What changed in this filing

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Item 1A. Risk Factors

2026-02-17 compared with 2025-02-13 · 102 added, 102 removed, 300 unchanged (40% of the section changed)

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Risks That May Disrupt Our Operations

We may experience disruption in service due to delays from key third-party aircraft maintenance service providers.

We rely on third-party vendors for a variety of services, parts and functions critical to our business, particularly related to airframe and engine maintenance and repair.

Even though we strive to formalize agreements with key vendors that define expected service levels and availability of parts, our use of outside vendors, including, but not limited to aircraft maintenance, ground handling, fueling, telecommunication systems and information technology services, increases our exposure to several risks.

Current economic conditions have resulted in delays from third-party service providers for spare aircraft parts and third-party service providers have recently experienced challenges in retaining trained technicians.

Delays from third-party service providers could negatively impact our ability to timely maintain our fleet currently in service.

Additionally, as our captain attrition levels eased during 2024, our plans for 2025 include bringing certain CRJ aircraft out of storage and placing such aircraft into service.

Delays in receiving spare parts and/or outsourced maintenance services could delay our efforts to place stored aircraft back into service.

Further, in the event that one or more vendors experiences labor shortages, aircraft part shortages, goes into bankruptcy, ceases operation or fails to perform as promised, replacement services may not be readily available at competitive rates, or at all.

If one of our vendors fails to perform adequately, we may experience increased costs, delays, maintenance issues, safety issues or negative public perception of our airline.

Vendor bankruptcies, unionization, regulatory compliance issues or significant changes in the competitive marketplace among suppliers could adversely affect vendor services or force us to renegotiate existing agreements on less favorable terms.

These events could result in disruptions in our operations or increases in our cost structure.

We have experienced, and may continue to experience, difficulty in retaining and upgrading qualified pilots.

Our operations rely on recruiting and training qualified pilots.

FAA regulations regarding personnel certification and qualifications have limited, and along with potential future changes in FAA regulations, could continue to limit, the number of qualified new entrants that we could hire.

In the event we are unable to hire qualified pilots, we may be unable to operate requested flight schedules under our capacity purchase agreements, which could result in a reduction in revenue and operating inefficiencies, such as incremental new-hire training costs, and our business and financial condition could be adversely affected.

Our operations also rely on retaining qualified pilots, including captains and first officers.

Our pilots may seek employment at major airlines, low-cost carriers or cargo carriers, which generally offer higher salaries and more extensive benefit programs than regional airlines.

In recent years, we have experienced elevated levels of pilot attrition, particularly attrition of our captains.

Recent shortages of captains caused a sequential reduction in our annual block hours in 2022 and 2023.

Although captain attrition levels eased in 2024, future elevated pilot attrition levels could constrain our flight schedules.

Operating at reduced flying schedules results in operating inefficiencies which negatively impacts our financial results.

If we request our major airline partners to reduce our flight schedules due to pilot or other labor shortages, our major airline partners may seek to enforce financial penalties or reduce the compensation otherwise payable to us under our capacity purchase agreements, which would likely have a negative impact on our revenues and adversely impact our financial condition.

We have experienced, and may continue to experience, difficulty recruiting and retaining other operational personnel.

In addition to pilots, our operations rely on recruiting and retaining other qualified personnel, including, but not limited to, flight attendants, maintenance technicians, dispatch personnel, crew support and other operational personnel.

Our operational personnel may seek employment at major airlines, which generally offer higher salaries and more extensive benefit programs than regional airlines.

Should the attrition of our employees sharply increase, we may not be able to hire sufficient personnel to replace those leaving.

In the event we are unable to hire and retain other qualified personnel, we may be unable to operate requested flight schedules under our capacity purchase agreements, which could result in a reduction in revenue and operating inefficiencies, such as incremental new-hire training costs, and our business and financial condition could be adversely affected.

Various negative economic or industry conditions may result in reductions to our flight schedules, which could materially and adversely affect our operations and financial condition.

