Carter Peter W 4

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

AI-generated summary of this filing

Updated Feb 7, 2026

Delta (DAL) Chief External Affairs Officer Peter Carter Receives Awards

What Happened

Peter W. Carter, Delta Air Lines' Chief External Affairs Officer, received awards on Feb 4, 2026: 18,350 shares of restricted common stock (2026 long‑term incentive) and 467,610 shares delivered upon vesting of 2023 Performance Restricted Stock Units (PRSUs). Those two items total 485,960 shares acquired (grants/settlement; no per‑share price listed).
To satisfy tax withholding on the PRSU settlement, 208,274 shares were withheld/treated as disposed at $70.86 per share, for a reported tax withholding value of $14,758,296.

Key Details

Transaction date: February 4, 2026; Form 4 filed February 6, 2026 (appears timely).
Grants/settlement: 18,350 RSU grant (2026 LTIP) and 467,610 PRSU shares (2023 LTIP performance certification).
Tax withholding (code F): 208,274 shares withheld at $70.86 = $14,758,296.
Shares owned after transaction: not specified in the filing.
Footnotes: F1 = 18,350 RSUs granted under 2026 LTIP; F2 = 467,610 PRSUs vested after Committee certification of performance; F3 = 208,274 shares withheld to pay tax liability. All actions were approved by the Personnel & Compensation Committee and reported as exempt under Rule 16b‑3.

Context

This filing reflects awards and a routine tax‑withholding disposition — not an open‑market sale or purchase of shares. PRSUs vested due to achievement of pre‑set performance goals; withholding of shares to satisfy taxes is common in equity settlements and is coded as a disposition (F).
Awards and vesting indicate compensation/long‑term incentive realization rather than a direct buy/sell signal.

Form 4

Period: 2026-02-04

Chief External Affairs Officer

Transactions

Award
Common Stock
[F1]
2026-02-04+18,350→ 189,408 total
Award
Common Stock
[F2]
2026-02-04+467,610→ 657,018 total
Tax Payment
Common Stock
[F3]
2026-02-04$70.86/sh−208,274$14,758,296→ 448,744 total

Footnotes (3)

[F1]The Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") granted Mr. Carter 18,350 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 Peter W. Carter|2026-02-06

1 file