What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-11 compared with 2025-02-11 · 209 added, 221 removed, 1268 unchanged (25% of the section changed)

15 unchanged sentences

Note 7 - Leases

Note 8 - Airport Redevelopment

Note 8 - Employee Benefit Plans

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Note 1 1 - Equity and Equity Compensation

Note 1 2 - Earnings Per Share

Note 1 3 - Accumulated Other Comprehensive Loss

Note 1 4 - Segments

Note 1 5 - Earnings Per Share

Delta Air Lines, Inc.

32 unchanged sentences

Additionally, we performed sensitivity analyses to evaluate the changes to the Company’s net periodic benefit that would result from changes in the fair value measurement, compared the Company’s asset performance results to applicable third-party benchmarks, and assessed management’s historical accuracy of estimating fair value by performing retrospective review procedures comparing the Company’s estimates of fair value as of the prior year end to the fair value NAV in the investment’s audited financial statements made available during the current year.

Loyalty Program - Mileage Breakage

Description of the Matter At December 31, 2024, the Company’s aggregate current and noncurrent loyalty program deferred revenue balance was $8.8 billion.

For the year ended December 31, 2024, the Company recognized $3.8 billion of revenue classified as loyalty travel awards within passenger revenue and $3.3 billion of revenue classified as loyalty program revenue within other revenue in the consolidated statement of operations.

As disclosed in Note 2 to the consolidated financial statements, the Company defers revenue for mileage credits earned and recognizes loyalty travel awards in passenger revenue as the miles are redeemed and services are provided.

In accounting for its loyalty program deferred revenue, the Company estimates the amount of mileage credits outstanding that are not expected to be redeemed (mileage breakage).

The Company recognizes mileage breakage proportionally during the period in which the remaining mileage credits are redeemed.

Under the Company’s loyalty program, mileage credits do not expire.

Therefore, the Company uses statistical models to estimate mileage breakage based on historical redemption patterns.

Auditing the mileage breakage estimate for the loyalty program required significant judgment.

In particular, there is complexity and subjectivity in estimating mileage breakage based on expectations of future redemption patterns due to the absence of historical expirations as the Company’s mileage credits do not expire.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for its loyalty program, including controls over management’s review of the estimation of the mileage breakage and the completeness and accuracy of the data underlying the mileage breakage estimate.

To test the mileage breakage estimate, our audit procedures included, among others, involving an actuarial specialist to assist in assessing the method and assumptions used by the Company to develop the mileage breakage estimate and to independently develop a range of mileage breakage estimates and compare to the Company's estimate.

Additionally, we tested the completeness and accuracy of the underlying mileage data used to develop the mileage breakage estimate.

/s/ Ernst & Young LLP

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Cash and cash equivalents $ 4,310 $ 3,069

Short-term investments — 1,127

Accounts receivable, net of an allowance for uncollectible accounts of $ 13 and $ 18

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Debt and finance leases 12,507 14,019

Noncurrent operating leases 5,353 5,814

Pension, postretirement and related benefits 3,156 3,144

Loyalty program deferred revenue 4,386 4,512

Noncurrent operating leases 5,814 6,468

Deferred income taxes, net 3,444 2,176

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Landing fees and other rents 3,564 3,150 2,563

Aircraft maintenance materials and outside repairs 2,616 2,432 1,982

Depreciation and amortization 2,513 2,341 2,107

Passenger commissions and other selling expenses 2,485 2,334 1,891

Regional carrier expense 2,553 2,328 2,200

Passenger commissions and other selling expenses 2,485 2,485 2,334

Depreciation and amortization 2,443 2,513 2,341

Aircraft maintenance materials and outside repairs 2,432 2,616 2,432

Passenger service 1,855 1,788 1,750

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Operating Income 5,822 5,995 5,521

Non-Operating (Expense)/Income:

Non-Operating Income/(Expense):

Interest expense, net ( 679 ) ( 747 ) ( 834 )

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Miscellaneous, net ( 144 ) ( 232 ) ( 279 )

Total non-operating (expense)/income, net ( 1,337 ) 87 ( 1,747 )

Total non-operating income/(expense), net 363 ( 1,337 ) 87

Income Before Income Taxes 6,185 4,658 5,608

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Operating leases converted to finance leases 312 25 84

Equity investments and other financings — — 330

Debt agreements modified 371 — —

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Net income — — — 4,609 — — — 4,609

Other comprehensive income — — — — 1,329 — — 1,329

Dividends declared ($ 0.20 per share)

— — — ( 129 ) — — — ( 129 )

Other comprehensive loss — — — — ( 44 ) — — ( 44 )

Common stock issued for employee equity awards (1)

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— — — ( 324 ) — — — ( 324 )

Other comprehensive loss

— — — — ( 44 ) — — ( 44 )

Other comprehensive income — — — — 866 — — 866

Common stock issued for employee equity awards (1)

( 1 ) — 31 — — ( 3 ) 90 121

Stock options exercised 1 — 68 — — — — 68

Balance at December 31, 2024 655 — 11,740 8,783 ( 4,979 ) 8 ( 251 ) 15,293

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Stock options exercised — — 23 — — — — 23

Warrants exercised 5 — — — — — — —

Balance at December 31, 2025 660 $ — $ 11,883 $ 13,343 $ ( 4,135 ) 6 $ ( 238 ) $ 20,853

(1) Treasury shares were withheld for payment of taxes, at a weighted average price per share of $ 67.23 , $ 40.84 and $ 40.08 in 2025, 2024 and 2023, respectively.

Share counts in the table above may not calculate exactly due to rounding.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Accordingly, we have not consolidated any variable interest entity.

We have marketing alliances with other airlines to enhance our access to domestic and international markets.

These arrangements may include codesharing, reciprocal loyalty program benefits, shared or reciprocal access to passenger lounges, joint promotions, common use of airport gates and ticket counters, office co-location and other marketing agreements.

We have received antitrust immunity for certain marketing arrangements, which enables us to offer a more integrated route network and develop common sales, marketing and discount programs for customers.

Some of our marketing arrangements provide for the sharing of revenues and expenses.

Revenues and expenses associated with the flights we operate under collaborative arrangements are presented on a gross basis in the applicable line items on our Consolidated Statements of Operations ("income statement").

We have reclassified certain prior period amounts to conform to the current period presentation.

Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes.

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Recently Adopted Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures." This standard requires disclosure of significant segment expenses and other segment items by reportable segment.

We adopted this standard effective January 1, 2024.

See Note 14, "Segments," for further information regarding our segment reporting.

Standards Effective in Future Years

Income Taxes.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures." This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid.

This ASU is effective beginning January 1, 2025.