Our operations and financial condition are affected by many changing economic and other conditions beyond our control, including, among others:

● disruptions in the credit markets, which may impact availability of price competitive financing;

● actual or potential changes in international, national, regional and local economic, business and financial conditions, including recession, inflation, higher interest rates, public health emergencies, including pandemics, wars (including the ongoing conflict between Russia and Ukraine and Israel and Hamas), terrorist attacks or political instability;

● actual or potential changes in international, national, regional and local economic, business and financial conditions, including recession, inflation, higher interest rates, higher taxes and/or tariffs, public health emergencies, including pandemics, wars (including the ongoing conflict between Russia and Ukraine, Israel and Hamas, and Israel and Iran), terrorist attacks or political instability;

● impact on workforce availability and economic uncertainty;

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● actual or potential disruptions to U.S.

air traffic control systems;

● interference on aviation equipment from the deployment of 5G wireless telecommunications systems;

air traffic control systems, caused by a government funding shutdown or otherwise;

● interference on aviation equipment from the deployment of 5G wireless telecommunications systems, or other factors disrupting communications;

● price of jet fuel and oil that may negatively impact the number of flights we are scheduled to operate by our major airline partners under our capacity purchase agreements and may negatively impact the profitability of our prorate agreements;

● disruptions in the credit markets, which may impact availability of price competitive financing;

● weather and natural disasters.

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however, the occurrence of any or all of such conditions in a significant manner could materially and adversely affect our operations and financial condition and could cause our major airline partners to reduce the utilization levels of our aircraft under our code-share agreements.

We may experience disruption in service due to delays from key third-party service providers.

We rely on third-party service providers to supply aircraft parts and for a variety of services and other functions critical to our business, particularly related to airframe and engine maintenance and repair.

A service failure by one of our key service providers could result in a disruption to our operations.

We use third party service providers in several areas including, but not limited to, aircraft maintenance, ground handling, fueling, telecommunication systems and information technology services.

Current economic conditions have resulted in delays from third-party service providers for spare aircraft parts, and third-party service providers have recently experienced challenges in retaining trained technicians.

Delays from third-party service providers could negatively impact our ability to timely maintain our fleet currently in service.

Additionally, we plan to continue bringing certain CRJ aircraft out of storage and placing such aircraft into service.

Delays in receiving spare parts and/or outsourced maintenance services could delay our efforts to place stored aircraft back into service.

Further, in the event that one or more vendors experiences labor shortages, aircraft part shortages, seeks bankruptcy protection, ceases operation or fails to perform as promised, replacement services may not be readily available at competitive rates, or at all.

If one of our vendors fails to perform adequately, we may experience increased costs, delays, maintenance issues, safety issues or negative public perception of our airline.

Vendor bankruptcies, unionization, regulatory compliance issues or significant changes in the competitive marketplace among suppliers could

adversely affect vendor services or force us to renegotiate existing agreements on less favorable terms.

These events could result in disruptions in our operations or increases in our cost structure.

Cybersecurity incidents, hardware or software failures or other information technology disruptions may negatively impact our operations, reputation and financial condition.

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Remote and hybrid working arrangements at our company (and at many third-party service providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.

Additionally, any integration of artificial intelligence into our operations, products or services, or those of our third party vendors, service providers or airline partners, is expected to pose new or unknown cybersecurity risks and challenges.

We and certain of our third-party service providers have in the past experienced cybersecurity incidents.

For example, as previously disclosed, our flight service was interrupted in 2021 due to a cyberattack that resulted in the installation of malware on our systems.

The incident was considered fully remediated and settled through our insurer in 2023, and we are not aware of any ongoing liability.

We cannot assure our cybersecurity risk management program will prevent such incidents from occurring in the future.

We expect such incidents to continue in varying degrees and cannot assure our cybersecurity risk management program will prevent such incidents from occurring in the future.

While no incidents have had a material impact on our operations or financial results to date, we cannot guarantee that material incidents will not occur in the future as further described in “Item 1C.

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Extreme weather such as hurricanes or tornados can cause flight disruptions, and, during periods of storms or adverse weather, our flights may be canceled or significantly delayed.

We operate a significant number of flights to and from airports with potential winter related or other weather difficulties, including but not limited to, Chicago, Denver, Detroit, Minneapolis, Salt Lake City and San Francisco.

A significant interruption or disruption in service at one of our hubs, due to adverse weather, system malfunctions, air traffic control disruptions, airport construction, security closures or otherwise, could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe adverse impact on our operations and financial performance.

We operate a significant number of flights to and from airports with potential winter related or other weather difficulties, including but not limited to, Chicago, Dallas, Denver, Detroit, Houston, Minneapolis, Salt Lake City and San Francisco.

