What changed in this filing

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Item 1A. Risk Factors

2026-02-11 compared with 2025-02-11 · 46 added, 41 removed, 157 unchanged (36% of the section changed)

Agreements governing our debt, including our credit facilities and our SkyMiles financing agreements, include financial and other covenants.

Certain of these covenants impose restrictions on our business, and failure to comply with any of the covenants in these agreements could result in events of default.

Certain of these covenants could impose restrictions on our business, and failure to comply with any of the covenants in these agreements could result in events of default.

Our debt agreements, including our credit facilities and our SkyMiles financing agreements, contain various affirmative, negative and financial covenants.

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Our business is labor intensive, utilizing large numbers of pilots, flight attendants, aircraft maintenance technicians, ground support personnel and other personnel.

As of December 31, 2024, 20% of our workforce, primarily pilots, was unionized.

As of December 31, 2025, approximately 20% of our workforce, primarily pilots, was unionized.

Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act, which provides that a collective bargaining agreement between an airline and a labor union does not expire, but instead becomes amendable as of a stated date.

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Our results of operations are impacted by a number of factors including seasonality and changing economic and other conditions beyond our control.

Demand for air travel is typically higher in the June and September quarters, particularly in our international markets, because there is more vacation travel during these periods than during the remainder of the year.

The seasonal shifting of demand causes our financial results to vary on a quarterly basis.

Demand for air travel has historically been higher in the June and September quarters, particularly in our international markets, because there is more vacation travel during these periods than during the remainder of the year.

Seasonal shifting of demand causes our financial results to vary on a quarterly basis.

Changes in the value of our equity investments in other airlines and airline service companies can also be significant and cause fluctuations in our results.

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In particular, passengers can use social media to portray interactions with Delta, without context, in a manner that can be quickly and broadly disseminated.

To the extent we are unable to respond in a timely and appropriate manner to adverse publicity, our brand and reputation may be damaged.

AI‑enabled tools may also be used to generate, manipulate or amplify inaccurate, misleading or fabricated content, including social media posts, images or videos, which may be difficult to promptly identify or correct.

To the extent we are unable to respond in a timely and appropriate manner to adverse publicity, including content that is false or misleading, our brand and reputation may be damaged.

Delta Air Lines, Inc.

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Our reputation and brand could also be adversely impacted by, among other things, failure to make progress toward and achieve our environmental sustainability goals, as well as public pressure from investors or policy groups to change our policies or negative public perception of the environmental impact of air travel.

For example, we have established ambitious goals to reduce our greenhouse gas emissions.

Achieving these ambitious goals will require significant capital investment from manufacturers and other stakeholders, as we are unable to achieve these goals using our existing fleet, current technologies and available fuel sources.

We are continuing to develop our climate strategy and transition plan;

however, our ability to execute on such a plan is subject to substantial risks and uncertainties, as it is dependent on the actions of governments and third parties and will require, among other things, significant capital investment, including from third parties, research and development from manufacturers and other stakeholders, along with government policies and incentives to reduce the cost, and incent production, of SAF and other technologies that are not presently in existence or available at scale.

Our climate strategy and transition plan is continuing to develop and evolve.

We have established ambitious goals to reduce our greenhouse gas emissions, which we are unable to achieve using our existing fleet, current technologies and available fuel sources.

Our ability to execute on such a plan and achieve our goals is subject to substantial risks and uncertainties, as it is dependent on the actions of governments and third parties and will require, among other things, significant capital investment, including from third parties, research and development from manufacturers and other stakeholders, along with government policies and incentives to reduce the cost, and incent production, of SAF and other technologies that are not presently in existence or available at scale.

Significant damage to our reputation and brand could have a material adverse effect on our business and financial results, including as a result of litigation related to any of these matters.

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Disease outbreaks or other public health threats, and measures implemented to combat them have had, and may in the future have, a material adverse effect on our business.

The measures governments and private parties implemented in order to stem the spread of the COVID-19 pandemic, and the general concern about the virus among travelers, had a material adverse effect on the demand for worldwide air travel compared to historical levels, and consequently upon our business for an extended period.

Similar disease outbreaks or public health threats that may arise in the future could have similarly adverse effects on our business.

Our operations were, and could in the future be, negatively affected further if our employees are quarantined or sickened as a result of exposure to a disease outbreak, or as a result of a similar public health crisis, or if they are subject to additional governmental curfews or " shelter in place " health orders or similar restrictions.