Upon adoption of this ASU we expect to include certain additional disclosures in the effective income tax rate reconciliation in the footnotes to our Consolidated Financial Statements.

We adopted this standard effective January 1, 2025.

See Note 10, "Income Taxes," for our income tax disclosures.

Standards Effective in Future Years

Disaggregation of Income Statement Expenses.

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We are assessing the impact of this ASU and, upon adoption, may be required to include certain additional disclosures in the footnotes to our Consolidated Financial Statements.

Internal Use Software.

In September 2025, the FASB issued ASU No.

2025-06, "Targeted Improvements to the Accounting for Internal-Use Software." This standard is intended to improve the operability and application of guidance related to capitalized software development costs and becomes effective January 1, 2028.

We are assessing the potential impact this ASU may have on our Consolidated Financial Statements upon adoption.

Interim Reporting.

In December 2025, the FASB issued ASU No.

2025-11, "Interim Reporting (Topic 270)." This standard clarifies interim reporting guidance, develops a list of disclosures required by other Topics and intends to enhance consistency in interim reporting across entities.

This standard becomes effective January 1, 2028 with early adoption permitted.

We do not expect this standard to have a material impact on our interim reporting.

Delta Air Lines, Inc.

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Our significant accounting policies are disclosed below or included within the topic-specific notes included herein.

Cash and Cash Equivalents and Short-Term Investments

Cash and Cash Equivalents

Short-term, highly liquid investments with maturities of three months or less when purchased are classified as cash and cash equivalents.

Investments with maturities of greater than three months, but not in excess of one year, when purchased were classified as short-term investments and stated at fair value.

Investments with maturities beyond one year when purchased may be classified as short-term investments if they are expected to be available to support our short-term liquidity needs.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets ("balance sheets") that sum to the total of the same such amounts shown within the Consolidated Statements of Cash Flows ("cash flows statement").

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Refined products (finished goods) and feedstock and blendstock inventories (work-in-process) are carried at the lower of cost and net realizable value.

We use jet fuel in our airline operations that is produced by the refinery, procured through the exchanges with third parties of gasoline, diesel and other refined products ("non-jet fuel products") the refinery produces and purchased directly from third parties.

We use jet fuel in our airline operations that is produced by the refinery, purchased directly from third parties and procured through the exchanges with third parties of gasoline, diesel and other refined products ("non-jet fuel products") the refinery produces.

Cost is determined using the first-in, first-out method.

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To the extent that we receive jet fuel for non-jet fuel products exchanged under buy/sell agreements, we account for these transactions as nonmonetary exchanges.

We have recorded these nonmonetary exchanges at the carrying amount of the non-jet fuel products transferred within aircraft fuel and related taxes on the income statement.

We have recorded these nonmonetary exchanges at the carrying amount of the non-jet fuel products transferred within aircraft fuel and related taxes on our Consolidated Statements of Operations ("income statement").

Changes in fuel prices, interest rates and foreign currency exchange rates impact our results of operations.

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Ground property and equipment

11,165 10,695

Information technology-related assets 3 - 15 years

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Residual values for owned aircraft, engines, spare parts and simulators are generally 5 % to 10 % of cost.

Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized and amortized over the remaining estimated useful life of the asset or the remaining lease term, whichever is shorter.

We capitalize certain internal and external costs incurred to develop and implement software and amortize those costs over an estimated useful life of three to fifteen years .

Included in the depreciation and amortization expense discussed above, we recorded $ 314 million, $ 324 million and $ 340 million for amortization of capitalized software for the years ended December 31, 2025, 2024 and 2023, respectively.

The net book value of these assets, which are included in information technology-related assets above, totaled $ 933 million and $ 932 million at December 31, 2024 and 2023, respectively.

The net book value of these assets, which are included in information technology-related assets above, totaled $ 1.1 billion and $ 933 million at December 31, 2025 and 2024, respectively.

We review flight equipment, ROU assets and other long-lived assets used in operations for impairment losses when events and circumstances indicate the assets may be impaired.

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We periodically receive credits in connection with the acquisition of aircraft and engines or in connection with delivery delays or manufacturing defects.

These credits are deferred until the aircraft and engines are delivered, and then applied as a reduction to the cost of the related equipment.

These credits are applied as a reduction to the cost of the related equipment.

Collaborative Arrangements

We have marketing alliances with other airlines to enhance our access to domestic and international markets.

Some of our marketing arrangements provide for the sharing of revenues and expenses.

Revenues and expenses associated with the flights we operate under collaborative arrangements are presented on a gross basis in the applicable line items on our income statement.

Maintenance Costs

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Power-by-the-hour contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per flight cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program.

Advertising Costs

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These adjustments relate primarily to tickets that expire unused ("ticket breakage") and items for which final settlement occurs in periods subsequent to the sale of the related tickets such as refunds, exchanges and transactions with other airlines.

We recognized approximately $ 6.5 billion, $ 7.4 billion and $ 4.2 billion in passenger revenue during the years ended December 31, 2024, 2023 and 2022, respectively, that had been recorded in our air traffic liability balance at the beginning of those periods.

Delta Air Lines, Inc.

1 unchanged sentence

Notes to the Consolidated Financial Statements

We recognized approximately $ 6.4 billion, $ 6.5 billion and $ 7.4 billion in passenger revenue during the years ended December 31, 2025, 2024 and 2023, respectively, that had been recorded in our air traffic liability balance at the beginning of those periods.

Ticket Breakage.

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Customers can also earn miles through participating companies.

Miles are redeemable by customers for air travel on Delta and other participating airlines, access to Delta Sky Club and other program awards.

Miles are redeemable by customers for air travel on Delta and other participating airlines, access to Delta Sky Clubs, and other program awards.

To facilitate transactions with participating companies, we sell miles to non-airline businesses and other airlines.

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Sale of Miles to Participating Companies.

Customers earn miles based on their spending with participating companies, such as credit card, ridesharing, retail, car rental and hotel companies, with which we have marketing agreements to sell miles.

Customers earn miles based on their spending with participating companies, such as credit card, car rental, ridesharing, retail, and hotel companies, with which we have marketing agreements to sell miles.

Our contracts to sell miles under these marketing agreements have multiple performance obligations.

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Notes to the Consolidated Financial Statements

Our most significant arrangement to sell miles relates to our co-brand credit card relationship with American Express.

Substantially all of our total cash sales from marketing agreements relate to our co-brand credit card relationship with American Express.

Our agreements with American Express provide for joint marketing, grant certain benefits to Delta-American Express co-branded credit card holders ("cardholders") and American Express Membership Rewards program participants, and allow American Express to market its services or products using our customer database.

