DELTA AIR LINES, INC.·4

Feb 3, 4:30 PM ET

Sear Steven M 4

Research Summary

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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.