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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-11 · 35 added, 30 removed, 241 unchanged (21% of the section changed)

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this item is set forth under the headings "Governance - Board Matters," "Proposal 1 - Election of Directors" and "Other Information - Delinquent Section 16(a) Reports" in our Proxy Statement to be filed with the Commission related to our 2025 Annual Meeting of Stockholders ("Proxy Statement"), and is incorporated by reference.

Information required by this item is set forth under the headings "Governance - Board Matters," "Proposal 1 - Election of Directors" in our Proxy Statement to be filed with the Commission related to our 2026 Annual Meeting of Stockholders ("Proxy Statement"), and is incorporated by reference.

Certain information regarding Delta's executive officers is contained in Part I of this Form 10-K under the heading "Information About Our Executive Officers."

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following is an index of the financial statements required by this item that are included in this Form 10-K:

(a) (1) The following is an index of the financial statements required by this item that are included in this Form 10-K:

Report of Independent Registered Public Accounting Firm

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Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.

10.1 Amended and Restated Credit Agreement, dated as of November 6, 2023, among Delta Air Lines, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Fi led as Exhibit 10.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2023 ) .

10.2(a) Payroll Support Program Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc.

and the United States Department of the Treasury (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*

Delta Air Lines, Inc.

| 2024 Form 10-K

10.2(b) Warrant Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc.

and the United States Department of the Treasury (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*

10.2(c) Form of Warrant to Purchase Common Stock (Filed as Exhibit 10.4(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

10.1 Amended and Restated Credit Agreement, dated as of November 6, 2023, among Delta Air Lines, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Filed as Exhibit 10.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2023).*

10.2(a) Payroll Support Program Extension Agreement, dated as of January 15, 2021, between Delta Air Lines, Inc.

and the United States Department of the Treasury (Filed as Exhibit 10.7 to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

Delta Air Lines, Inc.

| 2025 Form 10-K

10.2(b) Warrant Agreement, dated as of January 15, 2021, between Delta Air Lines, Inc.

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and the United States Department of the Treasury (including Form of Warrant to Purchase Common Stock) (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*

10.5(a) Term Loan Credit and Guaranty Agreement, dated as of September 23, 2020, among Delta Air Lines, Inc.

, SkyMiles IP Ltd., the guarantors party thereto, Barclays Bank PLC, as administrative agent, U.S.

10.4(a) Term Loan Credit and Guaranty Agreement, dated as of September 23, 2020, among Delta Air Lines, Inc., SkyMiles IP Ltd., the guarantors party thereto, Barclays Bank PLC, as administrative agent, U.S.

Bank National Association, as collateral administrator, and the lenders party thereto (Filed as Exhibit 10.1 to Delta's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2020).*

10.5(b) First Amendment to Term Loan Credit and Guaranty dated as of December 4, 2022 among SkyMiles IP Ltd., Delta Air Lines, Inc.

10.4(b) First Amendment to Term Loan Credit and Guaranty Agreement dated as of December 4, 2022 among SkyMiles IP Ltd., Delta Air Lines, Inc.

and Barclays Bank PLC, as administrative agent (Filed as Exhibit 10.6(b) to Delta's Annual Report on form 10-K for the year ended December 31, 2022).*

10.4(c) Second Amendment to Term Loan Credit and Guaranty Agreement, dated as of September 30, 2025, among SkyMiles IP Ltd., Delta Air Lines, Inc.

and Barclays Bank PLC, as lender and as administrative agent (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025).*

10.5(a) Anchor Tenant Agreement dated as of December 9, 2010 between JFK International Air Terminal LLC and Delta Air Lines, Inc.

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10.7(a) Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 between Airbus S.A.S and Delta Air Lines, Inc.

(Filed as Exhibit 10.8(a) to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*/**

10.7(b) Amendment No.

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("Amendment No.

3") (Filed as Exhibit 10.8(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*/**

10.7(c) Letter Agreements, dated May 10, 2017, relating to Amendment No.

3 (Filed as Exhibit 10.8(c) to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*/**

10.7(d) Amendment No.

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("Amendment No.

8") (Filed as Exhibit 10.8(d) to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*/**

10.7(e) Letter Agreements, dated as of October 30, 2018, relating to Amendment No.