A significant interruption or disruption in service at one of our hubs, due to adverse weather, system malfunctions, air traffic control disruptions, airport construction, security closures, protests or otherwise, could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe adverse impact on our operations and financial performance.

We may experience difficulty in recruiting, training and retaining a sufficient number of qualified pilots.

Our operations rely on recruiting and training qualified pilots.

FAA regulations regarding personnel certification and qualifications have limited and, along with potential future changes in FAA regulations, could continue to limit the number of qualified new entrants that we could hire.

In the event we are unable to recruit and train a sufficient number of qualified pilots, we may be unable to operate requested flight schedules under our capacity purchase agreements, which could result in a reduction in revenue and operating inefficiencies, such as incremental new-hire training costs, and our business and financial condition could be adversely affected.

Our operations also rely on retaining qualified pilots, including captains and first officers.

Our pilots may seek employment at major airlines, low-cost carriers or cargo carriers, which generally offer higher salaries and more extensive benefit programs than regional airlines.

A shortage of captains caused a sequential reduction in our annual block hours in 2022 and 2023.

Although captain attrition levels eased in 2024 and we were operating full flight schedules requested by our major airline partners by the end 2025, future elevated pilot attrition levels could constrain our flight schedules.

Operating at reduced flying schedules results in operating inefficiencies which negatively impacts our financial results.

We have experienced, and may continue to experience, difficulty recruiting and retaining other operational personnel.

Our operational personnel may seek employment at major airlines, which generally offer higher salaries and more extensive benefit programs than regional airlines.

Additionally, alternative career opportunities in other industries, developments in artificial intelligence or other macroeconomic factors could increase our attrition and/or negatively impact our ability to recruit new employees.

Should the attrition of our employees sharply increase, we may not be able to hire sufficient personnel to replace those leaving.

The occurrence of an aviation accident involving our aircraft would negatively impact our operations and financial condition.

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Substantial claims resulting from an accident in excess of our related insurance coverage would harm our operational and financial results.

Moreover, any aircraft accident or incident, even if fully insured, could cause a public perception that our operations are less safe or reliable than other airlines and could affect our relationships with our major airline partners.

Moreover, any aircraft accident or incident, even if fully insured, could cause a public perception that our operations are

less safe or reliable than other airlines and could affect our relationships with our major airline partners.

In addition, any accident or incident involving a type of aircraft in our fleet could result in air travelers being reluctant to fly on our aircraft, and adversely impact our business, results of operations and financial condition.

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Regulations promulgated by the DOT primarily relate to economic aspects of air service.

FAA requires operating, air worthiness and other certificates;

The FAA requires operating, air worthiness and other certificates;

approval of personnel who may engage in flight, maintenance or operation activities;

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tariff and import/export regulations may have a negative effect on our suppliers and/or service providers and, in turn, could have a material adverse impact on our financial condition.

The United States has recently enacted and proposed to enact significant new tariffs.

Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S.

trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S.

trade policies, treaties and tariffs.

There continues to exist significant uncertainty about the future relationship between the United States and other countries with respect to such trade policies, treaties and tariffs.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly impact the cost of aircraft parts and supplies sourced internationally or impact the cost of service providers located outside of the United States, which in turn would negatively impact us.

The United States has recently enacted significant tariffs in excess of historical levels, and United States trade policies continue to evolve.

Accordingly, there continues to exist significant uncertainty about the future relationship between the United States and other countries with respect to such trade policies, treaties and tariffs.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets.

The recently enacted tariffs have had a significant impact on the cost of aircraft parts and supplies sourced internationally, including but not limited to, the non-U.S.

manufactured components used on the E175 aircraft we import from Brazil.

These added costs negatively impact us.

Compliance, or failure to comply, with new or existing laws, regulations and other requirements relating to the privacy, security and handling of information about individuals could adversely affect our business, results of operations, or financial condition.

We receive information related to employees and other individuals in order to run our business.

Laws, regulations and other requirements relating to the privacy, security and handling of information about individuals, alongside the application and interpretation of such requirements, are constantly evolving and developing and subject to change.

There has been heightened legislative and regulatory focus on data privacy and security in the United States and elsewhere, including in relation to cybersecurity incidents, and it is possible that new laws, amendments to or interpretations of existing laws, regulations and other requirements may require us to incur significant costs, implement new processes or change our handling of information and business operations.