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We allocate the value based on the relative selling prices of those products and services, which generally consist of award travel, baggage fee waivers, lounge access, priority boarding and the use of our brand.

We determine our best estimate of the selling prices by using a discounted cash flow analysis using multiple inputs and assumptions, including (1) the expected number of miles awarded and number of miles redeemed, (2) ETV for the award travel obligation adjusted for mileage breakage, (3) published rates on our website for baggage fees, Delta Sky Club lounge access and other benefits while traveling on Delta, (4) brand value (using estimated royalties generated from the use of our brand) and (5) volume discounts provided to certain partners.

We determine our best estimate of the selling prices by using a discounted cash flow analysis using multiple inputs and assumptions, including (1) the expected number of miles awarded and number of miles redeemed, (2) ETV for the award travel obligation adjusted for mileage breakage, (3) published rates on our website for baggage fees, lounge access and priority boarding while traveling on Delta, (4) brand value (using estimated royalties generated from the use of our brand) and (5) volume discounts provided to certain partners.

We defer the amount allocated to award travel as part of loyalty program deferred revenue and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided.

Revenue allocated to services performed in conjunction with a passenger’s flight, such as baggage fee waivers, is recognized as travel-related services in passenger revenue when the related service is performed.

Revenue allocated to Delta Sky Club lounge access is recognized as miscellaneous in other revenue as access is provided.

Revenue allocated to lounge access is recognized as miscellaneous in other revenue as access is provided.

Revenue allocated to the remaining performance obligations, primarily brand value, is recorded as loyalty program in other revenue as miles are delivered.

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Ancillary Businesses.

This includes revenues from aircraft maintenance services we provide to third parties and our vacation package operations.

This includes revenues from our Delta TechOps third-party maintenance, repair and overhaul ("MRO") business and our vacation package operations.

During the years ended December 31, 2025 and 2024, the MRO business generated revenues of $ 822 million and $ 658 million, respectively.

Miscellaneous.

This is primarily composed of revenues related to lounge access, including access provided to certain American Express cardholders, codeshare agreements and certain other commercial relationships.

This is primarily composed of revenues related to lounge access, including access provided to certain American Express cardholders, travel products (e.g., car rentals or hotels booked with our commercial partners), codeshare agreements and international joint venture partnership contractual settlements.

Revenue by Geographic Region

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We provide an allowance for uncollectible accounts using an expected credit loss model which represents our estimate of expected credit losses over the lifetime of the asset.

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

Passenger Taxes and Fees

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We record a liability when the amounts are collected and reduce the liability when payments are made to the applicable government agency or operating carrier (i.e., for codeshare-related fees).

Delta Air Lines, Inc.

| 2024 Form 10-K

Notes to the Consolidated Financial Statements

FAIR VALUE MEASUREMENTS

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Restricted cash equivalents 351 351 — — (a)

Short-term investments

Government securities 859 204 655 — (a)

Corporate obligations 218 — 218 — (a)

Other fixed income securities 50 — 50 — (a)

Long-term investments and related 2,372 2,085 160 127 (a)(b)

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Cash equivalents generally consist of money market funds.

Restricted cash equivalents are recorded in other noncurrent assets and prepaid expenses and other on our balance sheets and generally consist of money market funds, time deposits, commercial paper and negotiable certificates of deposit, which primarily relate to proceeds from debt issued to finance, among other things, a portion of the construction costs for our new terminal facilities at New York's LaGuardia Airport as well as certain self-insurance obligations and airport commitments.

Restricted cash equivalents are recorded in prepaid expenses and other and other noncurrent assets on our balance sheets and generally consist of money market funds, time deposits, commercial paper and negotiable certificates of deposit, which primarily relate to certain self-insurance obligations, debt related reserves, airport commitments and proceeds from debt issued to finance, among other things, a portion of the construction costs for our new terminal facilities at New York's LaGuardia Airport.

The fair value of these cash equivalents is based on a market approach using prices generated by market transactions involving identical or comparable assets.

Short-Term Investments.

The fair values of our short-term investments were based on a market approach using industry standard valuation techniques that incorporate observable inputs such as quoted market prices, interest rates, benchmark curves, credit ratings of the security and other observable information.

Delta Air Lines, Inc.

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Our long-term investments measured at fair value primarily consist of equity investments, which are valued based on market prices or other observable transactions and inputs, and are recorded in equity investments on our balance sheets.

Our equity investments in private companies are classified as Level 3 in the fair value hierarchy as their equity is not traded on a public exchange and our valuations incorporate certain unobservable inputs, including non-public equity issuances.

Certain equity investments in private companies are classified as Level 3 in the fair value hierarchy as their equity is not traded on a public exchange and our valuations may incorporate certain unobservable inputs, including non-public equity issuances.

Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values.

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Fuel Hedge Contracts.

A portion of our derivative contracts may be negotiated over-the-counter with counterparties without going through a public exchange.

Accordingly, our fair value assessments give consideration to the risk of counterparty default (as well as our own credit risk).

Such contracts would be classified as Level 2 within the fair value hierarchy.

The remainder of our hedge contracts may be comprised of futures contracts, which are traded on a public exchange.

These contracts would be classified within Level 1 of the fair value hierarchy.

Our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe’s inventory.

Our fuel hedge portfolio may consist of a combination of options, swaps or futures.

Option and swap contracts are valued under income approaches using option pricing models and discounted cash flow models, respectively, based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets.

Futures contracts and options on futures contracts are traded on a public exchange and valued based on quoted market prices .

We recognized losses of $ 31 million, $ 6 million and $ 394 million on our fuel hedge contracts in aircraft fuel and related taxes on our income statement for the years ended December 31, 2024, 2023 and 2022, respectively.

Our derivative contracts are negotiated over-the-counter with counterparties without going through a public exchange.

Accordingly, our fair value assessments give consideration to the risk of counterparty default (as well as our own credit risk) and are classified as Level 2 within the fair value hierarchy.

Substantially all of our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe’s inventory.

Our fuel hedge portfolio consists of swap contracts which are valued under discounted cash flow models based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets.

We recognized gains of $ 36 million, and losses of $ 31 million and $ 6 million, on our fuel hedge contracts in aircraft fuel and related taxes on our income statement for the years ended December 31, 2025, 2024 and 2023, respectively.

See Note 14, "Segments," for further information on our Monroe refinery segment.

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Changes in the valuation of investments accounted for at fair value are recorded in gain/(loss) on investments, net in our income statement within non-operating expense and are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in companies without publicly-traded shares.

We elect to measure certain equity securities without readily determinable fair values under the "measurement alternative" (i.e., at their cost less impairment, adjusted for observable price changes).

Equity Method Investments.

