Laughter John E 4

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.