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): ~~August~~December 2910, 2025

Commission File Number 001-34584

HARBOR DIVERSIFIED, INC.

(Exact name of registrant as specified in its charter)

Delaware

13-3697002

(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)

(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	None	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 ☐

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 1.01

Entry into a Material Definitive Agreement.

OnMembership ~~August 29,~~Interest ~~2025,~~Purchase ~~Harbor~~Agreement Diversified, Inc. (the “Company”), which is the indirect parent of Air Wisconsin Airlines LLC (“Air Wisconsin”), entered into a non-binding letter of intent (the “LOI”) with Premier Shuttle Holdings, LLC, an affiliate of the Slate Aviation companies (the “Buyer”). The LOI contemplates a proposed transaction (the “Proposed Transaction”) pursuant to which the Company would sell all of the equity of AWAC Aviation, Inc. (“AWAC”), which is a direct wholly owned subsidiary of the Company and the direct parent of Air Wisconsin, to the Buyer. The Proposed Transaction would have the effect of transferring to the Buyer certain operating assets including, among other things, Air Wisconsin’s Part 121 air carrier certificate issued by the Federal Aviation Administration, a number of complete aircraft and additional airframes, Air Wisconsin’s rotable parts inventory, and certain spare parts and related equipment.

~~The~~On ~~Proposed~~December 10, ~~Transaction~~2025, ~~contemplates~~Harbor Diversified, Inc. (the “Company”) entered into a ~~purchase~~Membership ~~price~~Interest ~~consisting~~Purchase ofAgreement an(the ~~initial~~“Membership ~~cash~~Interest ~~payment~~Purchase Agreement”), by and ~~Buyer~~among ~~notes~~the Company’s wholly owned subsidiary, ~~including~~AWAC aAviation, ~~note~~Inc. to(“AWAC”), ~~finance~~CSI Aviation, Inc. (“CSI”), and, solely for the ~~acquisition~~purposes of aSection 9.19 ~~portion~~ of the ~~aircraft~~Membership ~~and~~Interest ~~airframes~~Purchase Agreement, the Company, pursuant to which (i) AWAC agreed to sell to CSI all of its right, title and ainterest ~~note~~in and to ~~finance~~100% of the ~~acquisition~~issued and outstanding membership interests of ~~the~~Air ~~rotable~~Wisconsin ~~parts~~Airlines ~~inventory.~~LLC, ~~The~~for ~~definitive~~a ~~terms~~portion of the ~~consideration~~Aggregate toPurchase bePrice ~~paid~~(as defined below), ~~including~~and (ii) the ~~aggregate~~Company ~~value~~agreed ofto guarantee the ~~consideration~~payment and ~~the~~performance ~~terms~~ of ~~the~~AWAC’s ~~notes,~~indemnification ~~are~~obligations ~~subject~~set toforth ~~additional~~in ~~negotiation~~the Membership Interest Purchase Agreement.

The ~~LOI~~Company isanticipates ~~non-binding~~that ~~and~~the ~~subject~~transactions tocontemplated by the ~~negotiation~~Membership ~~and~~Interest ~~execution~~Purchase Agreement will close promptly following the satisfaction of ~~definitive~~customary ~~agreements~~closing conditions, ~~completion~~including receipt of ~~due~~required ~~diligence~~regulatory approvals, and ~~satisfaction~~simultaneously ofwith ~~customary~~the closing ~~conditions.~~of ~~There~~the ~~can~~transactions becontemplated noby ~~assurance~~the CSI Asset Purchase Agreement and the ~~Proposed~~ASL ~~Transaction~~Asset ~~will~~Purchase beAgreement ~~consummated~~(each onas ~~the~~defined ~~terms~~below). ~~described~~The ~~herein~~Membership orInterest atPurchase ~~all~~Agreement contains representations, warranties and covenants by AWAC that are customary for transactions of this type, which were made solely for the benefit of the parties thereto.

