Delta (DAL) officer nets 448,744 shares after PRSU vesting

Rhea-AI Filing Summary

Delta Air Lines reported equity compensation changes for Chief External Affairs Officer Peter W. Carter. On February 4, 2026, he received 18,350 shares of restricted common stock under Delta's 2026 long-term incentive program, which will vest under an award agreement.

On the same date, 467,610 shares were delivered upon vesting of Performance Restricted Stock Units from the 2023 long-term incentive program after the board committee certified Delta met required performance goals. To cover related tax liabilities, 208,274 shares were withheld at $70.86 per share. After these transactions, Carter beneficially owned 448,744 shares of Delta common stock directly.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Carter Peter W

(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)
	Chief External Affairs Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		A		18,350(1)	A	(1)	189,408	D
Common Stock	02/04/2026		A		467,610(2)	A	(2)	657,018	D
Common Stock	02/04/2026		F		208,274(3)	D	$70.86	448,744	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. The Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") granted Mr. Carter 18,350 shares of restricted common stock under Delta's 2026 long-term incentive program. The shares will vest pursuant to the terms of the award agreement. This grant was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") under Rule 16b-3(d)(1).

2. Shares earned pursuant to vesting of Performance Restricted Stock Units ("PRSUs") granted under Delta's 2023 long-term incentive program, upon certification by the Committee on February 4, 2026 of Delta's satisfaction of certain performance criteria specified for the award at time of grant. This grant was approved by the Committee and is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d)(1).

3. Shares withheld for payment of tax liability upon settlement of the PRSUs granted under Delta's 2023 long-term incentive program. This withholding was approved by the Committee and is exempt from Section 16(b) of the Exchange Act under Rules 16b-3(d)(1) and 16b-3(e).

	/s/ Alan T. Rosselot, as attorney-in-fact for Peter W. Carter	02/06/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider stock transactions did Delta Air Lines (DAL) report for Peter W. Carter?

Delta Air Lines reported multiple equity transactions for Peter W. Carter on February 4, 2026. He received restricted stock, had performance stock units vest into shares, and had some of those shares withheld to cover tax obligations tied to the equity awards.

How many Delta (DAL) restricted shares were granted to Peter W. Carter in 2026?

Peter W. Carter received 18,350 shares of restricted common stock in 2026. The grant came under Delta’s 2026 long-term incentive program, approved by the Personnel & Compensation Committee, and will vest according to the terms set out in the underlying award agreement.

What are the details of the Performance Restricted Stock Units (PRSUs) that vested for DAL’s Peter W. Carter?

467,610 shares were earned from vesting PRSUs granted under Delta’s 2023 long-term incentive program. Vesting occurred after the board committee certified on February 4, 2026 that Delta satisfied specific performance criteria established when the award was originally granted.

Why were some Delta (DAL) shares withheld from Peter W. Carter’s Form 4 transaction?

208,274 Delta shares were withheld to pay tax liabilities on the PRSU settlement. These shares were withheld at a price of $70.86 per share, reflecting a tax payment mechanism rather than an open-market sale initiated by the executive.

How many Delta Air Lines (DAL) shares does Peter W. Carter own after these transactions?

After the reported February 4, 2026 transactions, Peter W. Carter beneficially owned 448,744 Delta shares directly. This figure reflects the combination of new restricted stock, vested PRSUs received, and shares withheld to satisfy associated tax obligations.

Are Peter W. Carter’s Delta (DAL) equity awards exempt from Section 16(b) short-swing profit rules?

The reported grants, vesting, and tax withholding are described as exempt from Section 16(b). The filing cites Rule 16b-3(d)(1) and Rule 16b-3(e), based on approval by Delta’s Personnel & Compensation Committee overseeing the long-term incentive programs.