Sear Steven M 4
4 · DELTA AIR LINES, INC. · Filed Feb 6, 2026
Research Summary
AI-generated summary of this filing
Delta (DAL) EVP Steven M. Sear Receives Stock Awards; 31,000 Shares Withheld
What Happened Steven M. Sear, EVP — Global Sales & Distribution at Delta Air Lines (DAL), received stock awards and vested PRSU shares on February 4, 2026, and 31,000 shares were withheld to cover the related tax liability. Specifically, the Committee granted 11,770 restricted shares under Delta’s 2026 long-term incentive program and 69,600 shares were issued upon certification of performance-based PRSU vesting (total = 81,370 shares). Simultaneously, 31,000 shares were withheld/Disposed to satisfy tax withholding at $70.86 per share, totaling $2,196,660.
Key Details
- Transaction date: February 4, 2026; Form 4 filed February 6, 2026 (appears timely under Section 16 filing rules).
- Grants/acquisitions: 11,770 restricted shares (2026 LTI grant) and 69,600 shares from vested 2023 PRSUs (no per-share price applicable).
- Tax withholding/disposition: 31,000 shares withheld at $70.86/share = $2,196,660.
- Shares owned after transaction: Not disclosed in the provided filing excerpt.
- Footnotes: Grants and the PRSU settlement were approved by Delta’s Personnel & Compensation Committee and reported as exempt under Rule 16b-3 (d)(1); the tax withholding was approved and exempt under Rules 16b-3(d)(1) and 16b-3(e).
Context
- The 69,600 shares reflect performance-based PRSUs that vested after the Committee certified attainment of performance criteria — these are compensation, not open-market purchases.
- The 31,000-share “disposition” is a company-approved withholding to cover taxes upon settlement (often called “sell-to-cover” or withholding) rather than an open-market sale by the insider.
- These filings document routine executive compensation actions and tax withholding; they do not, by themselves, indicate a personal purchase or a market-directed sale.
Insider Transaction Report
Form 4
Sear Steven M
EVP - Global Sales & Distrib
Transactions
- Award
Common Stock
[F1]2026-02-04+11,770→ 104,404 total - Award
Common Stock
[F2]2026-02-04+69,600→ 174,004 total - Tax Payment
Common Stock
[F3]2026-02-04$70.86/sh−31,000$2,196,660→ 143,004 total
Footnotes (3)
- [F1]The Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") granted Mr. Sear 11,770 shares of restricted common stock under Delta's 2026 long-term incentive program. The shares will vest pursuant to the terms of the award agreement. 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 earned pursuant to vesting of Performance Restricted Stock Units ("PRSUs") granted under Delta's 2023 long-term incentive program, upon certification by 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 Exchange Act under Rule 16b-3(d)(1).
- [F3]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 Steven M. Sear|2026-02-06