Delta (NYSE: DAL) EVP uses share withholding to cover tax on awards

Rhea-AI Filing Summary

Delta Air Lines EVP & Chief Information Officer Rahul D. Samant reported routine tax-related share withholdings tied to vesting of restricted stock awards. On January 30, 2026, the company withheld 4,309 and 2,510 shares of common stock, each at $65.89 per share, to cover tax liabilities from Delta’s 2024 and 2025 long-term incentive program awards. After these transactions, Samant directly held 31,937 and then 29,427 shares of common stock. The Personnel & Compensation Committee approved the withholdings, which are exempt from Section 16(b) under Rules 16b-3(d)(1) and 16b-3(e). Because the actual vesting date fell on Sunday, February 1, 2026, Delta used the closing stock price from Friday, January 30, 2026 to determine the number of shares withheld.

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^*

Samant Rahul D

(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 & Chief Info 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		4,309(1)	D	$65.89	31,937	D
Common Stock	01/30/2026(2)		F		2,510(2)	D	$65.89	29,427	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 Rahul D. Samant	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did DAL executive Rahul D. Samant report?

Rahul D. Samant reported share withholdings to pay taxes on restricted stock vesting. On January 30, 2026, Delta withheld 4,309 and 2,510 common shares, each at $65.89, related to its 2024 and 2025 long-term incentive program awards.

How many Delta (DAL) shares does Rahul D. Samant hold after this Form 4?

After the reported tax withholdings, Rahul D. Samant directly owned 29,427 Delta common shares. The filing shows holdings of 31,937 shares after the first withholding and 29,427 shares after the second, reflecting both tax-related transactions on January 30, 2026.

Why were DAL shares withheld from Rahul D. Samant’s awards?

Shares were withheld to cover tax liabilities arising from vesting of restricted stock awards. The awards were granted under Delta’s 2024 and 2025 long-term incentive programs, and the Personnel & Compensation Committee approved the tax-withholding transactions as described in the Form 4 footnotes.

What price was used to calculate Delta (DAL) share withholdings for taxes?

Delta used a $65.89 per share closing price on January 30, 2026. Because the restricted stock vesting date fell on Sunday, February 1, 2026, the company relied on the immediately preceding business day’s closing stock price to determine the number of shares withheld.

Are Rahul D. Samant’s DAL tax-withholding transactions exempt from Section 16(b)?

Yes, the tax-withholding transactions are described as exempt from Section 16(b). The filing states they were approved by Delta’s Personnel & Compensation Committee and qualify for exemption under Rules 16b-3(d)(1) and 16b-3(e) of the Securities Exchange Act of 1934.

Which Delta incentive programs are involved in this DAL Form 4?

The transactions relate to Delta’s 2024 and 2025 long-term incentive programs. Shares were withheld upon vesting of restricted stock awards granted on February 7, 2024 and February 5, 2025, with both vestings leading to tax-related withholdings on January 30, 2026.