8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): July 18, 2022

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. ☐

On July 18, 2022, Delta Air Lines, Inc. (“Delta”) entered into a definitive agreement with The Boeing Company to acquire 100 Boeing 737-10 aircraft, the largest model in the 737 MAX family of aircraft. The 737-10 aircraft will include next-generation LEAP-1B engines manufactured by CFM International. Deliveries of the 737-10 aircraft will begin in 2025. The order for the aircraft is within Delta’s previously announced 2024 capital expenditure and capacity targets. Delta has obtained long-term financing for a substantial portion of the purchase price of each aircraft.

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 strategiesfor the future, should be considered “forward-looking statements” under the Securities Act of 1933, as amended, the SecuritiesExchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promisedoutcomes and should not be construed as such. All forward-looking statements involve a number of risks and uncertainties that could causeactual results to differ materially from the estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitmentsand strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limitedto, the material adverse effect that the COVID-19 pandemic has had on our business; the impact of incurring significant debt in responseto the pandemic; failure to comply with the financial and other covenants in our financing agreements; the possible effects of accidentsinvolving our aircraft or aircraft of our airline partners; breaches or lapses in the security of technology systems on which we relyand of the data stored within them, as well as compliance with ever-evolving global privacy and security regulatory obligations; disruptionsin our information technology infrastructure; our dependence on technology in our operations; our commercial relationships with airlinesin other parts of the world and the investments we have in certain of those airlines; the effects of a significant disruption in the operationsor performance of third parties on which we rely; failure to realize the full value of intangible or long-lived assets; labor issues;the effects of weather, natural disasters and seasonality on our business; changes in the cost of aircraft fuel; extended disruptionsin the supply of aircraft fuel, including from Monroe Energy, LLC (“Monroe”), a wholly-owned subsidiary of Delta; failureor inability of insurance to cover a significant liability at Monroe’s Trainer refinery; failure to comply with existing and futureenvironmental regulations to which Monroe’s refinery operations are subject, including costs related to compliance with renewablefuel standard regulations; our ability to retain senior management and other key employees, and to maintain our company culture; significantdamage to our reputation and brand, including from exposure to significant adverse publicity or inability to achieve certain sustainabilitygoals; the effects of terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline industry; extendedinterruptions or disruptions in service at major airports at which we operate or significant problems associated with types of aircraftor engines we operate; the effects of extensive government regulation we are subject to; the impact of environmental regulation, includingbut not limited to increased regulation to reduce emissions and other risks associated with climate change, and the cost of compliancewith more stringent environmental regulations; and unfavorable economic or political conditions in the markets in which we operate orvolatility in currency exchange rates.

Additional information concerning risks and uncertainties that couldcause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission filings,including our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our quarterly Report on Form 10-Q for the quarterlyperiod ended June 30, 2022. Caution should be taken not to place undue reliance on our forward-looking statements, which represent ourviews 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.

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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.

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