HARBOR DIVERSIFIED, INC. 8-K

What Happened

• Harbor Diversified, Inc. announced on January 9, 2026 that it completed the sale and disposition of its airline operating assets pursuant to several purchase agreements (DOT approval received January 5, 2026). The company received aggregate consideration of approximately $110 million (subject to certain post-closing adjustments). After the Sale, neither the company nor its subsidiaries have material operating assets or airline infrastructure; the company retained limited non‑operating assets (primarily lease payments for a single aircraft, insurance claims, and tax refunds).
• The Board appointed Gregg Garvey as Executive Vice President, Chief Financial Officer and Treasurer, and Chad Schimmelpfenning as Executive Vice President and Chief Legal Counsel, both effective January 9, 2026. Christine R. Deister will continue as Chief Executive Officer and Secretary. Robert Binns ceased serving as President and CEO of Air Wisconsin effective January 9, 2026. The Board also approved cash transaction bonuses to certain executives on January 8, 2026.

Key Details

• Sale closed: January 9, 2026 (DOT approval Jan 5, 2026); aggregate cash consideration ≈ $110 million, with possible post-closing reconciliation adjustments under the Membership Interest Purchase Agreement.
• Post‑Sale balance sheet focus: primary assets are cash, restricted cash and marketable securities (invested in deposit accounts, money market funds, government-backed securities); no material indebtedness reported.
• Shares outstanding: 58,429,836 as of December 31, 2025.
• Legal/regulatory notes: consolidated class action complaint dismissed (Toft v. Harbor); court granted Rule 11 sanctions against the Rosen Law Firm (Dec 3, 2025) and will determine fee/cost awards. The company remains not current in SEC Section 15(d) reporting and intends to regain compliance.

Why It Matters

• The transaction effectively converts Harbor from an airline parent with operating assets into a publicly traded company holding mostly liquid financial assets. That changes the company’s risk and return profile and shifts management focus from airline operations to deploying cash and securities.
• Management and the Board are evaluating strategic alternatives (investments, acquisitions, dividends, liquidation or other transactions). No decisions have been made, so investors should expect updates in future SEC filings.
• Important near-term investor considerations: timing and nature of any strategic deployment of the ~$110M, the company’s ability to regain SEC reporting compliance, and potential impact of any post-closing purchase‑price adjustments or legal fee recoveries.