The measures governments and private parties implement in order to stem the spread of a disease outbreak or other public threat, such as the COVID-19 pandemic, and the general concern among travelers about such a disease outbreak or public threat have had, and may in the future have, a material adverse effect on the demand for worldwide air travel compared to historical levels, and consequently upon our business for an extended period.

Our operations could be negatively affected further if our employees are quarantined or sickened as a result of exposure to a disease outbreak, or as a result of a similar public health crisis, or if they are subject to additional governmental curfews or " shelter in place " health orders or similar restrictions.

Measures restricting the ability of our airport or in-flight employees to come to work negatively impact our service or operations, all of which could negatively affect our business.

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Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, could have a significant adverse effect on our business.

Despite significant security measures at airports and airlines, the airline industry remains a high profile target for terrorist groups.

Despite significant security measures implemented at airports and airlines, the airline industry remains a high profile target for terrorist groups and cyber threat actors.

We rely on government-provided threat intelligence and utilize private sources to constantly monitor for threats from terrorist groups and individuals, including from violent extremists both internationally and domestically, with respect to direct threats against our operations and in ways not directly related to the airline industry.

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These events could include random acts of violence and could occur in public areas that we cannot control.

Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, even if not made directly on or involving the airline industry, could have a significant negative impact on us by discouraging passengers from flying, leading to decreased ticket sales and increased refunds.

Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, even if not made directly on or involving the airline industry, could have a significant negative impact on us by discouraging or preventing passengers from flying, leading to decreased ticket sales and increased refunds.

In addition, potential costs from these types of events include increased security costs, impacts from avoiding flight paths over areas in which conflict is occurring or could occur, such as flight redirections or cancellations, reputational harm and other costs.

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The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), operational reliability, services, products, customer service and loyalty programs.

Consolidation in the airline industry, changes in international alliances, the creation of immunized joint ventures and the rise of subsidized government-sponsored international carriers have altered and will continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and competitive cost structures.

Over the last 20 years, the industry has evolved significantly both domestically and internationally.

Consolidation, international alliances, immunized joint ventures and subsidized government-sponsored international carriers have shaped the competitive landscape in the industry, resulting in airlines and alliances with significant financial resources, extensive global networks and competitive cost structures.

Delta Air Lines, Inc.

| 2025 Form 10-K

Our domestic operations are subject to significant competition from traditional network carriers, including American Airlines and United Airlines, national point-to-point carriers, including Alaska Airlines, JetBlue Airways and Southwest Airlines, and other discount or ultra-low-cost carriers, including Allegiant Air, Avelo Airlines, Breeze Airways, Frontier Airlines and Spirit Airlines.

Some of these carriers have business models primarily focused on maintaining low costs, with the intention of providing service at lower fares to destinations served by Delta.

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In addition, alliances formed by domestic and foreign carriers, including SkyTeam, the Star Alliance (among United Airlines, Lufthansa German Airlines, Air Canada and others) and the oneworld alliance (among American Airlines, British Airways, Qantas and others) have enhanced competition in international markets.

The airline industry also faces competition from surface transportation and technological alternatives such as virtual meetings, teleconferencing or videoconferencing.

To a lesser extent, the airline industry also faces competition from surface transportation and technological alternatives such as virtual meetings, teleconferencing or videoconferencing.

Increased competition from these sectors in both the domestic and international markets may have a material adverse effect on our business, financial condition and results of operations.

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The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world.

An interruption or disruption at an airport or facility where we have significant operations, whether resulting from air traffic control delays, failure of computer systems or technology infrastructure, weather events or natural disasters, or performance issues from third-party service providers, if sustained for an extended period of time, could have a material adverse effect on our business, financial condition and results of operations.

An interruption or disruption at an airport or facility where we have significant operations, whether resulting from air traffic control delays, interruptions in other government services or staffing shortages (including as a result of prolonged government shutdowns), failure of computer systems or technology infrastructure, weather events or natural disasters, or performance issues from third-party service providers, if sustained for an extended period of time, could have a material adverse effect on our business, financial condition and results of operations.

Similarly, the airline industry is heavily dependent on a limited number of aircraft and engine manufacturers whose products are subject to extensive regulatory requirements.

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Airlines are subject to extensive regulatory and legal compliance requirements that result in significant costs and may have material adverse effects on our business.

There have also been recent legal developments in the United States that may change the way historical obligations have been interpreted or applied.

The FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that necessitate significant expenditures and could carry operational implications.

For instance, the FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that necessitate significant expenditures and could carry operational implications.

We expect to continue incurring significant expenses to comply with the FAA’s regulations.

