Delta CEO Bastian gets stock awards, tax withholding

Delta Air Lines Chief Executive Officer Edward H. Bastian reported equity compensation and related tax withholding transactions.

Rhea-AI Filing Summary

Delta Air Lines Chief Executive Officer Edward H. Bastian reported equity compensation and related tax withholding transactions. On February 4, 2026, he received 70,210 shares of restricted common stock under Delta’s 2026 long‑term incentive program, which will vest under the award terms.

On the same date, 1,419,450 shares of common stock were earned from vesting of Performance Restricted Stock Units granted under the 2023 long‑term incentive program, following certification that performance criteria were met. To cover tax liabilities on the PRSU settlement, 636,844 shares were withheld at $70.86 per share. After these transactions, Bastian directly owned 1,463,448 shares of Delta common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bastian Edward H

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	70,210	$0.00	$0.00
Grant/Award	Common Stock	1,419,450	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	636,844	$70.86	$45.13M

Holdings After Transaction: Common Stock — 1,463,448 shares (Direct)

Footnotes (3)

1. F1. The Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") granted Mr. Bastian 70,210 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. F2. 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. F3. 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).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did DAL CEO Edward Bastian report on February 4, 2026?

Edward H. Bastian reported multiple equity transactions on February 4, 2026. He received 70,210 restricted shares, 1,419,450 shares from vested PRSUs, and had 636,844 shares withheld at $70.86 per share for taxes, leaving him with 1,463,448 Delta shares.

How many Delta (DAL) restricted shares were granted to CEO Edward Bastian?

Edward Bastian was granted 70,210 shares of restricted common stock under Delta’s 2026 long-term incentive program. These shares will vest according to the award agreement and were approved by the Personnel & Compensation Committee under Rule 16b-3(d)(1) of the Exchange Act.

What are the details of the DAL Performance Restricted Stock Units that vested for the CEO?

Bastian earned 1,419,450 Delta common shares from vesting of Performance Restricted Stock Units granted under the 2023 long-term incentive program. Vesting followed Committee certification on February 4, 2026 that specified performance criteria were satisfied, and the award is exempt under Rule 16b-3(d)(1).

Why were 636,844 Delta (DAL) shares withheld from Edward Bastian?

Delta withheld 636,844 shares from Edward Bastian to pay tax liabilities arising from the settlement of his 2023 PRSUs. These shares were valued at $70.86 each, and the withholding was approved by the Committee under Exchange Act Rules 16b-3(d)(1) and 16b-3(e).

How many Delta (DAL) shares does CEO Edward Bastian own after these transactions?

Following the reported transactions, Edward Bastian directly owned 1,463,448 shares of Delta common stock. This figure reflects the addition of restricted and PRSU shares and the simultaneous withholding of 636,844 shares for tax obligations at $70.86 per share.

Are Edward Bastian’s Delta (DAL) equity awards exempt from Section 16(b) short-swing profit rules?

Yes. The restricted stock grant and PRSU-related share issuance, plus the tax withholding, were each approved by Delta’s Personnel & Compensation Committee and are described as exempt from Section 16(b) under Exchange Act Rules 16b-3(d)(1) and, for withholding, 16b-3(e).

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Accepted by SEC EDGAR 02/06/2026 - 07:31 PM Learn about SEC filing dates

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^*

Bastian Edward H

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		70,210(1)	A	(1)	680,842	D
Common Stock	02/04/2026		A		1,419,450(2)	A	(2)	2,100,292	D
Common Stock	02/04/2026		F		636,844(3)	D	$70.86	1,463,448	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. Bastian 70,210 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 Edward H. Bastian	02/06/2026
	** 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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