Delta (DAL) EVP Esposito reports tax share withholdings from incentive stock vesting

Rhea-AI Filing Summary

Delta Air Lines EVP & Chief Commercial Officer Joseph James Esposito reported routine share withholding tied to restricted stock vesting. On January 30, 2026, Delta withheld 1,355, 1,348, and 821 shares of common stock, each at $65.89 per share, to cover tax liabilities on portions of long‑term incentive awards granted in 2023, 2024, and 2025. After these non‑open‑market transactions (coded "F"), Esposito directly held 18,152 Delta shares. The Personnel & Compensation Committee approved the withholding, which is noted as exempt from certain short‑swing profit rules under Section 16(b).

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^*

Esposito Joseph James

(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)
	EVP & Chief Commercial 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		1,355(1)	D	$65.89	20,321	D
Common Stock	01/30/2026(2)		F		1,348(2)	D	$65.89	18,973	D
Common Stock	01/30/2026(3)		F		821(3)	D	$65.89	18,152	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 8, 2023 under Delta's 2023 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 7, 2024 under Delta's 2024 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.

3. 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 Joseph James Esposito	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 Joseph James Esposito?

Delta reported that EVP & Chief Commercial Officer Joseph James Esposito had shares withheld to cover taxes on restricted stock vesting. Three blocks of common stock were withheld on January 30, 2026, as part of long-term incentive awards granted in 2023, 2024, and 2025.

How many Delta (DAL) shares were withheld for Joseph Esposito’s tax obligations?

Delta withheld three blocks of common stock for Joseph Esposito’s tax liabilities: 1,355 shares, 1,348 shares, and 821 shares. Each withholding relates to a different restricted stock award granted under Delta’s 2023, 2024, and 2025 long-term incentive programs, respectively.

At what price were Delta (DAL) shares valued for Joseph Esposito’s tax withholding?

Each tranche of withheld Delta common stock was valued at $65.89 per share. The number of shares withheld for tax payment was based on Delta’s closing stock price on Friday, January 30, 2026, because the vesting date fell on Sunday, February 1, 2026.

How many Delta (DAL) shares does Joseph Esposito own after the reported transactions?

Following the reported tax-withholding transactions, Joseph James Esposito directly beneficially owned 18,152 shares of Delta common stock. This figure reflects his remaining holdings after shares were withheld to satisfy tax liabilities associated with vesting restricted stock awards.

Were Joseph Esposito’s Delta (DAL) share withholdings exempt from Section 16(b) rules?

Yes. The share withholdings for Joseph Esposito’s tax obligations were approved by Delta’s Personnel & Compensation Committee and are stated as exempt from Section 16(b) of the Securities Exchange Act under Rules 16b-3(d)(1) and 16b-3(e), covering board-approved compensation transactions.

What compensation programs do the Delta (DAL) restricted stock awards relate to?

The restricted stock awards underlying the tax withholdings come from Delta’s long-term incentive programs. They were granted on February 8, 2023, February 7, 2024, and February 5, 2025, and represent multi-year equity compensation for Joseph Esposito as EVP & Chief Commercial Officer.