HAUENSTEIN GLEN W 4

What Happened

• Glen W. Hauenstein, President of Delta Air Lines (DAL), had a total of 11,418 shares withheld to satisfy tax liabilities when portions of his restricted stock vested. The withholdings consisted of 7,251 shares (7,251 x $65.89 = $477,768) and 4,167 shares (4,167 x $65.89 = $274,564), for a combined value of approximately $752,332. These were tax-withholding dispositions (transaction code F), not open-market sales.

Key Details

• Transaction date used for pricing: January 30, 2026; price used: $65.89 (Delta’s closing price that day).
• Individual withholdings: 7,251 shares ($477,768) and 4,167 shares ($274,564).
• Origin of awards: withholding related to RSU vesting from grants dated Feb 7, 2024 (F1) and Feb 5, 2025 (F2).
• Committee approval & exemption: Withholdings were approved by Delta’s Personnel & Compensation Committee and are exempt from Section 16(b) under Rules 16b-3(d)(1) and 16b-3(e).
• Vesting timing note: The RSU vesting date was Feb 1, 2026 (a Sunday), so the withholding amount was based on the prior business day’s close (Jan 30, 2026).
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Filing timeliness: Form 4 was filed Feb 3, 2026; this is within the two-business-day filing window following the Jan 30, 2026 transaction date (timely).

Context

• These transactions are tax-withholding dispositions tied to RSU vesting (code F). They are routine administrative actions to cover tax liability and are not the same as an open-market sale that might signal a change in sentiment. Committee approval and the Section 16(b) exemptions are standard for such withholding on executive equity awards.