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Equity investments ownership interest and carrying value

Accounting Treatment Ownership Interest Carrying Value

Accounting Treatment Ownership Interest (4)

Carrying Value

(in millions) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

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LATAM Fair Value 11 % 10 % 1,644 837

Republic Airways Fair Value 14 % 17 % 124 84

Unifi Aviation Equity Method 20 % 49 % 51 146

49 % 49 % 146 162

WestJet Fair Value 13 % — % 248 —

Wheels Up Fair Value (3)

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(2) At December 31, 2025, we held 14.8 % of the outstanding shares (including common and preferred), and 14.9 % of the common shares, of Hanjin KAL.

(3) Results are included in contracted services in our income statement as this entity is integral to the operations of our business by providing services at many of our airport locations.

(3) Our voting rights with respect to Wheels Up are capped at 29.9 %.

We elected to account for our investment under the fair value option.

We elected to account for our equity method investment under the fair value option.

(4) Unless otherwise indicated below, movements in our ownership interest result from changes in our equity investees' outstanding shares.

Delta Air Lines, Inc.

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Notes to the Consolidated Financial Statements

Grupo Aeroméxico.

In November 2025, Grupo Aeroméxico issued shares through an initial public offering which reduced our ownership interest to 19 %.

We continue to account for our investment under the equity method as the reduced ownership stake does not change our ability to exercise significant influence with Grupo Aeroméxico.

Our equity investment is subject to contractual transfer restrictions until November 2029.

Republic Airways Holdings.

In November 2025, Republic Airways and Mesa Air Group merged to create Republic Airways Holdings, Inc., a publicly traded company, and as a result our ownership decreased to 14 %.

This investment is subject to contractual transfer restrictions until May 2026.

Unifi Aviation.

In December 2025, we sold a portion of our Unifi investment to Argenbright Holdings for $ 80 million, reducing our ownership from 49 % to 20 %.

We continue to account for our investment under the equity method.

Results are included in contracted services in our income statement as this entity is integral to the operations of our business by providing services at many of our airport locations.

In October 2025, we acquired a 12.7 % equity stake in WestJet for $ 276 million.

As part of the transaction, we also assumed a commensurate portion of a shareholder loan receivable from the previous owner.

We concluded that Wheels Up is a variable interest entity ("VIE").

A VIE requires consolidation by the entity’s primary beneficiary.

We determined that we are not the primary beneficiary after assessing the decision-making process for the significant activities of Wheels Up, concluding that Wheels Up's Board of Directors continues to possess the decision-making authority over the significant activities, and we do not control Wheels Up's Board.

Although we are represented on the Board, we do not control Wheels Up's Board.

Based on this assessment, Wheels Up is not consolidated in our financial statements.

Our investment is subject to contractual transfer restrictions until September 2025 and thereafter will remain subject to certain, more limited transfer restrictions.

During the December 2024 quarter, Wheels Up entered into a five year Note Purchase Agreement with third parties which provides for the issuance of Revolving Equipment Notes in an aggregate principal amount not to exceed $ 332 million under a Revolving Equipment Notes Facility.

We have provided credit support for the Revolving Equipment Notes Facility which effectively guarantees the Wheels Up payment obligations.

As a result, and consistent with our fair value option election, we recorded the immaterial fair value of the guarantee in other noncurrent liabilities on our balance sheet.

During the September 2025 quarter, we agreed to extend the contractual transfer restrictions on our investment in Wheels Up until May 2026 and thereafter will remain subject to certain, more limited transfer restrictions.

Other Investments

This category includes various investments that are accounted for at fair value or under the equity method, depending on our ownership interest and the level of influence conveyed by our investment.

Among others, this category includes our equity method investments in Virgin Atlantic and JFK IAT Member LLC and our fair value investment in CLEAR.

Among others, this category includes our equity method investments in Virgin Atlantic and JFK IAT Member LLC.

Virgin Atlantic.

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As of December 31, 2025, we have approximately $ 620 million of unrecognized equity method losses related to our 49 % interest in Virgin Atlantic.

In 2024, we sold in multiple transactions our equity ownership in Clear Secure, Inc.

This sale is recorded in gain/(loss) on investments, net on our income statement and cash proceeds are recorded in other, net within investing activities on our cash flows statement.

JFK IAT Member LLC.

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Total $ 976 $ ( 928 ) $ 976 $ ( 919 )

Amortization expense was $ 9 million for the years ended December 31, 2024, 2023 and 2022.

Amortization expense was $ 8 million for the year ended December 31, 2025 and was $ 9 million for the years ended 2024 and 2023.

Based on our definite-lived intangible assets at December 31, 2025, we estimate that we will incur approximately $ 7 million of amortization expense annually from 2026 through 2030.

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(in millions) 2025 2024

Unsecured Payroll Support Program Loans (1)

2030 to 2031 1.00 % $ 3,496 $ 3,496

Unsecured notes 2028 to 2030 3.75 % to 5.30 % $ 2,884 $ 1,575

Unsecured Payroll Support Program Loans (1)

2031 1.00 % 1,848 3,496

Financing arrangements secured by SkyMiles assets:

SkyMiles Notes (2)

2025 to 2028 4.50 % and 4.75 % 3,970 4,518

2026 to 2028 4.75 % 3,422 3,970

SkyMiles Term Loan (2)(3)

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Other financings (2)

2025 to 2030 2.51 % to 5.00 % 66 67

2030 5.00 % 66 66

Corporate Revolving Credit Facility 2026 to 2028 Undrawn — —

Other revolving credit facilities (3)

2025 to 2026 Undrawn — —

2026 Undrawn — —

Total secured and unsecured debt 13,302 15,373

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Total long-term debt $ 11,936 $ 13,546

(1) Interest rates on the Payroll Support Program loans are 1.00 % for the first five years and the applicable SOFR plus 2.00 % in the final five years .

The applicable interest rates will begin to adjust for each loan in April 2025, January 2026 and April 2026.

(2) Due in installments.

(1) Interest rates on the Payroll Support Program ("PSP") loans are 1.00 % for the first five years and the applicable SOFR plus 2.00 % in the final five years .

The applicable interest rates will begin to adjust for each loan in January 2026 and April 2026.

(2) Due in installments during the years shown above.

(3) Certain financings are comprised of variable rate debt.

All variable rates are equal to SOFR (generally subject to a floor) or another index rate plus a specified margin.

Early Settlement of Outstanding Loans and Notes

During 2024, through early principal repayments and open market repurchases, we extinguished an aggregate principal amount of $ 844 million related to a portion of the SkyMiles Term Loan and various secured and unsecured notes.

Collectively, these payments resulted in a $ 39 million loss on extinguishment of debt, which is recorded in non-operating expense in our income statement.

