HA Hawaiian Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

HAWAIIAN HOLDINGS INC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

Hawaiian Holdings, Inc.

3375 Koapaka Street, Suite G-350

Honolulu, Hawai‘i 96819

To the Stockholders of Hawaiian Holdings, Inc.:

You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Hawaiian Holdings, Inc. (which we refer to as “Hawaiian”). The special meeting will be held on [•], 2024, at [•], Hawai‘i time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/HA2024SM. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated December 2, 2023 (which we refer to as the “merger agreement”), among Alaska Air Group, Inc., a Delaware corporation (which we refer to as “Alaska”), Marlin Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Alaska (which we refer to as “Merger Sub”) and Hawaiian. We refer to the merger of Merger Sub with and into Hawaiian as the “merger.” At the special meeting, you will also be asked to consider and vote on a proposal (1) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to its named executive officers in connection with the merger and (2) for the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $18.00 in cash, without interest and subject to any applicable withholding taxes, for each share of our common stock or preferred stock that you own immediately prior to the effective time of the merger (unless you have properly exercised your appraisal rights). This amount represents a premium of approximately 270 percent over Hawaiian’s closing stock price on December 1, 2023, the last full trading day prior to the public announcement of our entry into the merger agreement.

Hawaiian’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that the merger, and the other transactions contemplated by the merger agreement are advisable and in the best interests of Hawaiian and its stockholders and (2) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Hawaiian’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Hawaiian to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement, and the merger, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of Hawaiian’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Please see additional information in the accompanying proxy statement.

Your vote is very important, regardless of the number of shares that you own.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

On behalf of Hawaiian’s Board of Directors, thank you for your support.

Very truly yours,

Lawrence S. Hershfield

Chairman of the Board of Directors

The accompanying proxy statement is dated [•], 2024, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [•], 2024.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

Hawaiian Holdings, Inc.

3375 Koapaka Street, Suite G-350

Honolulu, Hawai‘i 96819

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2024

Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Hawaiian Holdings, Inc., a Delaware corporation (which we refer to as “Hawaiian”), will be held on [•], 2024, at [•], Hawai‘i time, for the following purposes:

The special meeting will be held by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/HA2024SM. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at [•], Hawai‘i time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Hawaiian stockholders as of the close of business on [•], 2024, are entitled to notice of, and to vote at, the special meeting.

Hawaiian’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Hawaiian to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Hawaiian record stockholders or beneficial owners who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock or preferred stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $18.00 in cash, without interest and subject to any applicable

withholding taxes, for each share of our common stock or preferred stock that they own if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). To do so, a Hawaiian record stockholder or beneficial owner must properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the DGCL, which are summarized in the accompanying proxy statement.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

By Order of the Board of Directors,

Aaron J. Alter

Corporate Secretary

Dated: [•], 2024

Honolulu, Hawai‘i

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

HAWAIIAN HOLDINGS, INC.

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2024

This proxy statement is dated [•], 2024 and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [•], 2024.

TABLE OF CONTENTS

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YOUR VOTE IS IMPORTANT

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the internet or by telephone; or (3) vote by virtual ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger or (2) the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the proxy statement, or need help voting your shares, please contact Hawaiian’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of our capital stock without attending the special meeting and to ensure that your shares of our capital stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

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Cash Incentive Awards. As of immediately prior to the effective time of the merger, each outstanding Hawaiian 2022 Cash Incentive will vest and be cancelled and converted into (in the case of a Hawaiian 2022 Cash Incentive that is subject to a performance-based vesting condition, achievement for these purposes will be determined in accordance with the terms expressly specified in the award agreement, and if not expressly specified, based on target performance) the right to receive the resulting cash incentive payment, subject to all applicable federal, state and local tax withholdings and deductions.

Stock Options. As of immediately prior to the effective time of the merger, each outstanding Hawaiian option whether or not vested, will be cancelled and, in exchange therefor, the holder of such cancelled Hawaiian option will be entitled to receive the option payment, subject to all applicable federal, state and local tax withholdings and deductions.

Treasury Warrants. At the effective time of the merger, each outstanding Treasury warrant will vest and become exercisable in accordance with the terms of the Treasury warrants. All Treasury warrants with an exercise price greater than the per share price will be cancelled at the effective time of the merger, and the holder of such warrants will not receive any consideration upon consummation of the merger.

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The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting will, in each case, have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority in voting power of the shares of our capital stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

Except to the extent that such failure affects obtaining a quorum at the meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not, in each case, have any effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will have the same effect as a vote “AGAINST” these proposals.

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Then, even if you expect to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

In specified circumstances in which the merger agreement is terminated, Hawaiian has agreed to pay Alaska a termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Transaction Expenses and Termination Fee.”

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Accordingly, if the merger agreement is adopted by our stockholders and the merger is consummated, the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger will or may be paid to Hawaiian’s named executive officers even if our stockholders do not approve such compensation.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our capital stock held in “street name.” If you are a beneficial owner of shares of our capital stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

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The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of our capital stock and to confirm that your voting instructions have been properly recorded when submitting a proxy electronically over the internet or by telephone. Although there is no charge for voting your shares or submitting a proxy, if you submit a proxy electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the special meeting, you are strongly encouraged to ensure that your shares of our capital stock are voted by submitting a proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of our capital stock at the special meeting even if you have previously submitted a proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or other nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

If you hold your shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a proposal, the shares represented by your properly signed proxy will be voted as recommended by the Hawaiian Board with respect to such proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Hawaiian to

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Hawaiian’s named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If you hold your shares of our capital stock in book-entry form, you will not receive a letter of transmittal. Instead, the payment agent will pay you the per share price, without interest and less any applicable withholding taxes, upon receipt of a customary “agent’s message” and any other items specified by the payment agent.

