What changed in this filing

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Item 1. Business

2026-02-17 compared with 2025-02-13 · 74 added, 69 removed, 302 unchanged (32% of the section changed)

Through SkyWest Airlines, we offer scheduled passenger service to destinations in the United States, Canada and Mexico.

Through SkyWest Airlines, our primary operating entity, we offer scheduled passenger service to destinations in the United States, Canada and Mexico.

Substantially all of our flights are operated as United Express, Delta Connection, American Eagle or Alaska Airlines flights under code-share agreements with United, Delta, American or Alaska, respectively.

Code-share agreement are commercial agreements between airlines that, among other things, allow one airline to use another airline’s flight designator codes on its flights.

Code-share agreements are commercial agreements between airlines that, among other things, allow one airline to use another airline’s flight designator codes on its flights.

As of December 31, 2025, we offered approximately 2,260 daily departures, of which approximately 940 were United Express flights, 680 were Delta Connection flights, 420 were American Eagle flights and 210 were Alaska Airlines flights.

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As of December 31, 2025, our fleet consisted of aircraft manufactured by Embraer S.A.

(“Embraer”) and MHI RJ Aviation ULC, formerly known as Bombardier Aerospace (“Bombardier”), including the E175 regional jet aircraft (“E175”), the Canadair CRJ900 regional jet aircraft (“CRJ900”), the Canadair CRJ700 regional jet aircraft (“CRJ700”), including a 50-seat configuration of the CRJ700 aircraft, commonly referred to as a “CRJ550” and the Canadair CRJ200 regional jet aircraft (“CRJ200”).

(“Embraer”), including the E175 regional jet aircraft (“E175”), and aircraft manufactured by MHI RJ Aviation ULC, formerly known as Bombardier Aerospace (“Bombardier”), including the Canadair CRJ900 regional jet aircraft (“CRJ900”), the Canadair CRJ700 regional jet aircraft (“CRJ700”), including a 50-seat configuration of the CRJ700 aircraft, commonly referred to as a “CRJ550” and the Canadair CRJ200 regional jet aircraft (“CRJ200”).

As of December 31, 2025, we had 637 total aircraft in our fleet, including 487 aircraft in scheduled service or under contract pursuant to our code-share agreements, summarized as follows:

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(1) As of December 31, 2025, other aircraft included:

supplemental spare aircraft supporting our code-share agreements that may be placed under future code-share or leasing arrangements, aircraft transitioning between code-share agreements with our major airline partners or aircraft that are scheduled to be disassembled for use as spare parts.

Bombardier and Embraer are the primary manufacturers of regional jets operated in the United States and offer many of the amenities of larger commercial jet aircraft, including flight attendant service, a stand-up cabin, overhead and under seat storage, lavatories and in-flight snack and beverage service.

The Bombardier CRJ900, CRJ700 and CRJ550 aircraft and the Embraer E175 aircraft we operate are configured with a first-class seating section.

The Bombardier CRJ200 aircraft we operate are configured with single-class seating.

supplemental spare aircraft supporting our code-share agreements that may be placed under future code-share or leasing agreements, aircraft scheduled to be placed under a code-share agreement with one of our major airline partners or aircraft that are scheduled to be disassembled for use as spare parts.

under seat storage, lavatories and in-flight snack and beverage service.

The Bombardier CRJ900, CRJ700 and CRJ550 aircraft and the Embraer E175 aircraft we operate under our code-share agreements are configured with a first-class seating section.

The Bombardier CRJ200 aircraft we operate under our code-share agreements are configured in a 50-seat configuration with single-class seating.

The speed of Bombardier and Embraer regional jets is comparable to larger aircraft operated by major airlines, and they have a range of approximately 1,600 miles and 2,100 miles, respectively.

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As of December 31, 2025, SWC had 11 aircraft available for on-demand charter service.

In September 2025, the U.S.

Department of Transportation (the “DOT”) granted SWC authorization to operate as a commuter air carrier.

We are evaluating opportunities to use SWC as a commuter air carrier.

Competition and Economic Conditions

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Our competition includes, therefore, nearly every other domestic regional airline.

Our primary competitors include Air Wisconsin Airlines Corporation (“Air Wisconsin”);

Our primary competitors include CommuteAir, Inc.;

Endeavor Air, Inc.

