Delta Air Lines (NYSE: DAL) EVP reports tax share withholding

Rhea-AI Filing Summary

Delta Air Lines EVP Steven M. Sear reported routine share withholding tied to restricted stock vesting. On January 30, 2026, 3,078 and 1,793 shares of common stock were withheld at $65.89 per share to cover tax liabilities on awards granted in 2024 and 2025. The vesting date fell on Sunday, February 1, 2026, so Delta used the prior business day’s closing price. After these transactions, Sear directly owned 92,634 shares of Delta common stock.

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^*

Sear Steven M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Global Sales & Distrib

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		3,078(1)	D	$65.89	94,427	D
Common Stock	01/30/2026(2)		F		1,793(2)	D	$65.89	92,634	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 Steven M. Sear	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 Delta (DAL) EVP Steven M. Sear report on this Form 4?

He reported routine withholding of Delta common shares to cover tax liabilities from restricted stock vesting. Two transactions on January 30, 2026 used share withholding rather than cash, reflecting typical administrative handling of equity compensation taxes.

How many Delta (DAL) shares were withheld and at what price?

A total of 3,078 shares and 1,793 shares of Delta common stock were withheld. Both withholdings used a price of $65.89 per share, matching Delta’s closing stock price on January 30, 2026, the business day before the stated vesting date.

Why were Delta (DAL) shares withheld from Steven M. Sear’s awards?

Shares were withheld to pay tax liabilities arising when portions of his restricted stock awards vested. This applied to awards granted under Delta’s 2024 and 2025 long-term incentive programs and was approved by the Personnel & Compensation Committee of the Board.

How many Delta (DAL) shares does Steven M. Sear own after these transactions?

Following the reported withholding transactions, Steven M. Sear directly owned 92,634 shares of Delta common stock. The transactions did not reflect open-market sales but an administrative share reduction to satisfy tax obligations associated with vested restricted stock.

Were these Delta (DAL) transactions exempt under Section 16(b)?

Yes. The withholding transactions are described as exempt from Section 16(b) under Rules 16b-3(d)(1) and 16b-3(e). They were approved by Delta’s Personnel & Compensation Committee, reflecting standard treatment for tax withholding on long-term incentive equity awards.