~~The~~CSI ~~Company~~Asset isPurchase ~~evaluating~~Agreement the Proposed Transaction as part of its ongoing assessment of strategic alternatives for Air Wisconsin and its related operations. The Company expects those assets not included in the Proposed Transaction will be distributed to the Company, or to another subsidiary of the Company, which will continue to pursue opportunities in the sales and leasing of aircraft, engines, and parts.

~~Item~~On ~~2.05~~December 10, ~~Costs~~2025, ~~Associated~~the Company entered into an Asset Purchase Agreement with ~~Exit~~CSI or(the ~~Disposal~~“CSI ~~Activities~~Asset Purchase Agreement”) providing for the Company’s sale of 13 Bombardier model CL-600-2B19 CRJ200 aircraft and inventory of certain expendable parts to CSI for a portion of the Aggregate Purchase Price.

OnThe ~~August 29,~~Company ~~2025,~~anticipates ~~Air Wisconsin informed all of its 253 employees~~ that itthe istransactions ~~implementing~~contemplated aby ~~workforce~~the ~~reduction~~CSI ~~plan.~~Asset ~~These~~Purchase ~~notices,~~Agreement ~~which~~will ~~may~~close bepromptly ~~required~~following bythe ~~law~~satisfaction ~~in advance~~ of ~~potential~~customary ~~furloughs~~closing inconditions ~~certain~~and ~~locations,~~simultaneously ~~were~~with ~~issued pursuant to~~ the ~~Worker~~closing ~~Adjustment and Retraining Notification Act. As~~ of the ~~date~~transactions ~~hereof,~~contemplated by the ~~Company~~Membership ~~expects~~Interest ~~that~~Purchase ~~workforce~~Agreement ~~reduction~~and ~~actions may take effect on or after October 28, 2025, although it has not made a final determination as to~~ the ~~termination~~ASL ofAsset ~~any~~Purchase ~~particular employee or group of employees at this time~~Agreement. ~~Air~~The ~~Wisconsin~~CSI isAsset ~~taking~~Purchase ~~these~~Agreement ~~actions~~defines toaircraft ~~re-balance~~delivery ~~its~~and ~~workforce~~acceptance inconditions ~~light of evolving business needs~~ and tosets ~~provide~~forth ~~the~~various ~~Buyer~~other ~~with~~covenants ~~flexibility~~and toobligations ~~determine future staffing requirements in connection with the Proposed Transaction. Further, the Company may retain a number~~ of ~~Air Wisconsin employees to support~~ the ~~Company’s~~parties ~~ongoing efforts to sell or lease aircraft, engines,~~ and ~~parts~~prescribes ~~not~~potential ~~transferred~~remedies inthat ~~connection~~are ~~with~~customary ~~the~~for ~~Proposed~~an ~~Transaction,~~agreement orof tothis ~~pursue other strategic opportunities~~nature.

AtASL ~~this~~Asset ~~time,~~Purchase ~~the~~Agreement Company is unable to make a good faith determination of an estimate or range of estimates as required by paragraphs (b), (c), and (d) of Item 2.05 of Form 8-K with respect to such workforce reduction actions. The Company will file an amendment to this Current Report on Form 8-K (this “Current Report”) after it makes a determination of such estimate or range of estimates.

~~Item~~On ~~5.02~~December 15, ~~Departure~~2025, ofthe ~~Directors~~Company orentered ~~Principal~~into ~~Officers;~~an ~~Election~~Asset Purchase Agreement with UMB Bank as Trustee for Associated Lease and Finance Group, LLC (“ASL”) (the “ASL Asset Purchase Agreement”) providing for the Company’s sale of ~~Directors;~~12 ~~Appointment~~Bombardier model CL-600-2B19 CRJ200 aircraft to ASL for a portion of ~~Principal~~the ~~Officers~~Aggregate Purchase Price.

~~Liam~~The ~~Mackay~~Company ~~resigned~~anticipates ~~from~~that ~~his~~the ~~position~~transactions ascontemplated ~~Air~~by ~~Wisconsin’s~~the ~~Chief~~ASL ~~Financial~~Asset ~~Officer,~~Purchase ~~effective~~Agreement ~~September 5,~~will ~~2025~~close promptly following the satisfaction of customary closing conditions and simultaneously with the closing of the transactions contemplated by the Membership Interest Purchase Agreement and the CSI Asset Purchase Agreement. The ASL Asset Purchase Agreement defines aircraft delivery and acceptance conditions and sets forth various other covenants and obligations of the parties and prescribes potential remedies that are customary for an agreement of this nature.

