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): ~~November~~January 273, ~~2024~~2025

Commission File Number 001-34584

HARBOR DIVERSIFIED, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-3697002
(State ofincorporation)		(I.R.S. Employer Identification No.)
(State of incorporation)		(I.R.S. Employer Identification No.)

W6390 Challenger Drive, Suite 203

Appleton, WI

54914-9120

(Address of principal executive offices)

(Zip Code)

(920) 749-4188

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐	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: None.

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

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

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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On ~~November~~January 273, ~~2024 (the “Effective Date”)~~2025, Air Wisconsin Airlines LLC (“Air Wisconsin”), an indirect wholly owned subsidiary of Harbor Diversified, Inc. (the “Company”), ~~entered~~received ~~into~~written annotice ~~amendment~~from ~~(the~~American Airlines, Inc. (“~~Amendment~~American”) toterminating the capacity purchase agreement, dated August 19, 2022, by and between Air Wisconsin and American (as amended, the “CPA”). ~~with~~The ~~American~~termination ~~Airlines,~~notice ~~Inc.~~provides (for a “~~American~~wind-down” ~~and~~schedule for the withdrawal of aircraft from the CPA beginning on March 6, ~~together~~2025 and ending with the termination of the CPA on April 3, 2025. Air Wisconsin, expects to continue flying for American under the ~~“Carriers”~~agreement ~~and~~through ~~each,~~such atermination ~~“Carrier”)~~date.

The ~~Amendment~~foregoing description of the CPA does not purport to be complete and is qualified in its entirety by reference to the CPA, ~~among~~a ~~other~~redacted ~~things:~~copy of which was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, and certain of the amendments to the CPA, redacted copies of which were filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, and Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2024.

•Item ~~resolves~~8.01 ~~certain~~Other disputes with respect to the interpretation of American’s payment obligations under the CPA, including through the execution of a mutual release of certain contractual liabilities with respect to the CPA (the “Mutual Release”);Events.

•Air ~~accelerates~~Wisconsin ~~the~~has ~~right~~announced ofa ~~each~~strategic ~~Carrier~~realignment to ~~terminate~~(i) focus ~~the~~on ~~CPA~~Essential ~~for~~Air ~~convenience~~Service ~~and~~Program ~~shortens~~(“EAS”) ~~the~~markets, ~~wind-down~~(ii) expand ~~period~~its incharter ~~connection~~operations, and (iii) transition its relationship with ~~any~~American ~~such~~to ~~termination;~~a codeshare and interline relationship.

•On ~~modifies~~November 27, ~~certain~~2024, ~~termination~~Air ~~rights~~Wisconsin and ~~right~~American toentered ~~withdraw~~into ~~aircraft~~a ~~from~~codeshare ~~the~~agreement ~~CPA,~~and ~~including~~interline byagreement ~~eliminating~~with ~~(i)~~the ~~each~~expectation ~~Carrier’s~~that ~~right~~Air toWisconsin ~~terminate~~will ~~the~~operate ~~CPA due to a~~ certain ~~number~~federally ofsubsidized ~~aircraft~~EAS ~~not~~markets. ~~being~~Air ~~available~~Wisconsin towill provide ~~regional~~service ~~airline~~to ~~services~~these ~~for~~EAS ~~American~~markets, ~~(ii)~~if ~~American’s~~it ~~right~~is toselected ~~withdraw~~as ~~aircraft from~~ the ~~CPA~~carrier, ~~due~~with toits ~~Air~~fleet ~~Wisconsin’s~~of ~~failure~~sixty to50-seat ~~maintain adequate on~~CRJ-~~time~~200 ~~departures, and (iii) each Carrier’s right to terminate the CPA due to ongoing unsupported~~ aircraft. ~~thereunder;~~

•In ~~modifies~~addition, Air Wisconsin has further diversified its operations with a recent focus on the ~~calculation~~charter ~~and~~market. ~~timing~~Air ofWisconsin ~~certain~~commenced ~~compensation-related~~charter ~~payments,~~operations ~~including~~in ~~compensation~~the ~~rates,~~fourth ~~bonus~~quarter ~~calculations,~~of 2024 and ~~bonus~~has ~~and~~experienced ~~rebate~~significant ~~reconciliations~~growth ~~between~~in ~~the~~demand ~~Carriers;~~for its CRJ-200 aircraft, particularly among NCAA collegiate sports teams.

•On ~~modifies~~January 10, 2025, Air Wisconsin issued a press release announcing the ~~total~~strategic ~~number~~shift of ~~hours~~its ~~that~~operations, ~~Air~~a ~~Wisconsin’s~~copy ~~flight~~of ~~crews~~which ~~can~~is befurnished ~~scheduled~~as Exhibit 99.1 to ~~work~~this ~~from~~Current ~~November~~Report ~~2024~~on ~~through~~Form 8-K (this “Current Report”). The information provided in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the ~~end~~Securities Exchange Act of 1934, as amended (the ~~term~~“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the ~~CPA;~~Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

•Cautionary ~~modifies~~Note ~~the~~Regarding ~~total~~Forward-Looking ~~number~~Statements ~~of aircraft under the CPA for which Air Wisconsin receives payment from October 2024 through the end of the term of the CPA; and~~

•This ~~establishes~~Current Report, together with other statements and information publicly disseminated by the Company, contains certain ~~incentive~~forward-looking ~~payments~~statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be ~~made~~covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. Management bases these forward-looking statements on its current expectations, plans and assumptions that it has made in light of its experience in the industry, as well as its perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although management believes these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect the Company’s business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. These forward-looking statements include statements concerning the following: the Company’s ability to successfully transition its operations to support EAS markets and charter operations; the Company’s ability to transition its relationship with American Airlines to ~~Air~~a ~~Wisconsin~~codeshare and interline relationship; the timing and expectations regarding the wind-down period under the CPA and the termination of the CPA; the Company’s ability to be selected as a carrier servicing EAS routes; the Company’s plans for and ability to grow its operations within the charter sector; and the Company’s assessment of market demands and its ability to deliver solutions that meet such demands. These forward-looking statements are subject to and involve numerous risks, uncertainties and assumptions, including those discussed under the caption “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission, as may be updated from time to time in subsequent filings, and you should not place undue reliance on these statements. These cautionary statements are made only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

In connection with the Amendment and the Mutual Release, the Carriers executed a codeshare agreement and interline agreement, both of which were effective as of the Effective Date.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1†		Amendment No. 4 to Capacity Purchase Agreement, dated November 27, 2024, between Air Wisconsin Airlines LLC and American Airlines, Inc.
99.1		Press Release dated January 10, 2025.
104		Cover Page Interactive Data File, ~~(embedded~~formatted ~~within~~in ~~the~~ Inline XBRL ~~document)~~.

† Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant has determined that such redacted information is (i) not material, and (ii) would likely cause competitive harm to the registrant or to American if publicly disclosed. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.

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.

HARBOR DIVERSIFIED, INC.

Date: December 5, 2024

/s/ Christine R. Deister

Date: January 10, 2025

/s/ Christine R. Deister

Christine R. Deister

Chief Executive Officer and Secretary

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