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GoJet Airlines, LLC (“GoJet”);

Mesa Air Group, Inc.

and Republic Airways Holdings Inc.

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The effect of economic downturns may be somewhat mitigated by our predominantly contract-based flying agreements.

If, however, any of our major airline partners experience a prolonged decline in the number of passengers or are negatively affected by low ticket prices or high fuel prices, they may seek rate reductions in future code-share agreements, or materially reduce scheduled flights in order to reduce their costs.

If, however, any of our major airline partners

experience a prolonged decline in the number of passengers or are negatively affected by low ticket prices or high fuel prices, they may seek rate reductions in future code-share agreements, or materially reduce scheduled flights in order to reduce their costs.

In addition, adverse weather conditions can impact our ability to complete scheduled flights and can have a negative impact on our operations and financial condition.

Also, major airline scope limitations may restrict growth opportunities for the regional carriers.

Also, major airline scope limitations may restrict certain fleet-type growth opportunities for the regional carriers.

Additionally, attrition of our pilots or other workgroups may reduce our flying schedules and have a negative impact on our operations and financial condition.

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As passenger demand in the airline industry recovered from the COVID-19 pandemic in 2020, the number of regional airline captains and first officers hired by major airlines and low-cost carriers significantly increased.

As a result, we experienced a high level of captain and first officer attrition during 2022 and 2023.

During 2024, captain attrition began to ease.

As a result, we experienced a high level of captain and first officer attrition during 2022 and 2023, which constrained our capacity to operate our major airline partners’ requested flight schedules in full.

During 2024, captain attrition began to ease and, by the end of 2025, we were operating full flight schedules requested by our major airline partners.

Sequential fluctuations in the number of completed departures and completed block hours from 2023 to 2025 were primarily driven by available captains.

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In exchange, the regional airline provides a designated number of low-capacity (usually between 50 and 76 seats) flights between larger airports served by the major airline and surrounding cities, usually in lower-volume markets.

The financial arrangements between the

regional airlines and their code-share partners usually involve either capacity purchase agreements or prorate agreements as explained below:

The financial arrangements between the regional airlines and their code-share partners usually involve either capacity purchase agreements or prorate agreements as explained below:

● Capacity Purchase Agreements.

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In addition, under a capacity purchase agreement, the major airline bears the risk of fuel price fluctuations and certain other costs.

Regional airlines benefit from capacity purchase agreements because they are protected from some of the elements that typically cause volatility in airline financial performance, including variations in ticket prices, number of passengers onboard each flight and increasing fuel prices.

However, regional airlines with capacity purchase agreements generally do not benefit from positive trends in ticket prices, ancillary revenue, such as baggage and food and beverage fees, the number of passengers enplaned or decreasing fuel prices, because the major airlines retain passenger fare volatility risk and fuel costs associated with the regional airline flight.

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Under a prorate agreement, the major airline and regional airline negotiate a passenger fare proration formula for specifically identified routes, pursuant to which the regional airline receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on the regional airline and the other portion of their trip on the major airline.

On the other hand, the regional airline receives all of the passenger fare when a passenger purchases a ticket on a route solely operated by the regional airline.

On the other hand, the regional airline receives all of the passenger fare when a passenger purchases a ticket on a prorate route solely operated by the regional airline.

Substantially all costs associated with the regional airline flight are borne by the regional airline, including the fuel cost.

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During the year ended December 31, 2025, approximately 84% of our flying agreements revenue related to capacity purchase agreement flights, where United, Delta, American and Alaska controlled scheduling, ticketing, pricing, and seat inventories.

The remainder of our flying agreements revenue during the year ended December 31, 2024, related to prorate flights for United or Delta, where we controlled scheduling, pricing and seat inventories on certain prorate routes, and shared passenger fares with United or Delta according to prorate formulas and SWC on-demand charter flights.

The remainder of our flying agreements revenue during the year ended December 31, 2025, related to prorate flights for United, Delta or American, where we controlled scheduling, pricing and seat inventories on certain prorate routes, and shared passenger fares with United, Delta or American according to prorate formulas and SWC on-demand charter flights.

The routes placed under our prorate agreements typically include flight service between one of our partners’ hub cities and a city not served under our capacity purchase agreements.