Delta Air Lines, Inc.

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Notes to the Consolidated Financial Statements

2025 Unsecured Notes

In June 2025, we issued $ 2.0 billion in aggregate principal amounts of unsecured notes, consisting of $ 1.0 billion of 4.95 % Notes due 2028 and $ 1.0 billion of 5.25 % Notes due 2030 (collectively, the "Notes").

The Notes are included in Unsecured notes in the table above.

The net proceeds from the offering of the Notes were used to repay the Payroll Support Program ("PSP") loan due 2030 included in Unsecured Payroll Support Program Loans in the table above and for general corporate purposes.

SkyMiles Credit Facility

In September 2025, we and our indirect wholly-owned subsidiary SkyMiles IP Ltd.

entered into an amendment to the SkyMiles Term Loan credit and guaranty agreement (the "SkyMiles Credit Facility").

This amendment, among other things, (i) refinanced the existing term loans with the proceeds of replacement term loans bearing interest at a variable rate equal to an adjusted term SOFR, plus a reduced margin of 1.50 % per annum, payable quarterly;

(ii) extended the scheduled maturity from October 2027 to October 2028;

(iii) reduced the principal amortization payments from 20 % to 1 % per year, payable quarterly;

and (iv) added a prepayment premium of 1.00 % payable in connection with a Repricing Event (as defined in the amended SkyMiles Credit Facility) occurring within six months following September 30, 2025.

No such repricing event has occurred as of December 31, 2025.

2026 Term Loan

In January 2026, we entered into a $ 1.3 billion term loan issued by a group of lenders due December 2026.

The proceeds of the term loan were used to repay $ 957 million of the PSP loans due 2031 included in Unsecured Payroll Support Program Loans in the table above and for general corporate purposes.

Availability Under Revolving Facilities

As of December 31, 2025, we had approximately $ 3.1 billion undrawn and available under our revolving credit facilities.

Corporate Revolving Credit Facility

During the September 2024 quarter, Delta received a second investment grade credit rating, which satisfied the collateral release conditions under the Corporate Revolving Credit Facility.

As a result, the liens on collateral, including our Pacific route authorities and certain related other assets, were released during 2024.

Additionally, the minimum collateral coverage ratio and minimum liquidity covenants were replaced by minimum fixed charge coverage ratio and minimum asset coverage ratio covenants.

Fair Value of Debt

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Our debt agreements contain various affirmative, negative and financial covenants.

For example, certain credit facilities, including our SkyMiles financing agreements, contain, among other things, a minimum liquidity covenant.

The minimum liquidity covenant requires us to maintain at least $ 2.0 billion of liquidity (defined as cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities).

Our SkyMiles financing agreements include a debt service coverage ratio and also restrict our ability to, among other things, (1) modify the terms of the SkyMiles program, or otherwise change the policies and procedures of the SkyMiles program, in a manner that would reasonably be expected to materially impair repayment of the SkyMiles Debt, (2) sell pre-paid miles in excess of $ 550 million in the aggregate and (3) terminate or materially modify the intercompany arrangements governing the relationship between Delta and SkyMiles IP Ltd.

For example, certain credit facilities, including our SkyMiles financing agreements, contain, among other things, minimum coverage ratios.

Our SkyMiles financing agreements also include a minimum liquidity covenant which requires us to maintain at least $ 2.0 billion of liquidity (defined as cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities).

In addition, the SkyMiles financing agreements restrict our ability to, among other things, (1) modify the terms of the SkyMiles program, or otherwise change the policies and procedures of the SkyMiles program, in a manner that would reasonably be expected to materially impair repayment of the SkyMiles Debt, (2) sell pre-paid miles in excess of $ 550 million in the aggregate and (3) terminate or materially modify the intercompany arrangements governing the relationship between Delta and SkyMiles IP Ltd.

with respect to the SkyMiles program.

Certain of our debt agreements limit our ability to (1) incur liens under certain circumstances, (2) dispose of collateral and (3) engage in mergers and consolidations or transfer all or substantially all of our assets.

The notes secured by our non-Pacific slots, gates and routes are also subject to a collateral coverage ratio.

Each of these restrictions is subject to certain exceptions and qualifications that are set forth in these debt agreements.

We were in compliance with the covenants in our debt agreements at December 31, 2025.

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

Future Maturities

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Total $ 13,302 $ 6 $ 13,308

Delta Air Lines, Inc.

| 2024 Form 10-K

Notes to the Consolidated Financial Statements

We lease property and equipment under finance and operating leases.

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We use the rate implicit in the lease to discount lease payments to present value, when readily determinable.

As the rate implicit in the lease is rarely readily determinable, we use our incremental borrowing rate, which is based on the estimated interest rate for collateralized borrowing over a similar term of the lease at commencement date.

When the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate, which is based on the estimated interest rate for collateralized borrowing over a similar term of the lease at commencement date.

Some of our aircraft lease agreements include provisions for residual value guarantees.

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As of December 31, 2025, including aircraft operated by our regional carriers, we leased 122 aircraft, of which 20 were under finance leases and 102 were operating leases.

Our aircraft leases had remaining lease terms of three months to 11 years.

Our aircraft leases had remaining lease terms of two months to 10 years.

In addition, we have regional aircraft leases that are embedded within our capacity purchase agreements and included in the ROU asset and lease liability.

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Because of the variable nature of the rates, these leases are not recorded on our balance sheets.

Some airport facilities have fixed payment schedules, the most significant of which is New York-JFK which comprises the majority of our ground and other operating right of use asset and lease liability.

Some airport facilities have fixed payment schedules, the most significant of which is New York-JFK, which comprises the majority of our ground and other operating ROU asset and lease liability.

For those airport leases with fixed payment schedules, we have recorded a ROU asset and lease liability representing the fixed component of the lease payments.

See Note 8, "Airport Redevelopment," for more information on our significant airport redevelopment projects.

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

Other Ground Property and Equipment

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The amounts of these lease and nonlease components are not significant.

Delta Air Lines, Inc.

| 2024 Form 10-K

Notes to the Consolidated Financial Statements

Lease Position

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The interest portion of straight-line rent expense related to fleet operating leases was $ 140 million and $ 165 million during the years ended December 31, 2025 and 2024, respectively.

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

The table below presents certain information related to the lease costs for finance and operating leases.

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(1) Expenses are primarily classified within aircraft rent, landing fees and other rents and regional carrier expense on our income statement.

Delta Air Lines, Inc.

| 2024 Form 10-K

Notes to the Consolidated Financial Statements

Other Information

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Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheets.

