DELTA AIR LINES, INC.·4

Feb 6, 7:35 PM ET

Laughter John E 4

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

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Delta EVP John Laughter Receives 69,600-Share Award

What Happened John E. Laughter, Executive Vice President & Chief of Operations at Delta Air Lines (DAL), was awarded 69,600 shares upon vesting of performance-based restricted stock units (PRSUs) under Delta’s 2023 long-term incentive program on Feb 4, 2026. To cover the tax liability on the award, 31,000 of those shares were withheld at an implied price of $70.86 per share, equal to roughly $2,196,660. The award was certified and approved by Delta’s Personnel & Compensation Committee.

Key Details

  • Transaction date: 2026-02-04.
  • Award: 69,600 shares (PRSUs vested) — code A (award/acquisition).
  • Withholding: 31,000 shares withheld for taxes at $70.86/share (disposed) — code F; proceeds/value ≈ $2,196,660.
  • Shares owned after transaction: Not disclosed in the filing.
  • Footnotes: Vesting certified by the Compensation Committee (F1). Withholding approved by the Committee and treated as tax payment (F2). Both actions are exempt from Section 16(b) under Rule 16b-3(d)(1) (and 16b-3(e) for withholding).
  • Filing timing: Report filed 2026-02-06 for a 2026-02-04 transaction; this appears timely (within the typical 2-business-day reporting window).

Context This was a performance-based equity vesting event, not an open-market purchase or a discretionary sale. The withholding of shares to satisfy taxes is a routine administrative step (not an investor-driven sale) and commonly appears in Form 4s when awards settle. The award’s certification by the Compensation Committee indicates it vested based on meeting pre-set performance criteria.

Insider Transaction Report

Form 4
Period: 2026-02-04
Laughter John E
EVP & Chief of Operations
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-04+69,600147,133 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-04$70.86/sh31,000$2,196,660116,133 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 John E. Laughter|2026-02-06

Documents

1 file
  • 4
    ownership.xmlPrimary