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Aircraft type

Number of Aircraft

Term / Termination Dates

United Express Agreements

(capacity purchase agreement)

Individual aircraft have scheduled

(capacity purchase agreements)

• CRJ700/CRJ550

Individual aircraft have scheduled removal dates under the agreement between 2025 and 2033

The average remaining term of the aircraft under contract is 2.5 years

removal dates under the agreements

between 2026 and 2033

United Express Prorate Agreement

(prorate agreement)

Terminable with 120-day notice

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Aircraft type

Number of Aircraft

Term / Termination Dates

Delta Connection Agreement

Individual aircraft have scheduled

(capacity purchase agreement)

Individual aircraft have scheduled removal dates from 2025 to 2034

The average remaining term of the aircraft under contract is 4.2 years

removal dates under the agreement

between 2026 and 2034

Delta Connection Prorate Agreement

(prorate agreement)

CRJ700/CRJ550

Terminable with 30-day notice

Total under Delta Connection Agreements

American Capacity Purchase Agreement

American Agreements

Aircraft type

Number of Aircraft

Term / Termination Dates

American Agreement

Individual aircraft have scheduled

(capacity purchase agreement)

Individual aircraft have scheduled removal dates from 2025 to 2032

The average remaining term of the aircraft under contract is 4.6 years

Total under American Agreement

Alaska Capacity Purchase Agreement

removal dates under the agreement

between 2027 and 2032

American Prorate Agreement

Terminable with 180-day notice

Total under American Agreements

Alaska Agreement

Aircraft type

Number of Aircraft

Term / Termination Dates

Alaska Agreement

Individual aircraft have scheduled

(capacity purchase agreement)

Individual aircraft have scheduled removal dates from 2030 to 2034

The average remaining term of the aircraft under contract is 6.5 years

removal dates under the agreement

between 2030 and 2034

* Our prorate agreements are based on specific routes, not a specific aircraft count.

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In addition to the aircraft operating under the respective agreements outlined above, we have agreed with our major airline partners to place additional aircraft under capacity purchase agreements as summarized below.

We are coordinating with our major airline partners to optimize the timing of upcoming fleet deliveries and the delivery timing referenced below is subject to change.

● Capacity purchase agreement with United for 15 new E175 aircraft.

Seven new E175 aircraft are currently scheduled for delivery in 2025 and eight new E175 aircraft are scheduled for delivery in 2026.

We are coordinating with the aircraft manufacturer and our major airline partners regarding the timing of upcoming fleet deliveries.

The anticipated deliveries and in-service timing referenced below are subject to change.

● Capacity purchase agreement with United for eight new E175 aircraft, which are scheduled for delivery in 2026.

We anticipate financing the aircraft through debt.

● Capacity purchase agreement with Alaska for one new E175 aircraft.

The delivery date for the new E175 aircraft is currently scheduled for 2025.

● Capacity purchase agreement with Alaska for one new E175 aircraft, which is scheduled for delivery in 2026.

We anticipate financing the aircraft through debt.

● Capacity purchase agreement with United for 30 used CRJ550 aircraft.

Pursuant to these agreements, the Company is in the process of acquiring four used CRJ550s and will convert 26 of its CRJ700s to CRJ550s.

The aircraft are anticipated to be placed into service between 2025 and the end of 2026.

● Capacity purchase agreement with Delta for 16 new E175 aircraft.

10 new E175 aircraft are currently scheduled for delivery in 2027 and six new E175 aircraft are scheduled for delivery in 2028.

The Company anticipates financing the aircraft through debt.

● Capacity purchase agreements with United for 23 used CRJ550 aircraft that are anticipated to be placed into service by the end of 2026.

Pursuant to these agreements, the Company is in the process of converting its owned CRJ700s to CRJ550s.

In January 2026, we extended the scheduled contract expirations on 40 E175 aircraft with United and 13 E175 aircraft with Delta.

The termination dates in the table above reflect the January 2026 extensions.

United Express Agreements

We and United are parties to two United Express agreements:

a United Express agreement to operate certain CRJ200 aircraft and CRJ700 aircraft, and a United Express agreement to operate E175 aircraft and CRJ550 aircraft (collectively, the “United Express Agreements”).

The United Express Agreements have a latest scheduled termination date in 2033.

