DELTA AIR LINES, INC.·4

Feb 6, 7:34 PM ET

HAUENSTEIN GLEN W 4

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

Research Summary

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Delta (DAL) President Glen W. Hauenstein Receives PRSU Award and Sells Shares

What Happened
Glen W. Hauenstein, President of Delta Air Lines (DAL), had 741,030 Performance Restricted Stock Units (PRSUs) vest on Feb 4, 2026 (reported as an award/acquisition). To cover taxes on the settlement, 330,056 shares were withheld at an implied value of $70.86 per share (totaling $23,387,768). The next day (Feb 5, 2026) he sold an additional 13,576 shares in the open market at $71.00 per share for proceeds of $963,896. Combined proceeds from the withheld shares and the open‑market sale equal approximately $24,351,664. The award and the withholding were approved by Delta’s Personnel & Compensation Committee and are described as exempt under Rule 16b‑3.

Key Details

  • Transaction dates: Feb 4, 2026 (award vesting and tax withholding); Feb 5, 2026 (open‑market sale). Form 4 filed Feb 6, 2026.
  • Award: 741,030 PRSU shares vested (code A). Acquisition price: N/A (vested award).
  • Tax withholding (code F): 330,056 shares withheld at $70.86 — $23,387,768.
  • Open‑market sale (code S): 13,576 shares sold at $71.00 — $963,896.
  • Total shares disposed (withheld + sold): 343,632; total proceeds ~ $24.35M.
  • Footnotes: F1 = PRSUs vested upon Committee certification of performance; F2 = shares withheld to satisfy tax withholding; both actions noted as exempt under Rule 16b‑3(d)(1) and 16b‑3(e).
  • Shares owned after the transactions: not specified in the provided filing excerpt.
  • Filing timeliness: Form 4 filed Feb 6, 2026 for Feb 4/5 transactions — appears to be filed within the normal two‑business‑day window.

Context
This was not a purchase: the primary event was vesting of PRSUs (a compensation award), with shares withheld to satisfy tax obligations and a small additional open‑market sale. Tax withholding on vested equity and subsequent small sales are common and routine forms of disposition to cover tax liabilities; they do not, by themselves, indicate management’s market view.

Insider Transaction Report

Form 4
Period: 2026-02-04
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-04+741,030926,959 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-04$70.86/sh330,056$23,387,768596,903 total
  • Sale

    Common Stock

    2026-02-05$71.00/sh13,576$963,896583,327 total
Footnotes (2)
  • [F1]Shares earned pursuant to vesting of Performance Restricted Stock Units ("PRSUs") granted under Delta's 2023 long-term incentive program, upon certification by the Personnel & Compensation Committee of Delta's Board of Directors (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 Securities Exchange Act of 1934 (the "Exchange Act") under Rule 16b-3(d)(1).
  • [F2]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 Glen W. Hauenstein|2026-02-06

Documents

1 file
  • 4
    ownership.xmlPrimary