OnAggregate ~~September 1,~~Purchase ~~2025,~~Price Air Wisconsin’s board of managers appointed Gregg Garvey, Air Wisconsin’s current Senior Vice President, Chief Accounting Officer, and Treasurer, to serve as Air Wisconsin’s Senior Vice President, Chief Financial Officer, and Treasurer, effective immediately. Mr. Garvey will succeed Mr. Mackay as the Company’s principal financial officer effective as of September 1, 2025, and will continue serving as the Company’s principal accounting officer.

AsThe aMembership ~~result~~Interest ofPurchase Agreement, the ~~appointment~~CSI Asset Purchase Agreement, Mrand the ASL Asset Purchase Agreement are interdependent and the closing of the transactions contemplated thereby are conditioned upon one another. ~~Garvey’s~~ ~~base~~The ~~salary~~aggregate ~~increased~~purchase price payable in connection with such transactions is expected to be approximately $~~255,000~~113.2 million No(the ~~other~~“Aggregate ~~changes~~Purchase ~~were~~Price”), ~~made~~subject to ~~his~~adjustments ~~compensation~~pursuant ~~arrangement~~to the terms of the applicable agreements. The allocation of such aggregate consideration among the individual transactions is set forth in, and governed by, the respective agreements.

~~Mr. Garvey,~~Incorporation ~~age~~by ~~60,~~Reference has served as Air Wisconsin’s Senior Vice President, Chief Accounting Officer and Treasurer since October 2018, and has worked with Air Wisconsin in various roles since 1999. Mr. Garvey also serves as Vice President, Chief Financial Officer and Treasurer of AWAC. Prior to joining Air Wisconsin in 1999, Mr. Garvey served as a Tax Manager, Tax Supervisor, and Staff Accountant at Schenck & Associates (currently part of CliftonLarsonAllen LLP), a large regional public accounting firm in Appleton, Wisconsin. Mr. Garvey also held the positions of Financial Analyst and Forecasting Accountant and Senior Tax Accountant at Repap Wisconsin, Inc., a paper company formerly located in Kimberly, Wisconsin. Mr. Garvey holds a B.B.A. in Accounting from the University of Wisconsin-Whitewater, an M.S. in Taxation from the University of Wisconsin-Milwaukee, and an M.B.A. from the University of Wisconsin-Oshkosh. Mr. Garvey is also a Certified Public Accountant.

~~There~~The ~~are~~foregoing nodescriptions ~~arrangements~~of orthe ~~understandings~~Membership ~~between~~Interest ~~Mr. Garvey~~Purchase ~~and~~Agreement, ~~any~~the ~~other~~CSI ~~person~~Asset ~~pursuant~~Purchase toAgreement, ~~which~~and hethe ~~was~~ASL ~~selected~~Asset toPurchase ~~serve~~Agreement asdo ~~Chief~~not ~~Financial~~purport ~~Officer.~~to ~~There~~be complete and are noqualified ~~family~~in ~~relationships~~their ~~between~~entirety ~~Mr. Garvey~~by ~~and~~reference ~~any~~to ~~director,~~the ~~executive~~Membership ~~officer~~Interest Purchase Agreement, orthe ~~person~~CSI ~~nominated~~Asset orPurchase ~~chosen~~Agreement, byand the ~~Company~~ASL toAsset ~~become~~Purchase aAgreement, ~~director~~redacted orcopies ~~executive~~of ~~officer.~~which ~~Except~~will ~~for~~be ~~his~~filed ~~employment~~as ~~relationship~~exhibits ~~with~~to the Company’s ~~and~~Annual ~~the~~Report ~~compensation~~on ~~arrangements~~Form ~~arising~~10-K infor ~~connection~~the ~~therewith,~~fiscal ~~there~~year ~~are~~ended ~~no relationships involving Mr.~~December ~~Garvey~~31, ~~that~~2024, ~~are~~which ~~required~~will to be ~~reported~~filed ~~pursuant~~with tothe ~~Item~~Securities ~~404(a)~~and ofExchange ~~Regulation~~Commission ~~S-K~~(the “SEC”).

