UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2025

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

P.O. Box 20706, Atlanta, Georgia 30320-6001

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 715-2600

Registrant’s Web site address: www.delta.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the Annual Meeting of Shareholders of Delta Air Lines, Inc. (the “Company”) held on June 19, 2025 (the “2025 Annual Meeting”), the Company’s shareholders approved the Delta Air Lines, Inc. Performance Compensation Plan, as amended and restated effective June 19, 2025 (the “Performance Compensation Plan”), which was previously approved by the Company’s Board of Directors subject to approval by the Company’s shareholders. The Performance Compensation Plan amends and restates the Delta Air Lines, Inc. Performance Compensation Plan currently in effect, which was approved by the Company’s shareholders in June 2016.

The material terms of the Performance Compensation Plan currently in effect are unchanged, other than (i) an increase of 9,600,000 in the number of shares authorized for issuance under the plan, and (ii) an extension of the expiration date of the plan from June 10, 2026 to June 19, 2035.

For a description of the terms and conditions of the Performance Compensation Plan, see “Key Features of the Performance Compensation Plan” and “Summary of the Performance Compensation Plan” under “Proposal 3 – Approval of Amendment and Restatement of Performance Compensation Plan” in the definitive proxy statement for the 2025 Annual Meeting filed on April 25, 2025, which description is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company’s 2025 Annual Meeting, five proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Company’s definitive proxy statement for the 2025 Annual Meeting filed on April 25, 2025.

A brief description of the proposals and the final results of the votes for each matter follows:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 20, 2025