Delta (DAL) EVP Steven M. Sear reports equity awards and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Delta Air Lines executive Steven M. Sear reported equity compensation and related tax withholding transactions in Delta common stock. On February 4, 2026, he received 11,770 shares of restricted stock under Delta's 2026 long-term incentive program, which will vest under the award terms. He also acquired 69,600 shares earned from the vesting of performance restricted stock units granted under the 2023 long-term incentive program, following the committee’s certification of performance. To cover tax liabilities from the PRSU settlement, 31,000 shares were withheld at a price of $70.86 per share. After these transactions, Sear directly beneficially owned 143,004 shares of Delta common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sear Steven M

Role EVP - Global Sales & Distrib

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,770	$0.00	--
Grant/Award	Common Stock	69,600	$0.00	--
Tax Withholding	Common Stock	31,000	$70.86	$2.20M

Holdings After Transaction: Common Stock — 104,404 shares (Direct)

Footnotes (1)

The Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") granted Mr. Sear 11,770 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). 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). 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).

Form 4 Insider Transactions: What Each Field Means →

02/06/2026 - 07:36 PM

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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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^*

Sear Steven M

(Last)

(First)

(Middle)

C/O DELTA AIR LINES, INC.

DEPT. 981, 1030 DELTA BLVD.

(Street)

ATLANTA

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 - Global Sales & Distrib

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/04/2026		A		11,770⁽¹⁾	A	⁽¹⁾	104,404	D
Common Stock	02/04/2026		A		69,600⁽²⁾	A	⁽²⁾	174,004	D
Common Stock	02/04/2026		F		31,000⁽³⁾	D	$70.86	143,004	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") granted Mr. Sear 11,770 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 Steven M. Sear	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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Delta (DAL) EVP Steven M. Sear report?

Steven M. Sear reported stock-based compensation and tax withholding transactions. He received restricted stock and shares from performance units vesting, and had shares withheld to cover taxes, resulting in a direct holding of 143,004 Delta common shares after the transactions.

How many Delta (DAL) shares did Steven M. Sear receive as restricted stock?

He received 11,770 shares of restricted common stock under Delta’s 2026 long-term incentive program. These shares were granted by the Personnel & Compensation Committee and will vest according to the terms of the related award agreement approved for this grant.

What are the performance-based shares reported by Delta (DAL) executive Steven M. Sear?

Sear acquired 69,600 Delta common shares earned from vesting of Performance Restricted Stock Units granted under the 2023 long-term incentive program, after the committee certified Delta met the specified performance criteria on February 4, 2026 for that award.

Why were 31,000 Delta (DAL) shares withheld from Steven M. Sear?

31,000 shares of Delta common stock were withheld to satisfy tax liabilities arising from settlement of Sear’s performance restricted stock units. The withholding was approved by the Personnel & Compensation Committee and treated as exempt under the applicable Exchange Act Section 16 rules.

How many Delta (DAL) shares does Steven M. Sear own after these transactions?

Following the reported transactions, Steven M. Sear directly beneficially owned 143,004 shares of Delta common stock. This figure reflects the restricted stock grant, PRSU vesting shares, and the 31,000 shares withheld to cover associated tax obligations on the equity compensation.

Were Steven M. Sear’s Delta (DAL) stock awards approved under a company program?

Yes. Both the 11,770 restricted shares and the 69,600 shares from PRSU vesting were granted under Delta’s long-term incentive programs, approved by the Personnel & Compensation Committee and structured to qualify for exemptions under Exchange Act Section 16(b) Rule 16b-3.