Future lease cash flows and reconciliation to the balance sheet

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Long-term lease obligations $ 5,353 $ 572

AIRPORT REDEVELOPMENT

Los Angeles International Airport ("LAX")

In 2023, we substantially completed all construction for the LAX upgrade and modernization project that consolidates Terminals 2 and 3, as well as connects these terminals to the Tom Bradley International Terminal.

The project cost approximately $ 2.5 billion.

A substantial majority of the project costs were funded through the Regional Airports Improvement Corporation ("RAIC"), a California public benefit corporation, using a revolving credit facility provided by a group of lenders.

The credit facility was executed in 2017 and we have guaranteed the obligations of the RAIC under the credit facility.

Loans made under the credit facility are being repaid with the proceeds from the City of Los Angeles' (the "City") purchase of completed project assets.

Under the lease agreement and subsequent project component approvals by the City's Board of Airport Commissioners, the City appropriated approximately $ 1.8 billion to purchase completed project assets, representing the maximum allowable reimbursement by the City.

Costs incurred in excess of the $ 1.8 billion maximum were not reimbursed by the City.

Our net project costs were approximately $ 700 million, of which approximately $ 350 million has been reflected as investing activities and approximately $ 350 million as operating activities in our cash flows statement since the project started in 2017.

Based on our assessment of the project, we concluded that we do not control the underlying assets being constructed, and therefore, we do not have the project asset or related obligation recorded on our balance sheets, except for certain assets recorded as leasehold improvements within property and equipment, net on our balance sheets.

As of December 31, 2025, we had additional leases that will commence in the future (primarily in 2027) with contractual lease payments of $ 122 million.

These are primarily regional aircraft leases with lease terms of seven years .

Delta Air Lines, Inc.

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Notes to the Consolidated Financial Statements

We have recorded approximately $ 350 million as a ROU asset on our balance sheets related to certain costs incurred in excess of RAIC funding, though we have not recognized a ROU asset and lease liability on our balance sheets for the variable lease payments in our agreement with the City.

See Note 7, "Leases" for more information on our ROU assets and lease liabilities.

New York-LaGuardia Airport

In 2024, we substantially completed all construction for the replacement of Terminals C and D of the New York-LaGuardia Airport with a new state-of-the-art terminal facility.

The project cost approximately $ 4.2 billion and was funded through debt issuance, existing cash and a Port Authority contribution of approximately $ 500 million.

We entered into loan agreements to fund a portion of the construction, which are recorded on our balance sheets as debt with the proceeds reflected as restricted cash.

Using funding primarily provided by these arrangements, we spent approximately $ 300 million, $ 500 million and $ 650 million during 2024, 2023 and 2022, respectively.

Based on our assessment of the project, we concluded that we did not control the underlying assets being constructed.

Costs incurred by Delta are accounted for as leasehold improvements recorded in property and equipment, net on our balance sheets.

See Note 6, "Debt," for additional information on the debt (NYTDC Special Facilities Revenue Bonds) related to this redevelopment project.

EMPLOYEE BENEFIT PLANS

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We estimate that there will be approximately $ 5 million of minimum funding requirements under these plans in 2026.

We also sponsor a market based cash balance defined benefit pension plan for eligible pilots that is funded by company contributions in excess of IRS limits in the 401(k) plan.

We also sponsor a market based cash balance plan, a defined benefit pension plan for eligible pilots that is funded by company contributions in excess of IRS limits in the 401(k) plan.

We fund this plan with cash contributions as benefits are earned and invest those assets.

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Substantially all employees are eligible for benefits under these plans in the event of death and/or disability.

Benefits under our postretirement and post employment plans are funded from current assets and employee contributions.

Benefits under our postretirement and postemployment plans are funded from current assets and employee contributions.

Delta Air Lines, Inc.

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Pension Benefits

December 31, (1)

Other Postretirement and Postemployment Benefits

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Interest cost 831 820 181 182

Actuarial (gain)/loss ( 738 ) 351 ( 50 ) 24

Actuarial loss/(gain) 266 ( 738 ) 141 ( 50 )

Benefits paid, including lump sums and annuities ( 1,315 ) ( 1,259 ) ( 489 ) ( 497 )

Plan amendments — — — 11

Participant contributions — — 27 30

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Employer contributions 352 256 466 468

Participant contributions — — 30 18

Benefits paid, including lump sums and annuities ( 1,315 ) ( 1,259 ) ( 489 ) ( 497 )

Participant contributions — — 27 30

Fair value of plan assets at end of period $ 17,280 $ 15,905 $ 41 $ 27

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(2) At the end of each year presented, our accumulated benefit obligations for our pension plans are equal to the benefit obligations shown above.

During 2024, net actuarial gains decreased our benefit obligation primarily due to the increase in discount rates while net actuarial losses increased our benefit obligation primarily due to the decrease in discount rates during 2023.

During 2025, net actuarial losses increased our benefit obligation primarily due to the decrease in discount rates.

During 2024, net actuarial gains decreased our benefit obligation primarily due to the increase in discount rates.

These gains and losses are recorded in AOCI and reflected in the table below.

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Notes to the Consolidated Financial Statements

Net Periodic Cost/(Benefit)

Net Periodic Cost

Pension Benefits

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Service cost $ 273 $ 233 $ 95 $ 132 $ 92 $ 71

$ 233 $ 95 $ — $ 92 $ 71 $ 70

Interest cost 831 820 855 181 182 200

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Special termination benefits — — — 1 5 —

Net periodic cost/(benefit)

Net periodic cost

$ 239 $ 239 $ 130 $ 328 $ 291 $ 279

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Service cost is recorded in salaries and related costs in the income statement, while all other components are recorded within miscellaneous, net under non-operating expense.

We used the following actuarial assumptions to determine our benefit obligations and our net periodic cost/(benefit) for the periods presented:

We used the following actuarial assumptions to determine our benefit obligations and our net periodic cost for the periods presented:

Benefit Obligations (1)

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Year Ended December 31,

Net Periodic Cost/(Benefit) (1)

Net Periodic Cost (1)

2025 2024 2023

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This is achieved by investing in a globally diversified mix of public and private equity, fixed income, real assets, hedge funds and other assets and instruments.

Our weighted average expected long-term rate of return on assets for net periodic cost/(benefit) for the year ended December 31, 2024 was 6.97 %.

Our weighted average expected long-term rate of return on assets for net periodic cost for the year ended December 31, 2025 was 6.96 %.

Life Expectancy.

Changes in life expectancy may significantly impact our benefit obligations and future net periodic cost/(benefit).

Changes in life expectancy may significantly impact our benefit obligations and future net periodic cost.

Each year we review information published by the Society of Actuaries and other publicly available information to develop our best estimate of life expectancy for purposes of measuring pension and other postretirement and postemployment benefit obligations.

