DELTA AIR LINES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Delta Air Lines, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

**NOTICE****OF THE ANNUAL MEETING

OF SHAREHOLDERS

AGENDA

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement by or at the direction of the Board of Directors.

Alist of shareholdersentitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at Delta’s Investor Relations Department, 1030 Delta Boulevard, Atlanta, Georgia 30354.

If you plan toattend the meeting virtually, please see the instructions on page 87 of the attached proxy statement.

We encourage shareholders to sign up to receive future proxy materials electronically, including the Notice Regarding the Availability of Proxy Materials. To sign up, visithttp://enroll.icsdelivery.com/dal.

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders on or about May 9, 2025.

Please read our attached proxy statement carefully and submit your vote as soon as possible. Your vote is important. You can ensure that your shares are voted at the meeting by using our Internet or telephone voting system, or by completing, signing and returning a proxy card.

Atlanta, Georgia

May 9, 2025

LETTER FROM THE NON-EXECUTIVE CHAIR OF THE BOARD

On behalf of the members of the Board of Directors, thank you for your continued support of Delta Air Lines. Our Board works hard to represent you in a responsible and transparent way, supporting the work of the management team to achieve long-term value for you. We appreciate the regular feedback that many of you provide to us on the topics that are important to you.

Ed describes in his letter the strong operational and financial year for the company in 2024. The leadership of the management team and the service that Delta employees provide every day truly differentiate Delta.

As discussed with many of you during the last year, the Board in 2024 remained focused on:

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our oversight and support of the company’s long-term strategy that has differentiated its operational and financial performance from the industry;

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the company’s commitment to its outstanding employees, who collectively are its most important competitive advantage; and

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the refreshment of our own membership so that we continue to provide fresh insights and a variety of perspectives.

Our ability to focus on these topics and others is firmly grounded in the strong governance foundation that has been in place at Delta for many years. In particular, we remain mindful of the need for the Board to collectively possess a wide range of experiences, skills and perspectives so that we collectively represent our customers and employees and can effectively engage with management on your behalf. Seven of our 14 Board members, all of whom are being renominated for election, have joined the Board in the last five years.

In addition to the renewed refreshment of board membership with Maria Black and Willie Chiang joining the board in mid-2024, we have made two meaningful additions to the board in late 2024 and early 2025. We are very pleased that Christophe Beck and Judith McKenna bring their talent and experience to our board, contributing unique perspectives and backgrounds. You can read more about Christophe and Judith and our other director nominees on pages 60 - 67.

As we join you in celebrating the Centennial year of the world’s best airline, we welcome your engagement on issues of importance to you and the company. We encourage you to provide your perspectives to the Board. In particular, we encourage you to review this proxy statement, and vote in the annual meeting on June 19.

We deeply appreciate your support as shareholders and customers.

DAVID S. TAYLOR

CHAIR OF THE BOARD

LETTER FROM THE CEO

In 2024, our 100,000-strong team produced the industry’s top operating and financial performance and delivered on our brand promise as the No. 1 premium airline. Our customers continued to flock to the skies to experience the magic of travel, with strong demand for our world-class customer experience, leading global network and welcoming, elevated and caring service from the industry’s best people.

During the year, Delta’s leadership was recognized with a No. 11 ranking onFORTUNE’s World’s Most Admired Companies list for the second year in a row, the 12 thtime Delta has been included on the prestigious list; awarded the most on-time North American airline by Cirium, named the Top U.S. Airline for the fourth year in a row byThe Wall Street Journal; and recognized byJUST Capitalas the No. 1 airline on the JUST 100 ranking, which measures issues Americans care about the most, including fair wages and supporting employee well-being, among many others.

Highlights from 2024 include:

**Industry-leading financial performance.**Thanks to the outstanding work of the Delta team, we led the industry in financial performance last year, with 50% of the industry’s profits on just 20% of its market share. The team generated record full-year revenue, $5 billion of pre-tax income, $8 billion of operating cash flow and $3.4 billion of free cash flow in 2024, demonstrating our differentiation and durability. Just as important, we continued to strengthen our financial foundation, with debt repayment of $4 billion during the year and achieving an investment-grade rating from all three major credit agencies.

**Best-in-class operational reliability.**Our investments in our people and our operation have been paying off, with Delta continuing to operate the world’s most reliable airline in 2024 amid a challenging environment. That performance excellence is the foundation of our service and continues to be a top driver of customer loyalty and engagement.

**Leveraging our premium brand.**Delta expanded our differentiation in 2024 with major investments in our fleet, network and the customer experience, building brand loyalty to position Delta as the leading premium airline. That includes the opening of new Delta One Lounges and Delta Sky Clubs in key markets, expanding Delta Sync Wi-Fi, and investing in technology and innovative products that set us apart. And during the year, we took delivery of 38 new next-generation aircraft, increasing efficiency as we reduce fuel burn and emissions.

**Expanding our global network.**During 2024, we announced new destinations including Catania, Sicily, and Riyadh, Saudi Arabia; while adding new routes and frequencies to cities including Barcelona, Rome, Seoul, Dublin and Milan. And our partnership strategy continued to open the world for our customers, including the announcement of a new partner, Riyadh Air, which will unlock access to Saudi Arabia and destinations throughout the Middle East in the years to come.

**Powered by our people.**Delta’s success has always come from our people, whose dedication, expertise and passion for service set us apart. During the year, we continued to invest in our people and prioritize the tools and resources they need to deliver their best for Delta every day. And as always, we share our success, including $1.4 billion in employee Profit Sharing for 2024, $86 million in 2024 Shared Rewards to our employees for meeting operational targets, and 5% raises for our frontline workgroups in 2024.

This year, we’re celebrating our Centennial as we reflect on the past 100 years and plan for our next century of flight. As proud as we are of our accomplishments, we’re even more excited about what’s to come in the next hundred years. Thank you for your support for Delta, and for joining us on our journey as we continue to spread the power of travel around our world.

Sincerely,

EDWARD H. BASTIAN

CHIEF EXECUTIVE OFFICER