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If additional terrorist attacks are launched against the airline industry, there will be lasting consequences of such attacks, which may include loss of life, property damage, increased security and insurance costs, increased concerns about future terrorist attacks, increased government regulation and airport delays due to heightened security.

Additionally, terrorist attacks and the fear of such attacks could negatively impact the airline industry, and result in decreased passenger traffic and yields, increased flight delays or cancellations associated with new government

mandates, as well as increased security, fuel and other costs.

We cannot provide any assurance that these events will not harm the airline industry generally or our operations or financial condition in particular.

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We may not be able to enter into substitute code-share agreements, and any such arrangements we might secure may not be as favorable to us as our current agreements.

Operating an airline independent from major airline partners would be a significant departure from our business plan and would likely require significant time and resources and may not be a viable alternative.

Operating SkyWest Airlines as an airline independent from our major airline partners would be a significant departure from our business plan and would likely require significant time and resources and may not be a viable alternative.

Additionally, each of our agreements with our major airline partners is subject to certain early termination provisions, including uncured material performance breaches.

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Reduced utilization of our aircraft under our capacity purchase agreements will likely have a material adverse impact on the results of our operations and financial condition.

During the year ended December 31, 2022, we amended our capacity purchase agreements with certain major airline partners that reduced certain future contractual fixed monthly payments and increased future contractual variable payments.

In recent years, compensation under our capacity purchase agreements

with certain major airline partners have a lower percentage of contractual fixed monthly payments and a higher percentage of contractual variable payments.

A compensation structure that is weighted more to utilization and less to fixed payments could have a material adverse impact on the results of our operations and financial condition if utilization levels decrease.

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During the year ended December 31, 2025, the revenue we recognized was $57.8 million more than the fixed monthly cash payments received.

Although we currently anticipate we will recognize previously deferred revenue throughout 2025, future contract amendments or reduced utilization levels of our aircraft could negatively impact the timing of our revenue recognition.

As of December 31, 2025, we have received a cumulative total of $264.6 million in fixed monthly cash payments that we have not recognized as revenue.

Although we currently anticipate we will recognize previously deferred revenue for the year ending December 31, 2026, future contract amendments or reduced utilization levels of our aircraft could negatively impact the timing of our revenue recognition.

Our major airline partners may experience events that negatively impact their financial strength or operations, which may also negatively impact our operations.

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Future increases in prorate revenue is based on several factors subject to change including, but not limited to, passenger demand on prorate routes, approval of new routes with our major airline partners, maintenance required to return parked aircraft for service and labor availability.

Additionally, there is no assurance we will continue to be awarded subsidy contracts under the Essential Air Service (EAS) program

on applicable prorate routes from the DOT going forward.

Additionally, there is no assurance we will continue to be awarded subsidy contracts under the EAS program on applicable prorate routes from the DOT going forward.

Additionally, there is no assurance the EAS program will continue to receive funding by the U.S.

Future increases in SWC revenue is also based on several factors subject to change including, but not limited to, corporate or institutional demand for charter flights, competition for charter business and availability of other charter alternatives, such as ground transportation.

Additionally, SWC applied for commuter authority from the DOT in 2022, which if approved, may allow SWC to expand its route strategy.

There is no assurance that the DOT will approve SWC’s commuter authority application.

SWC was granted commuter authority from the DOT in 2025, allowing SWC to expand its route strategy.

There is no assurance that SWC will be awarded EAS markets or other commuter routes in the future, nor that demand for its services will materialize as anticipated.

Our prorate flying agreements with our major airline partners permit each major airline partner to terminate the agreement in its discretion by giving us notice of 180 days or less.

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An unfavorable result in any such proceeding could have adverse financial consequences or require us to modify our operations.

Such disagreements and their consequences could have an adverse effect on our operating results and financial condition.

Such disagreements and their consequences could have an adverse effect on our relationship with our major airline partners, operating results and financial condition.

We operate on-demand charter flights through our wholly-owned subsidiary, SWC, and such operations involve significant risk.

In 2022 we formed a new subsidiary, SWC, which had its first revenue generating charter flight in 2023.

SWC offers on-demand charter service using CRJ200 aircraft in a 30 or less seat configuration under its own FAA operating certificate.