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The Delta common stock investment is managed by an independent fiduciary.

Valuation is based on the closing price reported on the exchange where the stock is traded.

These investments include commodities such as precious metals and precious metals-related instruments, some of which are valued at the closing price reported on the active market on which the individual instruments are traded, while others are priced based on pricing models, quoted prices of securities with similar characteristics or broker quotes.

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(5) Includes funds with daily redemptions.

The 0 Days Redemption Notice Period applies to participant-level redemptions.

The 3 Days Redemption Notice Period applies to plan-level redemptions.

On an annual basis we assess the potential for adjustments to the fair value of all investments.

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Commingled Funds, Private Equity and Private Equity-Related Instruments.

These investments include commingled funds invested in common stock, as well as private equity and private equity-related instruments.

Commingled funds are valued based on quoted market prices of the underlying assets owned by the fund.

These investments include commingled funds invested primarily in equity securities, as well as private equity and private equity-related instruments.

Commingled funds are valued based on fair market value of the underlying assets minus the liabilities.

Private equity and private equity-related instruments are typically valued quarterly by the fund managers using valuation models where one or more of the significant inputs into the model cannot be observed and which require the development of assumptions.

Fixed Income and Fixed Income-Related Instruments.

These investments include private fixed income instruments that are typically valued monthly or quarterly by the fund managers or third-party valuation agents using valuation models where one or more of significant inputs into the model cannot be observed and which require the development of assumptions.

These investments include private fixed income instruments that are typically valued monthly or quarterly by third-party valuation agents in the majority of cases and, less commonly, by the fund managers.

In the latter case, a fund manager may use valuation models where one or more of significant inputs into the model cannot be observed and which require the development of assumptions.

These investments include real estate, energy, timberland, agriculture and infrastructure.

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Balanced Allocation.

The investments include commingled funds invested in common stock and fixed income instruments.

Commingled funds are valued based on quoted market prices of the underlying assets owned by the fund.

The investments include commingled funds invested primarily in equity and fixed income securities.

Commingled funds are valued based on the fair market value of the underlying assets minus the liabilities.

Primarily includes globally-diversified, risk-managed commingled funds consisting mainly of equity, fixed income and commodity exposures.

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In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items.

For both the years ended December 31, 2024 and 2023, we recorded profit sharing expense of $ 1.4 billion under the program.

For the years ended December 31, 2025 and 2024, we recorded profit sharing expense under the program of $ 1.3 billion and $ 1.4 billion, respectively.

COMMITMENTS AND CONTINGENCIES

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(in millions) Total

Thereafter 370

Total $ 15,430

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A321-200neo 68

A330-900neo 7

Aircraft Orders

During 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft.

Deliveries of these aircraft are scheduled to begin in 2026.

Also during 2024 we amended our purchase agreement with Boeing and received an updated delivery schedule for our Boeing 737-10 orders.

In addition to the aircraft purchase commitments above, on January 12, 2026, we entered into a definitive agreement with The Boeing Company to acquire 30 Boeing 787-10 aircraft, with an option to purchase up to an additional 30 of the same aircraft.

The B-787-10 aircraft will include GEnx engines manufactured by General Electric.

Deliveries of the B-787-10 aircraft will begin in 2031.

On January 27, 2026, we entered into a definitive agreement with Airbus S.A.S.

to purchase 16 Airbus A330-900 aircraft and 15 Airbus A350-900 aircraft, with an option to purchase up to an additional 20 widebody aircraft.

The A330-900 aircraft will be powered by the Trent 7000 engine and the A350-900 aircraft will utilize the Trent XWB-84 EP engine, both manufactured by Rolls-Royce.

Deliveries of the aircraft will begin in 2029.

Contract Carrier Agreements

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Delta Pilots 17,260 ALPA December 31, 2026

Delta Flight Superintendents (Dispatchers) (1)

500 PAFCA November 1, 2024

Delta Flight Superintendents (Dispatchers) 530 PAFCA August 1, 2030

Endeavor Pilots 1,770 ALPA January 1, 2029

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1,910 AFA March 31, 2027

(1) We are in discussions with representatives of PAFCA regarding terms of the collective bargaining agreement that became amendable on November 1, 2024.

In addition to the domestic airline employee groups discussed above, approximately 200 refinery employees of our wholly owned subsidiary Monroe are represented by the United Steel Workers under an agreement that expires on February 28, 2026.

In addition to the domestic airline employee groups discussed above, approximately 200 refinery employees of Monroe are represented by the United Steel Workers under an agreement that expires on February 28, 2026.

This agreement is governed by the National Labor Relations Act, which generally allows either party to engage in self-help upon the expiration of the agreement.

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International ( 44 ) ( 11 ) ( 11 )

Deferred tax (provision) benefit:

Deferred tax provision:

Federal ( 970 ) ( 1,038 ) ( 896 )

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2025 2024 2023

(in millions, except for percentages) Amount Percent Amount Percent Amount Percent

federal statutory income tax rate $ 1,299 21.0 % $ 978 21.0 % $ 1,178 21.0 %

State taxes, net of federal benefit 2.6 2.0 3.0

Permanent differences 1.0 0.7 1.0

Valuation allowance 1.9 ( 5.0 ) 7.3

State and local income tax, net of federal income tax effect (1)

123 2.0 115 2.5 112 2.0

Nontaxable or nondeductible items 41 0.7 59 1.3 46 0.8

Changes in valuation allowances ( 272 ) ( 4.4 ) 89 1.9 ( 274 ) ( 4.9 )

Other ( 11 ) ( 0.2 ) ( 40 ) ( 0.9 ) ( 63 ) ( 1.1 )

Effective income tax rate $ 1,180 19.1 % $ 1,201 25.8 % $ 999 17.8 %

(1) New York City, New York, Georgia and California make up the majority (greater than 50%) of the tax effect in this category in 2024 and 2025.

Georgia, New York City, New York and New Jersey make up the majority (greater than 50%) of the tax effect in this category in 2023.

Taxes paid across all jurisdictions were immaterial for all periods presented.

Deferred Taxes

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Deferred tax assets and liabilities are net by jurisdiction and are recorded as noncurrent on the balance sheets.

We have elected to recognize global intangible low tax income in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years.

We have elected to recognize Global Intangible Low-Taxed Income ("GILTI") in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes.

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

Significant components of deferred income tax assets and liabilities

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Net operating loss carryforwards $ 694 $ 799

Capital loss carryforward — 8

Pension, postretirement and other benefits 916 1,205

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$ 3,443 $ 2,081

Delta Air Lines, Inc.

| 2024 Form 10-K

Notes to the Consolidated Financial Statements

Valuation Allowance

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Balance at December 31 $ 643 $ 951

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

The amount of, and changes to, our uncertain tax positions were not material in any of the years presented.

