8-KThe WireRoutine
Reg FD Disclosure
Filed May 9, 2025 · 1y ago · Accession 0001683168-25-003307
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): May
9, 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.
Delta Air Lines, Inc. today issued a press release announcing its participation
in the planned acquisition of a minority stake in WestJet. The press release is attached as Exhibit 99.1.
*******************************************************************************************************************************
In accordance with general instruction B.2 of Form 8-K, the information
in this report (including Exhibit 99.1) 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 (including Exhibit 99.1) 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. Forward-looking statements included in this Form
8-K (including Exhibit 99.1) include without limitation any statements we make concerning Delta’s planned acquisition of a minority
stake in WestJet and anticipated customer benefits. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1
Press Release dated May 9, 2025 titled “Delta, Korean Air to strengthen partnerships with WestJet”
Exhibit 104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
2
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:
May 9, 2025
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Filing details
- Company
- DELTA AIR LINES, INC.
- Ticker
- DAL
- CIK
- 27904
- Form type
- 8-K
- Filing date
- May 9, 2025
- Report date
- May 9, 2025
- Document
- delta_8k.htm
- Size
- 218 KB