As we grow operations, there may be significant risks, including that SWC may divert management’s attention or the Company’s resources from our core business and strategies and that the objectives of SWC may not materialize or may take longer to materialize than anticipated, including but not limited to SWC’s pending application with the DOT to operate under commuter authority.

SWC offers on-demand charter service using CRJ200 aircraft in a 30 seat configuration under its own FAA operating certificate.

As we pursue growth opportunities with SWC, there may be significant risks, including that SWC may divert management’s attention or the Company’s resources from our core business and strategies.

Additionally, the anticipated objectives of SWC, such as those associated with its recent DOT approval to operate under commuter authority, may not materialize or may take longer to materialize than anticipated.

The airline industry is highly competitive, which could adversely affect our operating results and financial condition.

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Our major airline partners rely on us to fly passengers from various locations into their hubs under our code-share agreements at competitive terms.

We not only compete with other regional airlines, some of which are owned by or operated as code-share partners of major airlines, but we also indirectly face competition from low-cost carriers, such as Southwest, Allegiant, Spirit, JetBlue, Breeze and others, who compete with our major airline partners on many routes we operate.

We not only compete with other regional

airlines, some of which are owned by or operated as code-share partners of major airlines, but we also indirectly face competition from low-cost carriers, such as Southwest, Allegiant, Spirit, JetBlue, Breeze and others, who compete with our major airline partners on many routes we operate.

Certain of our competitors, including wholly-owned regional airline subsidiaries of our major airline partners, may have access to significantly greater financial and other resources than we do.

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Increases in labor costs, including pilot costs, flight attendant costs, maintenance costs and overhead costs may result in lower operating margins under our capacity purchase agreements.

Under our capacity purchase agreements with our major airline partners, a portion of our compensation is based upon pre-determined rates typically applied to production statistics (such as departures, block hours, flight hours and number of aircraft in service each month).

The primary operating costs intended to be compensated by the pre-determined rates include our labor and training costs, aircraft maintenance expenses and overhead costs.

During the year ended December 31, 2025, approximately 93.0% of our code-share operating costs were reimbursable at pre-determined rates and 7.0% of our code-share operating costs were directly reimbursed costs, often referred to as pass-through costs.

Our business is labor intensive, requiring large numbers of pilots, flight attendants, mechanics and other personnel.

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For example, during the years ended December 31, 2025 and 2024, our salary, wage and benefit costs constituted approximately 45.3% and 48.3% of our total operating costs, respectively.

Various factors may result in higher attrition rates that could cause us to significantly increase compensation to our labor groups, such as higher compensation offered by other airlines and companies in the airline industry and/or general labor costs increases in the United States.

Our inability to offset increased labor costs through rate increases under our capacity purchase agreements with all our major airline partners could negatively impact our operating costs.

Various factors may cause us to significantly increase compensation to our labor groups, such as higher compensation offered by other airlines or other factors impacting the labor market in the United States.

Our inability to offset increased labor costs through rate increases under our capacity purchase agreements with all our major airline partners could negatively impact our operating profitability.

Currently, we believe our labor costs are competitive relative to other regional airlines.

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Attrition rates that exceed our ability to hire and replace applicable workgroups could negatively impact our ability to generate revenue, negatively impact our operating results, increase our training and labor costs and our business prospects could be harmed.

Additionally, under our capacity purchase agreements with United, Delta, American and Alaska, a portion of our compensation is based upon pre-determined rates typically applied to production statistics (such as departures, block hours, flight hours and number of aircraft in service each month).

The primary operating costs intended to be compensated by the pre-determined rates include our labor and training costs, certain aircraft maintenance expenses and overhead costs.

During the year ended December 31, 2024, approximately 92.2% of our code-share operating costs were reimbursable at pre-determined rates and 7.8% of our code-share operating costs were directly reimbursed costs, often referred to as pass-through costs.

Additionally, our aircraft maintenance costs may increase annually as our fleet ages at a higher rate than our pre-determined rates in our capacity purchase agreements.

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Any new labor agreement entered into by other regional carriers with their work forces may result in higher industry wages and increase pressure on us to increase the wages and benefits of our employees.

If our labor agreements become uncompetitive, we may experience higher employee attrition and low employee job satisfaction, which may negatively impact our operating and financial results.

If our labor agreements become uncompetitive with respect to employee compensation or work rules, we may experience higher employee attrition and low employee job satisfaction, which may negatively impact our operating and financial results.

