HAUENSTEIN GLEN W 4

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.