Sear Steven M 4

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.