Our employees are represented by in-house associations;

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Such efforts will likely continue in the future and may ultimately result in some or all of our employees being represented by one or more national unions.

If our employees were to unionize or be deemed to be represented by one or more national unions, negotiations with these unions could divert management’s attention and disrupt operations.

Additionally, representation by a national union may limit our ability to have open communications with our employees, negatively impact our company culture and deter our ability to amend our compensation packages for market conditions in a timely manner.

If our employees were to unionize or be deemed to be represented by one or more national unions, negotiations with these unions could divert management’s

attention and disrupt operations.

Additionally, representation by a national union may limit our ability to have open communications with our employees, negatively impact our company culture and deter our ability to amend and increase our compensation packages for market conditions in a timely manner, which may result in higher employee dissatisfaction and attrition.

Moreover, we cannot predict the outcome of any future negotiations relating to union representation or collective bargaining agreements.

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However, we bear the economic risk of fuel price fluctuations on our prorate and SWC operations.

As of December 31, 2024, we operated 25 CRJ200s under a prorate agreement with United and one CRJ900 and 16 CRJ700s or CRJ550s under a prorate agreement with Delta.

As of December 31, 2025, we operated 28 CRJ200s under a prorate agreement with United, 14 CRJ550s under a prorate agreement with Delta and 10 CRJ900s under a prorate agreement with American.

As of December 31, 2025, we had 11 CRJ200s available for on-demand charter service through SWC.

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Our business could be harmed if we lose the services of our key personnel.

Our business depends upon the efforts of our chief executive officer, Russell A.

Our business depends upon the efforts of our president and chief executive officer, Russell A.

Childs, and our other key management and operating personnel.

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We have guaranteed the indebtedness of third parties that may default on their debt and require us to pay.

In 2022, we agreed to guarantee debt for a 14 CFR Part 135 air carrier.

The debt is secured by the Part 135 air carrier’s aircraft and engines and has a five-year term.

At December 31, 2024, the outstanding debt for the guarantee was $14.1 million.

In 2023, we agreed to guarantee debt for an aviation school.

The debt is secured by the school’s aircraft and engines and has a five-year term.

In 2022, we agreed to guarantee debt for a commuter air carrier that operates smaller aircraft than we operate.

The debt is secured by the air carrier’s aircraft and engines and has a five-year term.

At December 31, 2025, the outstanding debt for the guarantee was $12.6 million.

The purpose of these arrangements is to increase the potential number of commercial pilots in the Company’s hiring pipeline.

The purpose of this arrangement is to increase the potential number of commercial pilots in our hiring pipeline, particularly for commercial pilots who are interested in progressing their career and operating larger regional aircraft at SkyWest Airlines.

In the event of default, if we are unable to sell the collateral, or the fair value is less than the required payment, it could negatively impact our financial condition and financial results.

Additionally, there is no guarantee that the relationship with the entities will have a favorable effect on our ability to recruit pilots.

Additionally, there is no guarantee that the relationship with this entity will have a favorable effect on our ability to recruit pilots.

Risks Related to Operating and Leasing Regional Jet Aircraft and Engines

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Department of the Treasury (“Treasury”).

Our high level of fixed obligations could impact our ability to obtain additional financing to support additional expansion plans or divert cash flows from operations and expansion plans to service the fixed obligations.

Various changes in airline industry and macroeconomic or other conditions could negatively impact our ability to obtain additional financing to support additional expansion plans or divert cash flows from operations and expansion plans to service the fixed obligations.

Under our capacity purchase agreements, our major airline partners compensate us for our costs of owning the aircraft on a monthly basis.

The aircraft compensation structure varies by agreement but is intended to cover either our aircraft principal and interest debt service costs or our aircraft depreciation and interest expense while the aircraft is under contract.

In the event any of our major airline partners defaults under a capacity purchase agreement or we are unable to extend the flying contract terms on aircraft with ongoing financial obligations, our financial position and financial results could be materially adversely affected.

The aircraft compensation structure varies by agreement but is intended to compensate us for using our aircraft while under contract.

In the event any of our major airline partners defaults under a capacity purchase agreement or we are unable to extend the flying contract terms on aircraft that we have ongoing financial obligations for, our financial position and financial results could be materially adversely affected.

In addition, we may seek material amounts of additional financial liquidity in the short-term, which may include drawing down on SkyWest Airlines’ line of credit, the issuance of secured debt securities and/or the entry into other debt facilities, among other financial instruments.

