233	D
Common Stock	01/30/2026(2)		F		8,601(2)	D	$65.89	610,632	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld for payment of tax liability upon vesting of a portion of the restricted stock award granted on February 7, 2024 under Delta's 2024 long-term incentive program. This withholding was approved by the Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e). In light of the restricted common stock vesting date (Sunday, February 1, 2026) occurring on a weekend, the number of shares withheld for payment of tax liability was based upon Delta's closing stock price on Friday, January 30, 2026, the immediately preceding business day.

2. Shares withheld for payment of tax liability upon vesting of a portion of the restricted stock award granted on February 5, 2025 under Delta's 2025 long-term incentive program. This withholding was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e). In light of the restricted common stock vesting date (Sunday, February 1, 2026) occurring on a weekend, the number of shares withheld for payment of tax liability was based upon Delta's closing stock price on Friday, January 30, 2026, the immediately preceding business day.

	/s/ Alan T. Rosselot as attorney-in-fact for Edward H. Bastian	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did DAL CEO Edward Bastian report in this Form 4 filing?

Edward Bastian reported routine share withholdings for taxes on vesting restricted stock. Delta withheld 13,590 and 8,601 common shares on January 30, 2026, related to 2024 and 2025 long-term incentive awards, at a price of $65.89 per share.

How many Delta (DAL) shares were withheld to cover taxes?

Delta withheld 13,590 and 8,601 common shares to cover tax liabilities on restricted stock vesting. Both tax withholdings used Delta’s January 30, 2026 closing price of $65.89 per share, the business day before the February 1, 2026 vesting date.

How many DAL shares does Edward Bastian own after these transactions?

After the reported tax-withholding transactions, Edward Bastian directly beneficially owned 610,632 shares of Delta common stock. This figure reflects his holdings following both January 30, 2026 withholding events tied to the 2024 and 2025 long-term incentive program awards.

What is transaction code F in the Delta (DAL) Form 4?

Transaction code F indicates shares were withheld to pay taxes on a stock award. In this case, Delta withheld common shares from Edward Bastian’s restricted stock vesting instead of requiring separate cash payment of the associated tax liability.

Were the DAL CEO’s tax-withholding transactions approved and exempt under SEC rules?

Yes. The Personnel & Compensation Committee of Delta’s Board approved both tax-withholding transactions. They are described as exempt from Section 16(b) of the Securities Exchange Act under Rules 16b-3(d)(1) and 16b-3(e), which cover board-approved equity compensation actions.

Which Delta incentive programs are linked to these Form 4 transactions?

The transactions relate to Delta’s 2024 and 2025 long-term incentive programs. Shares were withheld when restricted stock awards granted on February 7, 2024, and February 5, 2025 vested around February 1, 2026, triggering tax obligations satisfied via share withholding.