Delta Air Lines Form 4: Sergio Rial Receives 4,240-Share Award

Rhea-AI Filing Summary

Form 4 overview: On 23-Jun-2025 Delta Air Lines (DAL) filed a Form 4 disclosing two insider transactions by director Sergio Rial.

• 18-Jun-2025: 1,212 shares were withheld (Code F) at $47.56 to cover taxes on a 2024 restricted-stock vesting; transaction approved by the Personnel & Compensation Committee and exempt under Rule 16b-3.
• 20-Jun-2025: 4,240 restricted shares were granted (Code A) as the annual $200,000 equity award to non-employee directors. Because 19-Jun was a federal holiday, the grant date shifted to the next trading day; the award is likewise Rule 16b-3 exempt.

Following these movements Mr. Rial directly owns 36,069 DAL shares, a net increase of 3,028 shares (≈9.2%) versus the pre-event balance. No derivative securities were reported.

The filing is routine, compensation-related, and introduces no new information about Delta’s operations, earnings or strategy.

Positive

• Director Sergio Rial acquired 4,240 restricted shares, boosting his stake by 9.2% and modestly enhancing board-shareholder alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director equity grant; negligible valuation impact.

The 4,240-share award, worth about $200k, is standard board compensation and immaterial versus Delta’s multi-billion market cap. Net addition of 3,028 shares increases the director’s stake but involves no open-market buying. Both transactions are Rule 16b-3 exempt, indicating compliance rather than opportunistic trading. Investors should not expect meaningful price movement based on this filing alone.

Corporate Governance Expert

TL;DR: Stock-based pay aligns board and shareholders; no concerns.

Delta continues to remunerate non-employee directors chiefly in equity, supporting alignment with shareholder interests. Grant size and timing follow established policy, and the tax-withholding sale is mechanical. No governance red flags or timing irregularities appear. While positive for incentive alignment, the disclosure is not materially impactful for shareholders.

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

OMB APPROVAL

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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^*

Rial Sergio

(Last) (First) (Middle)

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

1030 DELTA BOULEVARD

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		F		1,212(1)	D	$47.56	31,829	D
Common Stock	06/20/2025		A		4,240(2)	A	(2)	36,069	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 the restricted stock award granted on June 20, 2024. This withholding was approved by the Personnel & Compensation Committee of Delta's Board of Directors and is exempt under Rules 16b-3(d)(1) and 16b-3(e). In light of the restricted common stock vesting date (Thursday, June 19, 2025) occurring on a federal holiday, the number of shares withheld for payment of tax liability was based upon Delta's closing stock price on Wednesday, June 18, 2025, the immediately preceding business day.

2. Non-employee members of Delta's Board of Directors receive an annual restricted stock award valued at $200,000. The shares reported in this Form 4 represent the annual restricted stock award grant to the Reporting Person, as approved by the Board of Directors on June 19, 2025. Because June 19, 2025 was a federal holiday, the grant date for the restricted stock is deemed to be the next trading day (Friday, June 20, 2025) in accordance with Delta's Equity Grant Award Policy. The shares were acquired in a transaction exempt under Rule 16b-3(d)(1).

	/s/ Alan T. Rosselot, as attorney-in-fact for Sergio Rial	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Delta Air Lines (DAL) report on 23-Jun-2025?

Two transactions: 1,212 shares withheld for taxes on 18-Jun-25 and 4,240 restricted shares granted on 20-Jun-25.

How many DAL shares did director Sergio Rial acquire through the 2025 equity grant?

He received 4,240 restricted shares valued at roughly $200,000.

Why were 1,212 DAL shares disposed of on 18-Jun-2025?

They were withheld to pay taxes upon vesting of a 2024 restricted-stock award (Code F).

What is Sergio Rial's total beneficial ownership after the transactions?

He now directly owns 36,069 DAL shares.

Were the transactions open-market or exempt under SEC rules?

Both were Rule 16b-3 exempt; no open-market buying or selling occurred.

Does the Form 4 include any derivative securities?

No, no derivative positions were reported in Table II.