In addition, a directive or other regulation that has a significant operational impact on us could have a material adverse impact on our financial results.

In addition, a directive or other regulation that has a significant operational impact on us–including, for example, a temporary reduction in flights at high-traffic airports to address air traffic control staffing challenges–could have a material adverse impact on our financial results.

Delta Air Lines, Inc.

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Inefficiencies in the U.S.

air traffic control system, which is regulated by the FAA, can result in delays and disruptions of air traffic, especially during peak travel periods in certain congested markets.

Failure to implement measures to improve the air traffic control system could lead to increased delays and inefficiencies in flight operations as demand for U.S.

air traffic control system, which is regulated by the FAA, including outdated technology and inadequate staffing levels have resulted, and may in the future result, in delays and disruptions of air traffic, especially during peak travel periods in certain congested markets.

Failure to implement measures to improve the air traffic control system could lead to capacity constraints as well as increased delays and inefficiencies in flight operations as demand for U.S.

air travel increases, having a material adverse effect on our operations.

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Certain of our hubs are among the most congested airports in the United States and have been, and could in the future be, the subject of regulatory action that might limit the number of flights and/or increase costs of operations at certain times or throughout the day.

Air traffic control inefficiencies can also enhance these pressures.

Air traffic control inefficiencies or inadequate staffing levels can also exacerbate these pressures.

Other laws, regulations, taxes and airport rates and charges have also been imposed from time to time that significantly increase the cost of airline operations, reduce revenues or otherwise impact our business.

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and foreign laws that affect trade, including tariff and trade policies, export and import requirements, taxes, monetary policies and other restrictions and charges.

In particular, the imposition of significant tariffs with respect to aircraft that we are not able to mitigate could substantially increase our costs, which in turn could have a material adverse effect on our financial results.

In particular, the imposition of significant new tariffs or increases in existing tariffs with respect to aircraft or related parts that we are not able to mitigate could substantially increase our costs, which in turn could have a material adverse effect on our financial results.

Some of our operations are in high-risk legal compliance environments.

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carriers are subject to U.S.

and foreign data privacy and security laws that are not consistent in all countries in which we operate and which are continuously evolving, requiring ongoing monitoring and updates to our privacy and information security programs.

Although we dedicate significant resources to manage compliance with global privacy and information security obligations, this challenging regulatory environment may pose material risks to our business, including increased operational burdens and costs, regulatory enforcement, and legal claims or proceedings.

and foreign data privacy and security laws, as well as emerging laws and regulations governing the use of AI, that are not consistent in all countries in which we operate and which are continuously evolving, requiring ongoing monitoring and updates to our privacy, information security and AI governance programs.

Although we dedicate significant resources to manage compliance with global privacy, information security and AI-related obligations, this challenging regulatory environment may pose material risks to our business, including increased operational burdens and costs, regulatory enforcement, and legal claims or proceedings.

The airline industry is subject to many forms of environmental regulation, including but not limited to regulation of hazardous substances, increased regulation to reduce emissions and other risks associated with climate change.

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Compliance with existing and future environmental laws and regulations could require capital investment and increase operational costs, and violations can lead to significant fines and penalties and reputational harm.

For example, in 2024, the EPA finalized regulations defining certain per- and polyfluoroalkyl substances ("PFAS") as "hazardous substances" under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), and the EPA also finalized regulations establishing drinking water standards for certain PFAS under the Safe Drinking Water Act.

For example, in 2024, the EPA finalized regulations defining certain PFAS as "hazardous substances" under CERCLA, and the EPA also finalized standards for regulating certain PFAS under the Safe Drinking Water Act.

PFAS are man-made chemicals that have been used in a wide variety of consumer and industrial products, including the firefighting foams used to extinguish fuel-based fires at airports and refineries.

Numerous states have adopted regulations governing PFAS as well.

Numerous states have also adopted regulations governing PFAS.

The EPA’s final rule under CERCLA, and analogous state laws, could subject airports, airlines, and refineries, among others, to potential liability for cleanup of historical PFAS contamination associated with use of PFAS-containing firefighting foam.

In addition, some states have adopted legislation prohibiting the manufacture, sale, distribution and/or use of firefighting foam containing intentionally added PFAS, which may require the transition to alternative fire suppression systems.

Delta has developed and is implementing plans to transition the fire suppression systems in affected aircraft maintenance hangars to systems that do not contain intentionally added PFAS.

The ultimate impact and associated cost to Delta of these legislative and regulatory developments related to PFAS, including firefighting foam, cannot be predicted at this time.