8 (Filed as Exhibit 10.8(e) to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*/**

Delta Air Lines, Inc.

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and Delta Air Lines, Inc.

(Filed as Exhibit 10.9(a) to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*/**

10.8(b) Amendment No.

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3 (Filed as Exhibit 10.2(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).*/**

10.9(d) Supplemental Agreement No.

4, dated December 29, 2025, to Purchase Agreement Number PA-04696, dated July 18, 2022, between The Boeing Company and Delta Air Lines, Inc.

relating to Boeing Model 737-10 Aircraft ("Supplemental Agreement No.

Delta Air Lines, Inc.

Performance Compensation Plan (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).*

| 2025 Form 10-K

10.9(e) Letter Agreements, dated December 29, 2025, relating to Supplemental Agreement No.

10.10 Delta Air Lines, Inc.

Performance Compensation Plan (as amended and restated effective June 19, 2025) (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025).*

10.11(a) Delta Air Lines, Inc.

Officer and Director Severance Plan, as amended and restated as of June 1, 2016 (Filed as Exhibit 10.3 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).*

Delta Air Lines, Inc.

| 2024 Form 10-K

10.11(b) Amendment to Delta Air Lines, Inc.

Officer and Director Severance Plan, as amended and restated as of June 1, 2016 (Filed as Exhibit 10.15(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*

10.13 Description of Certain Benefits of Members of the Board of Directors and Executive Officers (Filed as Exhibit 10.

2 to Delta's Quarterly Report on Form 10- Q for the quarter ended June 30, 2024 ).*

10.11(c) Second Amendment to the Delta Air Lines, Inc.

Officer and Director Severance Plan, as amended and restated as of June 1, 2016.

10.12 Description of Certain Benefits of Members of the Board of Directors and Executive Officers (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).*

10.13 Delta Air Lines, Inc.

Management Incentive Plan (As Amended and Restated December 1, 2023).

(Filed as Exhibit 10.14 to Delta's Annual Report on Form 10-K for the year ended December 31, 2023).*

Management Incentive Plan (As Amended and Restated December 1, 2023) (Filed as Exhibit 10.14 to Delta's Annual Report on Form 10-K for the year ended December 31, 2023).*

10.14 Model Award Agreement for the Delta Air Lines, Inc.

2023 Long-Term Incentive Program (Filed as Exhibit 10.16 to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*

10.15 Model Award Agreement for the Delta Air Lines, Inc.

2024 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).*

10.16 Model Award Agreement for the Delta Air Lines, Inc.

2023 Long-Term Incentive Program .

10.17 M odel Award Agreement for the Delta Air Lines, Inc.

2025 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025).*

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Restoration Long Term Disability Plan (Filed as Exhibit 10.24 to Delta's Annual Report on Form 10-K for the year ended December 31, 2011).*

10.19 Terms of 202 4 Restricted Stock Awards for Non-Employee Directors (Filed as Exhibit 10.

1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 202 4 ).*

10.20 S eparation Agreement and General Release, dated August 22, 2024, by and between Delta Air Lines , Inc.

and Michael Spanos (Fi led as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).*

10.18 Terms of 202 5 Restricted Stock Awards for Non-Employee Directors (Filed as Exhibit 10.1 to Delta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 202 5 ).*

19.1 Delta Air Lines, Inc.

Insider Trading Policy.

Insider Trading Policy (Filed as Exhibit 19.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2024).*

21.1 Subsidiaries of the Registrant.

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97 Delta Air Lines, Inc.

Executive Officer Clawback Policy (Filed as Exhibit 97 to Delt a's Annual Report on Form 10-K for the year ended December 31, 2023 ) .

Executive Officer Clawback Policy (Filed as Exhibit 97 to Delta's Annual Report on Form 10-K for the year ended December 31, 2023).*

Delta Air Lines, Inc.

| 2025 Form 10-K

101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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** Portions of this exhibit have been omitted as confidential information.

Delta Air Lines, Inc.

| 2024 Form 10-K

FORM 10-K SUMMARY

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/s/ Michael P.

/s/ Judith J.

McKenna Director

/s/ Vasant M.

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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 9A. Controls and Procedures