Sear Steven M 4
4 · DELTA AIR LINES, INC. · Filed Feb 3, 2026
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.