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Future regulatory action concerning climate change, aircraft emissions and noise could have a significant effect on the airline industry.

In order to address aircraft carbon dioxide emissions, the International Civil Aviation Organization (ICAO), a United Nations specialized agency, formally adopted a global, market-based emission offset program known as CORSIA.

This program establishes a goal for the aviation industry to achieve carbon-neutral growth in international aviation beginning in 2021 through the use of carbon offsets and/or lower carbon aviation fuel.

In order to address aircraft carbon dioxide emissions, the International Civil Aviation Organization ("ICAO"), a United Nations specialized agency, formally adopted a global, market-based emissions offset program known as CORSIA.

This program established a goal for the aviation industry to achieve carbon-neutral growth in international aviation beginning in 2021.

Any growth above the baseline would need to be addressed using eligible carbon offsets and/or lower carbon fuel.

ICAO set the baseline for establishing airlines’ obligations under CORSIA for 2021 to 2023 based on 2019 travel, and in 2022 set a new, more stringent CORSIA baseline of 85% of 2019, which will apply from 2024 through 2035.

Because certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the initial phases of the program, the impact of CORSIA cannot be predicted at this time.

However, compliance with CORSIA is expected to increase operating costs for airlines that operate internationally.

Because CORSIA has not yet been implemented in the United States and could potentially be affected by political developments in participating countries or the results of the initial phases of the program, the impact of CORSIA cannot be predicted at this time.

However, compliance with CORSIA is expected to increase operating costs for airlines subject to the program that operate internationally.

In addition to CORSIA, we may face a patchwork of regulation of aircraft emissions in the U.S.

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That legislation continues in effect the so-called “stop-the-clock” provision whereby EU ETS does not apply to flights to or from locations outside the EEA, Switzerland or the UK until 2027.

The legislation also provides for a review of the effectiveness of CORSIA in 2026 that could, if CORSIA is not deemed sufficiently effective, lead to the application of EU ETS to all flights departing the EU and EEA.

Also in 2023, the EU adopted legislation that will impose a SAF mandate on fuel supplied at EU airports.

The mandate initially requires that, of the jet fuel supplied in the EU, 2% must be SAF beginning in 2025, and the percentage increases incrementally over time to 70% in 2050.

This mandate is expected to increase the cost of SAF in the EU.

In 2024, the UK also adopted SAF mandate legislation, and other countries are considering mandates.

Also in 2023, the EU adopted legislation that established a SAF mandate on fuel supplied at EU airports.

Beginning in 2025, the mandate required 2% of the jet fuel supplied in the EU to be SAF, and the percentage increases incrementally over time to 70% in 2050.

This mandate has increased SAF prices in the EU for the airline industry.

In 2024, the UK also adopted SAF mandate legislation, and other countries are also considering mandates.

Additional regulation could result in taxation, regulatory or permitting requirements from multiple jurisdictions for the same operations and significant costs for the airline industry, including Delta.

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Certain airports have also adopted, and others could in the future adopt, greenhouse gas emission or climate-related goals and requirements that could impact our operations or require us to make changes or investments in our infrastructure.

We are monitoring and evaluating the potential impact of such developments.

In addition to risks from potential changes to environmental regulation and policy, the transition to lower-carbon technologies, such as SAF, or changes in consumer preferences resulting from a negative perception of the environmental impact of air travel could materially adversely affect our business and financial results.

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Because of the global nature of our business, unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates could have a material adverse effect on our business, financial condition and results of operations.

As a result of the discretionary nature of air travel, the airline industry has been cyclical and particularly sensitive to changes in economic conditions.

As a result of the discretionary nature of air travel, the airline industry has been cyclical and particularly sensitive to changes in economic conditions, as well as related consumer perceptions.

Because we operate globally, our business is subject to economic and political conditions throughout the world.

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or abroad, demand for air travel can be significantly impacted as business and leisure travelers choose not to travel, seek alternative forms of transportation for short trips or conduct business using technological alternatives.

If unfavorable economic conditions occur, particularly for an extended period, our business, financial condition and results of operations may be adversely affected.

If unfavorable economic conditions or negative consumer perceptions occur, particularly for an extended period, our business, financial condition and results of operations may be adversely affected.

In addition, significant or volatile changes in exchange rates between the U.S.

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Political disruptions and instability around the world can negatively impact the demand and network availability for air travel.

Additionally, any deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.

Additionally, any deterioration in global trade relations, such as new or increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.

Delta Air Lines, Inc.

| 2025 Form 10-K

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors