Carter Peter W 4

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.