There can be no assurance as to the timing of any such drawdown or issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all.

If our liquidity is materially diminished, we might not be able to timely pay our leases and debts or comply with certain covenants under SkyWest Airlines’ line of credit or with other material provisions of our contractual obligations.

If our liquidity is materially diminished, we might not be able to timely pay our debt or other obligations or comply with certain covenants under SkyWest Airlines’ line of credit or with other material provisions of our contractual obligations.

We expect to issue debt to finance our anticipated aircraft purchases.

As of December 31, 2024, we have firm purchase commitments for 16 E175 aircraft and spare engines totaling $481.5 million.

Over the next several years, if we continue to add new aircraft to our fleet, we anticipate using significant amounts of capital to acquire these aircraft.

As of December 31, 2025, we have firm purchase commitments for 69 E175 aircraft and spare engines totaling $2.3 billion.

Over the next several years, as we continue to add new aircraft to our fleet, we anticipate using significant amounts of capital to acquire these aircraft.

There can be no assurance that our operations will generate sufficient cash flow or liquidity to enable us to obtain the necessary aircraft acquisition financing to replace our current fleet, or to make required debt service payments related to our existing or anticipated future obligations.

Even if we meet all required debt, lease and purchase obligations, the size of these long-term obligations could negatively affect our financial condition and results of operations in many ways, including:

Even if we meet all required debt and other financial obligations, the amount of our long-term obligations could negatively affect our financial condition and results of operations in many ways, including:

● increasing the cost, or limiting the availability of, additional financing for working capital, acquisitions or other purposes;

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In the event the estimated fair value of any of our aircraft types is determined to be lower than the net book value of the applicable aircraft type, such aircraft type in our fleet may be impaired and may result in a material impairment charge.

An impairment on any of our aircraft types we

operate or an increased level of depreciation expense resulting from a change to our depreciation policy and assumptions could result in a material negative impact to our financial results.

An impairment on any of our aircraft types we operate or an increased level of depreciation expense resulting from a change to our depreciation policy and assumptions could result in a material negative impact to our financial results.

Future decisions to sell specific aircraft could potentially result in write-downs for aircraft held-for sale.

We lease aircraft and engines to third parties and the lessee may default under the lease terms, which could negatively affect our financial condition, cash flow and results of operations.

We leased five CRJ900 aircraft, 35 CRJ700 aircraft, and several CRJ aircraft engines to third parties as of December 31, 2024.

We leased five CRJ900 aircraft, 40 CRJ700/CRJ550 aircraft, and several CRJ aircraft engines to third parties as of December 31, 2025.

In the event a lessee defaults under the terms of the lease agreement, we may incur additional costs, including legal and other expenses necessary to repossess the aircraft or engines, particularly if the lessee is contesting the proceedings or is in bankruptcy.

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A lessee default under one of our lease agreements could negatively affect our financial condition, cash flow and results of operations.

We have entered into a strategic engine leasing joint venture that operates under joint control with a third party that involves significant risk.

We have entered into a strategic engine leasing joint venture that operates under joint control with a third party that may not meet our investment objectives.

We have entered into a strategic engine joint venture with a third party to lease engines to other parties.

This strategic venture involves significant risks, including:

This strategic venture involves investment risks, including:

● we may not realize a satisfactory return on our investment;

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In addition, if we were unable to resolve a dispute with our joint venture partner that retains material managerial veto rights, we might reach an impasse that could require us to dissolve the joint venture at a time and in a manner that could negatively affect our financial results.

We entered into a partnership with a third party to develop demand for electric-powered aircraft that involves significant uncertainty and risk.

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

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

We entered into an arrangement with a third party to develop demand for electric-powered aircraft that involves significant uncertainty and risk.

We have entered into a strategic arrangement with Eve to develop a network of deployment for Eve’s eVTOL aircraft.

To support this effort, SkyWest may provide assistance to Eve on vehicle design, vertiport specifications and the certification roadmap for eVTOL operations.

This strategic partnership involves significant risks, including:

This strategic arrangement involves significant uncertainty risks, including:

● development and certification of the aircraft is uncertain or may take longer than expected;

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● our partner might fail to fulfill its obligations.

The effect of any, or some combination, of the foregoing risks could affect our partnership with Eve and future benefits may not materialize.