We and United are parties to two United Express capacity purchase agreements:

a United Express agreement to operate certain CRJ700 aircraft, and a United Express agreement to operate E175 aircraft, CRJ550 aircraft and CRJ200 aircraft (collectively, the “United Express Agreements”).

The United Express Agreements have a latest scheduled termination date of 2033.

The United Express Agreements are subject to early termination in various circumstances including:

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Bankruptcy Code, if bankruptcy proceedings are commenced by or against either party and certain specified conditions are not satisfied.

Delta Connection Agreements

We and Delta are parties to a Delta Connection Agreement (the “Delta Connection Agreement”), pursuant to which we provide contract flight services for Delta.

Delta Connection Agreement

We and Delta are parties to a Delta Connection capacity purchase agreement (the “Delta Connection Agreement”), pursuant to which we provide contract flight services for Delta.

The Delta Connection Agreement has a latest scheduled termination date of 2034.

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Our capacity purchase agreements with United, Delta, American and Alaska require the respective major airline partner to pay for fuel costs, either directly to the fuel vendor or to reimburse us for the fuel costs we incur under those agreements, thereby reducing our exposure to fuel price fluctuations.

Under our prorate agreements with United and Delta, we are responsible for the costs to operate the flights, including fuel costs, and therefore we are exposed to fuel price fluctuations for flights operated under our prorate agreements.

Under our prorate agreements with United, Delta and American, we are responsible for the costs to operate the flights, including fuel costs, and therefore we are exposed to fuel price fluctuations for flights operated under our prorate agreements.

During the year ended December 31, 2025, our major airline partners purchased the majority of the fuel for our aircraft flying under their respective capacity purchase agreements directly from their fuel vendors or, when applicable, reimbursed us for the fuel costs we incurred under the capacity purchase agreements.

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We typically purchase fuel from third-party suppliers for our prorate agreements.

A substantial increase in the price of jet fuel for flights we operate under our prorate agreements, or the lack of adequate fuel supplies in the future, could have a material adverse effect on our business, financial condition, results of operations or liquidity.

A substantial increase in the price of jet fuel for flights we operate under our prorate agreements may have a material adverse effect on our financial results if we are unable to recover such cost increases through higher passenger fares.

A substantial, prolonged shortage of fuel supply in the future, could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Human Capital Resources

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They also have the right to reject union representation.

In September 2022, we entered into a collective bargaining agreement with our pilots, increasing the pay rates for pilots.

Additionally, during the years ended December 31, 2023 and December 31, 2022, we amended our capacity purchase agreements with our major airline partners which resulted in higher compensation as a result of our increased labor costs.

We have also worked with our other operational workgroups to secure significant increases in each of their pay scales and bonuses, including a 35% increase in starting pay for SkyWest flight attendants in 2023.

At SkyWest our people are our most valued assets, and the success of our business is dependent on having a collaborative, engaged and effective workforce.

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SkyWest’s Safety Management System (SMS) integrates an intentional safety culture into every work group and every employee process from new hire through retirement, focusing on industry-best practices in safety competencies and behaviors.

Training is required for every SkyWest employee, regardless of position.

Safety training is required for every SkyWest employee annually, regardless of position.

SkyWest’s SMS is designed to identify, track, and help mitigate potential safety risks before an incident or accident occurs.

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We seek qualified individuals through publishing positions on both internal and external career websites, supporting professional development leads, investment in targeted advertising, social media outreach, employee referrals and relationships with community-based organizations and educational institutions.

Through various interview and related programs with our major airline partners,

including United’s Aviate program, our pilots have carrier pathway opportunities with our major airline partners.

School Partnerships and Development.

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● The SkyWest Pilot Pathway Program provides a direct path for qualified pilots seeking to begin their aviation career in the regional airline industry.

Participants benefit from the SkyWest Pilot Pathway

Program through certain starting seniority at SkyWest, final interview privileges and access to pilot mentors.

Participants benefit from the SkyWest Pilot Pathway Program through certain starting seniority at SkyWest, final interview privileges and access to pilot mentors.

The Pilot Pathway Program allows students to remain at their campus to complete their flight training until they meet SkyWest's Airline Transport Pilot standards and achieve their required minimum hours of flight time.