We are currently under audit by the IRS for the 2025 and 2024 tax years.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law.

The legislation did not have a material impact on our income tax expense or effective income tax rate for the year ended December 31, 2025.

EQUITY AND EQUITY COMPENSATION

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The weighted average cost per share held in treasury was $ 36.71 and $ 31.06 as of December 31, 2025 and 2024, respectively.

Delta Air Lines, Inc.

| 2024 Form 10-K

Notes to the Consolidated Financial Statements

During 2020 and 2021, in connection with the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the "CARES Act") payroll support program ("PSP") and extensions, we issued warrants to the U.S Department of the Treasury to acquire more than 11.1 million s hares of Delta common stock, which have subsequently been sold to a third party.

The number of warrants outstanding slightly increased and the exercise price of the warrants slightly decreased since December 31, 2023 due to adjustments resulting from dividend payments during 2024.

Key terms under each program as of December 31, 2024 are as follows:

Summary of payroll support program warrants

(in millions, except exercise price) Number of Warrants Exercise Price Expiration Year

Payroll Support Program (PSP1) 6.9 $ 23.99 2025

Payroll Support Program Extension (PSP2) 2.4 39.11 2026

Payroll Support Program 3 (PSP3) 1.9 47.05 2026

The warrants under PSP1 and PSP2 were exercised and settled in a net share settlement in March 2025.

As of December 31, 2025, there were 1.9 million warrants outstanding related to the Payroll Support Program 3 (PSP3) which have an exercise price of $ 46.48 and expire during 2026.

In January 2026, approximately half of the PSP3 warrants were exercised and settled in a net share settlement.

Equity Compensation

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The Plan authorizes the issuance of up to 173 million shares of common stock.

As of December 31, 2024, there were nine million shares available for future grants.

As of December 31, 2025, there were 19 million shares available for future grants.

We make long-term incentive awards annually to eligible employees under the Plan.

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We record expense on a straight-line basis for awards with installment vesting.

As of December 31, 2024, unrecognized costs related to unvested shares and stock options totaled $ 117 million.

As of December 31, 2025, unrecognized costs related to unvested shares totaled $ 112 million.

We expect substantially all unvested awards to vest and recognize forfeitures as they occur.

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

Restricted Stock.

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Outstanding at December 31 3.6 $ 51.37 4.3 $ 40.60 4.2 $ 40.51

Delta Air Lines, Inc.

| 2024 Form 10-K

Notes to the Consolidated Financial Statements

Stock Options.

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Potential performance award payments range from 0 %- 200 % of a target level and are contingent upon our achieving certain financial and operational goals over a three-year performance period.

Performance Restricted Stock Units (PRSU).

Performance Restricted Stock Units.

Performance restricted stock units are long-term incentive opportunities that provide executive officers with the right to receive shares of Delta stock based on our achievement of certain performance conditions at the end of a three-year period.

PRSUs were first granted to executive officers in 2022.

Potential payouts range from 0 %- 300 % of a target level for the grants in 2022 and 2023 and range from 0 %- 200 % of a target level for the grants in 2024.

Potential payouts range from 0 %- 300 % of a target level for the grants in 2023 and range from 0 %- 200 % of a target level for the grants in 2024 and 2025.

Based on the closing stock price at year end and contingent on achieving the specified performance conditions, the maximum shares that could be issued were 5.4 million, 6.0 million and 3.3 million for the years ended December 31, 2025, 2024 and 2023 respectively.

Delta Air Lines, Inc.

| 2025 Form 10-K

Notes to the Consolidated Financial Statements

EARNINGS PER SHARE

We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding restricted shares.

We calculate diluted earnings per share by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based instruments, including stock options, restricted stock awards and warrants.

Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material.

The following table shows our computation:

Basic and diluted earnings per share

Year Ended December 31,

(in millions, except per share data) 2025 2024 2023

Net income $ 5,005 $ 3,457 $ 4,609

Basic weighted average shares outstanding 648 641 639

Dilutive effect of share-based instruments 6 7 4

Diluted weighted average shares outstanding 654 648 643

Basic earnings per share $ 7.72 $ 5.39 $ 7.21

Diluted earnings per share $ 7.66 $ 5.33 $ 7.17

ACCUMULATED OTHER COMPREHENSIVE LOSS

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The refinery's production consists of jet fuel, as well as non-jet fuel products.

We exchange the non-jet fuel products produced by the refinery with counterparties for jet fuel consumed in our airline operations.

The gross fair value of the products exchanged under these agreements during the years ended December 31, 2024, 2023 and 2022 was $ 1.5 billion, $ 2.4 billion and $ 3.5 billion, respectively.

We exchange or sell the non-jet fuel products produced by the refinery with counterparties for jet fuel consumed in our airline operations.

The gross fair value of the products under exchange agreements during the years ended December 31, 2025, 2024 and 2023 was $ 580 million, $ 1.5 billion and $ 2.4 billion, respectively.

The volume of exchange transactions has declined in recent years due to changes in the counterparties used to supply jet fuel and our related buy/sell agreements.

As of December 31, 2025, we do not plan to use exchange agreements to procure significant volumes of fuel.

A refinery is subject to annual Environmental Protection Agency ("EPA") requirements to blend renewable fuels into the gasoline and on-road diesel fuel it produces.

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Interest expense, net 679 1 ( 1 ) 679

Other non-operating expense 590 590

Other non-operating income 1,042 1,042

Income before income taxes 6,028 156 1 6,185

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Interest expense, net 747 3 ( 3 ) 747

Other non-operating income 921 921

Other non-operating expense 590 590

Income before income taxes 4,620 35 3 4,658

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Interest expense, net 834 17 ( 17 ) 834

Other non-operating expense 718 718

Other non-operating income 921 921

Income before income taxes 5,223 368 17 5,608

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(2) Represents value of products delivered under our exchange agreements, as discussed above, determined on a market price basis.

EARNINGS PER SHARE

We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding restricted shares.

Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material.

The following table shows our computation:

Basic and diluted earnings per share

Year Ended December 31,

(in millions, except per share data) 2024 2023 2022

Net income $ 3,457 $ 4,609 $ 1,318

Basic weighted average shares outstanding 641 639 638

Dilutive effect of share-based instruments 7 4 3

Diluted weighted average shares outstanding 648 643 641

Basic earnings per share $ 5.39 $ 7.21 $ 2.07

Diluted earnings per share $ 5.33 $ 7.17 $ 2.06

Delta Air Lines, Inc.

2 unchanged sentences

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 8. Financial Statements and Supplementary Data