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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): December
3, 2025
DELTA
AIR LINES, INC.
(Exact name of
registrant as specified in its charter)
| Delaware | |
001-05424 | |
58-0218548 |
(State or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(IRS Employer
Identification No.) |
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:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
DAL |
New York Stock Exchange |
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 7.01 | Regulation FD Disclosure. |
As previously announced, executives of Delta Air Lines, Inc.
(“Delta” or the “Company”) are participating in a webcast fireside chat at the Morgan Stanley Global
Consumer & Retail Conference on December 3, 2025 starting at 8:45 a.m. ET.
At the conference, Delta is disclosing that demand remains healthy
for the December quarter and trends are strong for early 2026. Growth in travel bookings has returned to initial expectations following
a temporary softening in November related to the government shutdown, which is expected to impact the Company’s December quarter
pre-tax profitability by approximately $200 million, equating to approximately 25 cents of earnings per share.
*************************************************************************************************************************
In accordance with general instruction B.2 of Form 8-K, the information
in this report that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth
in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to
be disclosed solely by Regulation FD.
Forward Looking Statements
Statements made in this Form 8-K that are not historical facts,
including statements regarding our estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments or strategies
for the future, should be considered “forward-looking statements” under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promised
outcomes and should not be construed as such. All forward-looking statements involve a number of risks and uncertainties that could cause
actual results to differ materially from the estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments
and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited
to, the possible effects of serious accidents involving our aircraft or aircraft of our airline partners; breaches or lapses in the security
of technology systems we use and rely on, which could compromise the data stored within them, as well as failure to comply with evolving
global privacy and security regulatory obligations or adequately address increasing customer focus on privacy issues and data security;
disruptions in our information technology infrastructure; our dependence on technology in our operations; increases in the cost of aircraft
fuel; extended disruptions in the supply of aircraft fuel, including from Monroe Energy, LLC (“Monroe”), a wholly-owned subsidiary
of Delta that operates the Trainer refinery; failure to receive the expected results or returns from our commercial relationships with
airlines in other parts of the world and the investments we have in certain of those airlines; the effects of a significant disruption
in the operations or performance of third parties on which we rely; failure to comply with the financial and other covenants in our financing
agreements; labor-related disruptions; the effects on our business of seasonality and other factors beyond our control, such as changes
in value in our equity investments, severe weather conditions, natural disasters or other environmental events, including from the impact
of climate change; failure or inability of insurance to cover a significant liability at Monroe’s refinery; failure to comply with
existing and future environmental regulations to which Monroe’s refinery operations are subject, including costs related to compliance
with renewable fuel standard regulations; significant damage to our reputation and brand, including from exposure to significant adverse
publicity or inability to achieve certain sustainability goals; our ability to retain senior management and other key employees, and to
maintain our company culture; disease outbreaks or other public health threats, and measures implemented to combat them; the effects of
terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline industry; extended interruptions or
disruptions in service at major airports at which we operate or significant problems associated with types of aircraft or engines we operate;
the effects of extensive regulatory and legal compliance requirements we are subject to; the impact of environmental regulation, including
but not limited to regulation of hazardous substances, increased regulation to reduce emissions and other risks associated with climate
change, and the cost of compliance with more stringent environmental regulations; and unfavorable economic or political conditions in
the markets in which we operate or volatility in currency exchange rates.
Additional information concerning risks and uncertainties that could
cause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission (SEC) filings,
including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other filings filed with the SEC from time to
time. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of the
date of this Form 8-K, and which we undertake no obligation to update except to the extent required by law.
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.
| |
DELTA AIR LINES, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Daniel C. Janki |
| |
|
Daniel C. Janki |
| |
|
Executive Vice President & Chief Financial Officer |
Date:
December 3, 2025