As of December 31, 2024, we held a warrant giving us the right to acquire 1,500,000 shares of common stock of Eve at an exercise price of $0.01 per share.

At December 31, 2024, the fair value of the warrant was $8.2 million and future reductions in the trading market price of Eve’s common stock will likely negatively impact our net income.

The effect of any, or some combination, of the foregoing risks could affect our arrangement with Eve and future benefits may not materialize.

As of December 31, 2025, we held 1.1 million shares of common stock of Eve (NYSE:

At December 31, 2025, the fair value of our holdings in Eve was $4.3 million and there is no assurance the value of Eve common stock will increase.

We have invested in Contour, which involves significant risk and may not produce a satisfactory return on our investment.

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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.

There is no assurance our major airline partners will take responsibility for carbon emissions incurred under our contract flights and no assurance future long-term fuel saving initiatives will materialize.

There is no assurance our major airline partners will take responsibility for

carbon emissions incurred under our contract flights and no assurance future long-term fuel saving initiatives will materialize.

In the event we pursue initiatives to reduce our carbon emissions, the cost could materially and adversely affect our business plans and results of operations.

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The future payment of dividends will depend upon our financial condition, alternative uses of the Company’s cash and results of operations and other factors deemed relevant by our board of directors.

In May 2023, our board of directors approved a share repurchase program, pursuant to which we are authorized to repurchase up to $250 million of our common stock.

Under our May 2023 repurchase program we are authorized to repurchase such shares of common stock at prevailing market prices in the open market, in privately negotiated transactions or by other means in accordance with federal securities laws.

In May 2023, our board of directors approved a share repurchase program, pursuant to which we are authorized to repurchase up to $250 million of our common stock and in May 2025, the Board approved a $250 million increase to the existing stock repurchase program.

Under our repurchase program we are authorized to repurchase such shares of common stock at prevailing market prices in the open market, in privately negotiated transactions or by other means in accordance with federal securities laws.

Depending on market conditions and other factors, such repurchases may commence or be suspended from time to time by management without prior notice.

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The number of shares of common stock that we may repurchase, including pursuant to the share repurchase program, will depend upon our financial condition and results of operations and other factors deemed relevant by our board of directors.

There also can be no assurance that we will continue repurchasing shares of common stock under our May 2023 authorization, that our board of directors will approve additional share repurchase programs in the future or that we will have the financial resources to repurchase shares of common stock in the future.

There also can be no assurance that we will continue repurchasing shares of common stock under our current authorization, that our board of directors will approve additional share repurchase programs in the future or that we will have the financial resources to repurchase shares of common stock in the future.

Repurchases of our common stock pursuant to our share repurchase program and any future dividends could affect our stock price and increase its volatility.

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During the year ended December 31, 2025, our common stock closing price varied between a high of $123.72 and a low of $79.41.

The market price of our common stock may fluctuate significantly for a variety of reasons, including:

The market price of our common stock may fluctuate significantly for a variety of reasons, including, but not limited to:

general market, political and other economic conditions;

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failure to meet financial analysts’ performance expectations or changes in recommendations by financial analysts for our common stock or the stock of other airlines;

significant sales of our common stock, and other risks described in these “Risk Factors.” In recent periods, the stock market has experienced extreme declines and volatility, significantly impacting the market price of securities issued by many companies, including us and other companies in our industry.

significant sales of our common stock, and other risks described in these “Risk Factors.” In recent periods, the stock market has experienced extreme volatility, significantly impacting the market price of securities issued by many companies, including us and other companies in our industry.

Provisions of our articles of incorporation, by-laws and code-share agreements may limit the ability or desire of others to gain control of our Company.

Our ability to issue shares of preferred and common stock without shareholder approval may have the effect of delaying or preventing a change in control and may adversely affect the voting and other rights of the holders of our common stock, even in circumstances where such a change in control would be viewed as desirable by most investors.

The provisions of the Utah Control Shares Acquisitions Act may also discourage the acquisition of a significant interest in or control of our Company.

The provisions of the Utah Control Shares Acquisitions Act or other related regulations and laws may also discourage the acquisition of a significant interest in or control of our Company.

Additionally, our code-share agreements contain termination and extension trigger provisions related to change in control type transactions that may have the effect of deterring a change in control of our Company.

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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 1A. Risk Factors