Asset Transaction, Management Change/Compensation (Form 8-K)

On January 9, 2026, Harbor Diversified, Inc. (the "Company") completed the sale and disposition of assets pursuant to the (i) Membership Interest Purchase Agreement by and among the Company's wholly owned subsidiary, AWAC Aviation, Inc., CSI Aviation, Inc. ("CSI"), and the Company (the "Membership Interest Purchase Agreement"); (ii) the Asset Purchase Agreement by and between the Company and CSI; and (iii) the Asset Purchase Agreement by and between the Company and UMB Bank as Trustee for Associated Lease and Finance Group, LLC (collectively, the "Purchase Agreements") previously disclosed in the Company's Current Report on Form 8-Kfiled with the Securities and Exchange Commission (the "SEC") on December 18, 2025 (the "Prior 8-K").

After giving effect to the consummation of the transactions contemplated by the Purchase Agreements (the "Sale"), neither the Company nor any of its subsidiaries has any material operating assets or infrastructure to support an airline. The Company did retain certain non-operating assets, which primarily relate to lease payments for a single aircraft, insurance claims, and state and federal tax refunds.

The Company received approval from the Department of Transportation for the Sale on January 5, 2026, and the remaining conditions to closing were satisfied on January 9, 2026.

The aggregate consideration received in connection with the Sale was approximately $110 million, following the impact of certain adjustments required by the terms of the respective Purchase Agreements. The allocation of such consideration among the individual transactions is set forth in, and governed by, the respective Purchase Agreements. The Membership Interest Purchase Agreement provides for the reconciliation of certain indebtedness and expense balances for a period of time following the completion of the Sale, which could result in further adjustments to the purchase price.

The foregoing descriptions of the Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the respective agreements, redacted copies of which will be filed as exhibits to the Company's Annual Report on Form 10-Kfor the fiscal year ended December 31, 2024, which will be filed with the SEC. See the section titled "SEC Reporting Obligations" below.

Current Executive Officers

Following completion of the Sale, the Company's Board of Directors (the "Board") appointed Gregg Garvey as Executive Vice President, Chief Financial Officer, and Treasurer of the Company effective January 9, 2026. In this role, Mr. Garvey will continue to serve as the Company's principal financial officer and principal accounting officer. Mr. Garvey previously served as Senior Vice President, Chief Financial Officer and Treasurer of Air Wisconsin. In addition, Christine R. Deister will continue to serve as Chief Executive Officer and Secretary of the Company. In this role, she will continue to serve as the Company's principal executive officer. Biographical information regarding Mr. Garvey and Ms. Deister is available in the Company's periodic reports previously filed with the SEC.

The Board also appointed Chad Schimmelpfenning as Executive Vice President and Chief Legal Counsel of the Company, effective January 9, 2026. Mr. Schimmelpfenning previously served as Vice President of Legal Affairs and Labor Relations of Air Wisconsin.

There are no arrangements or understandings between Mr. Garvey, Mr. Schimmelpfenning or Ms. Deister, on the one hand, and any other person, on the other hand, pursuant to which any of them were appointed as executive officers of the Company. There are no family relationships between Mr. Garvey, Mr. Schimmelpfenning or Ms. Deister, on the one hand, and any director or executive officer of the Company, on the other hand. There are no relationships relating to Mr. Garvey, Mr. Schimmelpfenning or Ms. Deister that are required to be reported pursuant to Item 404(a) of Regulation S-K.

Departure of Executive Officer

In connection with the completion of the Sale, Robert Binns ceased to serve as President and Chief Executive Officer of Air Wisconsin, effective January 9, 2026, and is not expected to serve as an executive officer or employee of the Company or any of its subsidiaries.

Payment of Transaction Bonuses

On January 8, 2026, the Board approved the payment of cash bonuses in connection with the completion of the Sale to certain executive officers of the Company, including Messrs. Binns, Garvey and Schimmelpfenning.