Bastian Edward H 4

4 · DELTA AIR LINES, INC. · Filed Feb 6, 2026

AI-generated summary of this filing

Updated Feb 7, 2026

Delta (DAL) CEO Ed Bastian Receives Awards; Shares Withheld for Taxes

What Happened

Delta CEO Edward H. Bastian was granted/received equity on Feb 4, 2026: 70,210 restricted common shares (new award) and 1,419,450 shares delivered upon vesting of Performance Restricted Stock Units (PRSUs). Simultaneously, 636,844 shares were withheld (disposed) to cover tax liabilities at $70.86 per share, totaling $45,126,766. The grants and withholding were approved by Delta’s Personnel & Compensation Committee.

Key Details

Transaction dates: February 4, 2026; Form 4 filed Feb 6, 2026 (timely filing).
Acquisition entries: 70,210 restricted shares (grant) and 1,419,450 shares from PRSU vesting (both reported as "A" — award/acquisition).
Disposition entry: 636,844 shares withheld to satisfy tax withholding at $70.86/share for $45,126,766 (reported as "F" — payment of tax liability).
Shares owned after transaction: not disclosed in the provided filing details.
Footnotes: F1 — 70,210 RSAs granted under 2026 LTIP (vesting terms apply); F2 — 1,419,450 shares from certification of 2023 PRSUs; F3 — 636,844 shares withheld to cover taxes. Awards and withholding are reported as exempt under Rule 16b-3 per the filing.

Context

This was primarily an awards/vesting event (not an open-market sale). The 636,844-share disposition was a withholding to satisfy payroll/tax obligations upon PRSU settlement (a common, administrative transaction), not a liquidity-driven open-market sale. The filing shows committee approval and Rule 16b-3 exemptions for these equity actions.

Form 4

Period: 2026-02-04

DirectorChief Executive Officer

Transactions

Award
Common Stock
[F1]
2026-02-04+70,210→ 680,842 total
Award
Common Stock
[F2]
2026-02-04+1,419,450→ 2,100,292 total
Tax Payment
Common Stock
[F3]
2026-02-04$70.86/sh−636,844$45,126,766→ 1,463,448 total

Footnotes (3)

[F1]The Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") granted Mr. Bastian 70,210 shares of restricted common stock under Delta's 2026 long-term incentive program. The shares will vest pursuant to the terms of the award agreement. This grant was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") under Rule 16b-3(d)(1).
[F2]Shares earned pursuant to vesting of Performance Restricted Stock Units ("PRSUs") granted under Delta's 2023 long-term incentive program, upon certification by the Committee on February 4, 2026 of Delta's satisfaction of certain performance criteria specified for the award at time of grant. This grant was approved by the Committee and is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d)(1).
[F3]Shares withheld for payment of tax liability upon settlement of the PRSUs granted under Delta's 2023 long-term incentive program. This withholding was approved by the Committee and is exempt from Section 16(b) of the Exchange Act under Rules 16b-3(d)(1) and 16b-3(e).

Signature

/s/ Alan T. Rosselot, as attorney-in-fact for Edward H. Bastian|2026-02-06

1 file