Delta (NYSE: DAL) officer stock withheld to cover tax liabilities

Rhea-AI Filing Summary

Delta Air Lines Chief External Affairs Officer Peter W. Carter reported share withholdings tied to restricted stock vesting. On January 30, 2026, Delta withheld 3,288 shares of common stock at $65.89 per share to cover tax liabilities from a 2024 long‑term incentive award.

On the same date, Delta also withheld 2,796 shares at $65.89 related to a 2025 long‑term incentive award. After these tax-related withholdings, Carter directly beneficially owned 171,058 shares of Delta common stock. The Personnel & Compensation Committee approved these transactions, which are described as exempt under specific Section 16(b) rules.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Carter Peter W

Role Chief External Affairs Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,288	$65.89	$217K
Tax Withholding	Common Stock	2,796	$65.89	$184K

Holdings After Transaction: Common Stock — 173,854 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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)
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		3,288(1)	D	$65.89	173,854	D
Common Stock	01/30/2026(2)		F		2,796(2)	D	$65.89	171,058	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 Peter W. Carter	02/03/2026
	** 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 transaction did Delta (DAL) report for Peter W. Carter?

Delta reported that Chief External Affairs Officer Peter W. Carter had Delta common shares withheld to cover tax liabilities arising from vesting restricted stock awards. These were administrative, tax-related withholdings rather than open-market sales, and followed the vesting of long-term incentive program awards.

How many Delta (DAL) shares were withheld for taxes in this Form 4?

A total of 3,288 Delta common shares and 2,796 Delta common shares were withheld on January 30, 2026. Both blocks were withheld at a price of $65.89 per share to satisfy tax obligations from separate restricted stock awards.

What price per share was used for the Delta (DAL) tax withholding?

Delta used a price of $65.89 per share to determine the number of shares withheld for taxes. This price reflected Delta’s closing stock price on Friday, January 30, 2026, the business day immediately preceding the Sunday vesting date of the restricted stock.

How many Delta (DAL) shares does Peter W. Carter own after this transaction?

Following the reported tax-withholding transactions, Peter W. Carter beneficially owned 171,058 shares of Delta common stock directly. This figure reflects his holdings after the company withheld shares tied to the vesting of his long-term incentive restricted stock awards.

Why are the Delta (DAL) share withholdings described as exempt under Section 16(b)?

The withholdings are described as exempt because they were approved by Delta’s Personnel & Compensation Committee and fall under Rules 16b-3(d)(1) and 16b-3(e). These rules provide exemptions for certain board-approved transactions tied to employee benefit or incentive plans, including tax-withholding events.

Which incentive programs are involved in Peter W. Carter’s Delta (DAL) Form 4?

The Form 4 references restricted stock awards granted under Delta’s 2024 and 2025 long-term incentive programs. Shares were withheld for tax payment upon vesting of portions of awards granted on February 7, 2024 and February 5, 2025, as those restricted shares vested in early 2026.