Sear Steven M 4
Accession 0001683168-26-000715
Filed
Feb 2, 7:00 PM ET
Accepted
Feb 3, 4:30 PM ET
Size
7.9 KB
Accession
0001683168-26-000715
Research Summary
AI-generated summary of this filing
Delta Air Lines EVP Steven M. Sear Sells Shares to Cover Taxes
What Happened
Steven M. Sear, EVP — Global Sales & Distribution at Delta Air Lines (DAL), had a total of 4,871 shares withheld/disposed to cover tax liabilities on vested restricted stock awards. On 2026-01-30, 3,078 shares were withheld at $65.89 each ($202,809) and 1,793 shares were withheld at $65.89 each ($118,141), for a combined value of about $320,950. These transactions are tax-withholding dispositions (F) tied to RSU vesting, not open-market discretionary sales.
Key Details
- Transaction date: 2026-01-30; price per share: $65.89.
- Shares withheld/disposed: 3,078 (F1) and 1,793 (F2); total 4,871 shares; total value ≈ $320,950.
- Footnotes: F1 relates to RSUs granted Feb 7, 2024; F2 relates to RSUs granted Feb 5, 2025. Withholding was approved by the Personnel & Compensation Committee and is exempt under Rules 16b-3(d)(1) and 16b-3(e). Because the vesting date fell on Sunday Feb 1, 2026, the withholding used Delta’s closing price on the prior business day (Jan 30, 2026).
- Shares owned after the transaction: not specified in the provided filing.
- Filing: Form 4 filed 2026-02-03. Because Form 4s are generally due within two business days of the transaction (Jan 30 → due by Feb 2), this filing appears one business day late.
Context
These were "sell-to-cover" tax-withholding transactions tied to RSU vesting (code F), a routine administrative action that does not necessarily indicate any change in the insider’s view of the company. The withholding was committee-approved and exempt from Section 16(b) short-swing liability under the cited rules.
Insider Transaction Report
- Tax Payment
Common Stock
[F1]2026-01-30$65.89/sh−3,078$202,809→ 94,427 total - Tax Payment
Common Stock
[F2]2026-01-30$65.89/sh−1,793$118,141→ 92,634 total
Footnotes (2)
- [F1]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.
- [F2]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.
Signature
Documents
Issuer
DELTA AIR LINES, INC.
CIK 0000027904
Related Parties
1- filerCIK 0001666169
Filing Metadata
- Form type
- 4
- Filed
- Feb 2, 7:00 PM ET
- Accepted
- Feb 3, 4:30 PM ET
- Size
- 7.9 KB