Delta Air Lines (NYSE: DAL) president uses shares to cover taxes

Rhea-AI Filing Summary

Delta Air Lines President Glen W. Hauenstein reported automatic share withholding to cover taxes on vested restricted stock. On January 30, 2026, 7,251 shares of common stock were withheld at $65.89 per share, leaving 190,096 shares beneficially owned. A second withholding on the same date covered 4,167 shares at $65.89, leaving 185,929 shares beneficially owned.

The shares relate to restricted stock awards granted under Delta’s 2024 and 2025 long-term incentive programs. The Personnel & Compensation Committee approved the tax withholding and it is exempt from Section 16(b) under Rules 16b-3(d)(1) and 16b-3(e). Because the vesting date fell on Sunday, February 1, 2026, Delta’s January 30, 2026 closing price was used.

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^*

HAUENSTEIN GLEN 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)
	President

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		7,251(1)	D	$65.89	190,096	D
Common Stock	01/30/2026(2)		F		4,167(2)	D	$65.89	185,929	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 Glen W. Hauenstein	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 insider transaction did DAL President Glen Hauenstein report?

Delta Air Lines President Glen Hauenstein reported share withholding to cover tax on vested restricted stock. Two transactions on January 30, 2026 withheld 7,251 and 4,167 common shares, rather than open-market sales, in connection with long-term incentive awards.

Were Glen Hauensteins DAL shares sold on the open market?

No, the shares were withheld by Delta to satisfy tax liabilities on vesting restricted stock. This is an administrative transaction under the companys long-term incentive programs, approved by the board committee, and exempt from short-swing profit rules under Section 16(b).

At what price were Glen Hauensteins DAL shares withheld?

Both withholding transactions used a price of $65.89 per Delta share. Because the vesting date fell on Sunday, February 1, 2026, the company based the tax withholding on Deltas closing stock price from Friday, January 30, 2026.

How many DAL shares does Glen Hauenstein own after the reported transactions?

After the reported tax-withholding transactions, Glen Hauenstein beneficially owned 190,096 Delta common shares in one line and 185,929 in another. These figures reflect remaining holdings following the automatic share withholding tied to his restricted stock awards.

What compensation programs are linked to the DAL insider transactions?

The transactions relate to restricted stock awards granted under Deltas 2024 and 2025 long-term incentive programs. Shares were withheld upon vesting of portions of those awards to cover tax obligations, as approved by the Personnel & Compensation Committee of the board.

Why are Glen Hauensteins DAL transactions exempt from Section 16(b)?

The share withholding was approved by Deltas Personnel & Compensation Committee and qualifies under Rules 16b-3(d)(1) and 16b-3(e). That treatment exempts these tax-withholding transactions from Section 16(b) short-swing profit recovery rules that typically apply to insider trades.