Item 5.08

Shareholder Director Nominations.

2025 Annual Meeting of Stockholders

The Company expects to hold its 2025 annual meeting of stockholders (the “Annual Meeting”) on Tuesday, December 30, 2025 at 3:00 p.m. Eastern Time. The record date for the Annual Meeting is December 1, 2025. The Company’s Notice of Virtual Annual Meeting of Stockholders (the “Notice”) was first mailed to stockholders on or about December 5, 2025 (the “Mailing Date”).

Stockholder Proposal and Director Nomination Deadlines

Because the scheduled date of the Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2024 annual meeting of stockholders, the advance deadlines set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”) for stockholder proposals and director nominations are determined by reference to the date of the Annual Meeting, as described below.

Revised Deadline for Rule 14a-8 Stockholder Proposals

The Company commenced mailing of the Notice as of December 5, 2025. As a result, stockholder proposals submitted pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the Mailing Date are not eligible for inclusion in the Company’s proxy solicitation materials for the Annual Meeting. Any stockholder seeking to present business at the Annual Meeting must comply with the advance notice provisions in the Bylaws described below.

Revised Deadline Under Advance Notice Bylaw Provision

The Bylaws include advance notice provisions applicable to stockholders seeking to bring director nominations or other business before an annual meeting other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. Because the date of the Annual Meeting has changed by more than 30 days from the anniversary of the Company’s 2024 annual meeting of stockholders, a stockholder’s notice will be considered timely only if it is received by the Company (a) not earlier than the close of business on October 1, 2025, which is the 90th day prior to the date of the Annual Meeting; and (b) not later than the close of business on December 15, 2025, which is the later of (i) the 60th day prior to the date of the Annual Meeting, and (ii) the tenth day following the date on which the public announcement of the date of the Annual Meeting was first made. Stockholder notices must comply with all informational and procedural requirements set forth in the Bylaws.

Universal Proxy Rule Requirements

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the requirements of Rule 14a-19 under the Exchange Act no later than December 15, 2025, which is the later of 60 calendar days prior to the date of the Annual Meeting and the tenth calendar day following public announcement by the Company of the date of the Annual Meeting

Requirements Applicable to All Proposals and Nominations

All stockholder proposals or notices provided in compliance with the foregoing deadlines must be in writing and delivered to, or mailed to and received at, the Company’s principal executive offices, addressed to the Company’s Secretary at: Harbor Diversified, Inc., W6390 Challenger Drive, Suite 203, Appleton, Wisconsin, 54914.

The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with the Bylaws, the Exchange Act, or applicable rules and regulations.

Cautionary Note Regarding Forward-Looking Statements

This Current Report, together with other statements and information publicly disseminated by the Company, contains certain forward-looking 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 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 Current Report 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 ~~terms of the Proposed Transaction, the~~ Company’s ability to successfully ~~complete~~consummate the ~~Proposed~~transactions ~~Transaction,~~pursuant to the ~~scope~~Membership ~~and~~Interest ~~impact~~Purchase ofAgreement, ~~potential~~the ~~workforce~~CSI ~~reductions~~Asset Purchase Agreement, and the ~~Company’s~~ASL ~~ongoing~~Asset ~~assessment~~Purchase Agreement and the terms of ~~strategic~~such ~~alternatives~~transactions, and ~~plans~~the ~~for~~timing ~~Air~~of ~~Wisconsin’s~~the ~~assets~~Annual ~~and operations~~Meeting. 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~~SEC, 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 Current Report. 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.

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: September 3, 2025

/s/ Christine R. Deister

Date: December 18, 2025

/s/ Christine R. Deister

Christine R. Deister

Chief Executive Officer and Secretary

Filing Compare · HARBOR DIVERSIFIED, INC.