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We also reinforce our guiding principles, including but not limited to, health and safety, personal and corporate integrity, excellent service and quality, and respect and teamwork through our training and development programs, as well as through our employee appreciation and recognition programs.

Diversity & Inclusion

Our approach is to hire the best qualified individuals, regardless of race, religion, gender, national origin, disability, sexual orientation or similar classifications.

As of December 31, 2024, approximately 42% and 32% of our workforce were women and people of color, respectively.

We believe every employee brings unique education, skills and life experiences to SkyWest that supplement our ability to achieve our commitment to excellence and to our customers and passengers.

As part of SkyWest’s commitment to hire the best qualified individuals, we have:

● Developed required training for all employees, which reviews our Company policies, provides opportunities to apply policy to real-world examples and reaffirms our approach of hiring the best qualified individuals regardless of race, religion, gender, national origin, sexual orientation or similar classifications .

● Created ongoing opportunities to highlight employees from different cultures throughout the year on internal and external websites.

Total Rewards

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violation of law or policy.

Reports can be filed using a toll-free ethics and grievance hotline or by using an online reporting system on SkyWest’s intranet.

Reports can be filed with an independent service provider using a toll-free ethics and grievance hotline or by using an online reporting system accessible through SkyWest’s intranet.

Government Regulation

All interstate air carriers, including SkyWest, are subject to regulation by the U.S.

Department of Transportation (the “DOT”), the U.S.

All interstate air carriers, including SkyWest, are subject to regulation by the DOT, the U.S.

Federal Aviation Administration (the “FAA”) and other governmental agencies.

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During 2025, we produced approximately 6.3 million metric tons of CO 2 e from fuel burned, using industry emissions factors, on flights we operated under our code-share agreements.

We are largely dependent on direction from our major airline partners regarding long-term fuel saving initiatives such as engine innovations reducing fuel consumption, use of sustainable alternative fuels, carbon sequestration programs, air traffic flow routing efficiencies, and similar initiatives.

We are largely dependent on direction from our major airline partners regarding long-term fuel saving and carbon reducing initiatives such as engine innovations reducing fuel consumption, use of sustainable alternative fuels, carbon sequestration programs, air traffic flow routing efficiencies, and similar initiatives.

Each of our major airline partners may pursue alternative strategies and goals to reduce carbon emissions on flights we operate under our code-share agreements that may impact the rate at which we are able to reduce our carbon emissions, if at all.

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We have worked aggressively to reduce our reliance on paper manuals, further eliminating unnecessary waste while increasing efficiencies.

We have entered into a strategic partnership with Eve UAM, LLC (“Eve UAM”), an Embraer company, to develop a network of deployment for Eve UAM’s electric vertical takeoff and landing (“eVTOL”) aircraft.

Subject to an agreement of key commercial terms, this partnership includes the option for SkyWest to purchase up to 100 eVTOL aircraft.

We have entered into a strategic arrangement with Eve Holding, Inc.

(“Eve”, formerly EVE UAM, LLC, an Embraer company) to develop a network of deployment for Eve UAM’s electric vertical takeoff and landing (“eVTOL”) aircraft.

Subject to an agreement of key commercial terms, this arrangement includes the option for SkyWest to purchase up to 100 eVTOL aircraft.

Safety and Security

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We maintain insurance policies we believe are of types customary in the industry and in amounts we believe are adequate to protect against material loss.

These policies principally provide coverage for public liability, passenger liability, baggage and cargo liability, property damage, including coverage for loss or damage to our flight equipment, and workers’ compensation insurance.

Our results of operations for any interim period are not necessarily indicative of those for the entire year, in part because the airline industry is subject to seasonal fluctuations and changes in general economic conditions.

Our operations are somewhat favorably affected by pleasure travel on our prorate routes, historically contributing to increased travel in the summer months, and are unfavorably affected by decreased business travel during the months from November through January and by inclement weather which can result in cancelled flights, principally during the winter months.

Our operations are somewhat favorably affected by leisure travel on our prorate routes, historically contributing to increased travel in the summer months, and are unfavorably affected by decreased business travel during the months from November through January and by inclement weather which can result in cancelled flights, principally during the winter months.

Additionally, a significant portion of our capacity purchase agreements are based on completing flights and we typically have more scheduled flights during the summer months.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business