You will lose appraisal rights if you transfer the shares before the effective date of the merger. For more information, see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

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A Non-U.S. holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of our capital stock for cash in the merger unless such Non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Because particular circumstances may differ, we recommend that you consult your tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. This discussion is provided for general information only and does not constitute legal advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

In addition to the antitrust related clearance discussed above, Hawaiian and Alaska must obtain any approvals or authorizations required to be obtained from the DOT, the FAA and the FCC.

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Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other written statements made or to be made by us or on Hawaiian’s behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to the merger, including the expected timing of the closing of the merger; considerations taken into account by the Hawaiian Board in approving the merger; the value of the merger to our stockholders; and expectations for us following the closing of the merger or termination of the merger agreement. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or similar expressions and the negatives of those terms. These forward-looking statements are based on Hawaiian management’s beliefs and assumptions and on information currently available. There can be no assurance that the merger will in fact be consummated.

These forward-looking statements involve risks and uncertainties, and if any of these risks or uncertainties materialize, or if any of Hawaiian’s assumptions prove incorrect, Hawaiian’s actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include those associated with:

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All forward-looking statements contained or referred to in this proxy statement are based on information available to us as of the date of this proxy statement, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by law. We expressly qualify in their entirety all forward-looking statements attributable to either us or any person acting on our behalf by the cautionary statements contained or referred to in this proxy statement.

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THE SPECIAL MEETING

Date, Time and Place

We will hold the special meeting on [•], 2024, at [•], Hawai‘i time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/HA2024SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Purpose of the Special Meeting

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger; and (3) adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Attending the Special Meeting

The special meeting will begin at [•], Hawai‘i time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at www.virtualshareholdermeeting.com/HA2024SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Record Date; Shares Entitled to Vote; Quorum

Only our stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. You will need the control number included on your proxy card or otherwise provided by your bank, broker or other nominee to access the stockholder list during the special meeting.

As of the record date, there were [•] shares of our capital stock issued and outstanding and entitled to vote at the special meeting, consisting of [•] shares of our common stock and one share each of our Series B Special Preferred Stock, our Series C Special Preferred Stock and our Series D Special Preferred Stock. Each share of our capital stock issued and outstanding as of the close of business on the record date is entitled to one vote per share on each matter properly submitted for a vote at the special meeting.

The presence, in person or by proxy, of the holders of a majority of all outstanding shares of our capital stock entitled to vote at the special meeting as of the record date shall constitute a quorum for the transaction of business at the special meeting.

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Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of our capital stock outstanding as of the record date and entitled to vote on the proposal. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger requires the affirmative vote of a majority in voting power of the shares of our capital stock present in person at the special meeting or represented by proxy and entitled to vote thereon.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority in voting power of the shares of our capital stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger; and (3) “AGAINST” any proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger or (2) the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Shares Held by Hawaiian’s Directors

As of the record date, Hawaiian’s directors, in their capacities as stockholders of Hawaiian, beneficially owned and were entitled to vote, in the aggregate, [•] shares of our common stock, representing approximately [•] percent of the number of issued and outstanding shares of our capital stock as of the record date.

As of the date of this proxy statement, Hawaiian has not been informed that any of Hawaiian’s directors intend to vote all of their shares of our common stock other than: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Hawaiian to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Voting of Proxies

If your shares are registered in your name with Hawaiian’s transfer agent, Equiniti Trust Company, LLC, you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your

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convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. Assuming a quorum is present, it will not, however, have any effect on the proposals (1) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger or (2) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

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If you hold your shares in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement or other delay of the special meeting, including for the purpose of soliciting additional proxies, will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, postponed or delayed.

The Hawaiian Board’s Recommendation

The Hawaiian Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Hawaiian Board and Reasons for the Merger,” has unanimously: (1) determined that the merger, and the other transactions contemplated by the merger agreement are advisable and in the best interests of Hawaiian and its stockholders and (2) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The Hawaiian Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Adjournment

In addition to the proposals to (1) adopt the merger agreement and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger, our stockholders are also being asked to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. Whether or not a quorum is present, and subject to the terms of the merger agreement, the chairperson of the special meeting or the holders of a majority of the shares of our stock present in person or represented by proxy at the special meeting may adjourn the special meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Hawaiian. We have retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support during the solicitation process, for a fee of up to $40,000, plus a success fee of up to $20,000, plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on Hawaiian’s behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of Hawaiian’s capital stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by Hawaiian’s directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We currently expect to complete the merger within 12 to 18 months from the date of the signing of the merger agreement. However, the exact timing of completion of the merger, if at all, cannot be predicted because the

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merger is subject to the closing conditions specified in the merger agreement, many of which are outside of Hawaiian’s control.

Appraisal Rights

Our stockholders (including beneficial owners of shares of our capital stock) will be entitled to seek appraisal of their shares of our capital stock if they (1) do not vote in favor of the adoption of the merger agreement; (2) properly perfect appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effective date of the merger; (4) otherwise comply with the procedures of Section 262 of the DGCL; and (5) do not withdraw their demands or otherwise lose their rights to appraisal. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our capital stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise appraisal rights, the stockholder of record or a beneficial owner must (1) deliver a written demand for appraisal of such person’s shares to Hawaiian before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continuously hold of record or beneficially own the subject shares of our capital stock through the effective date of the merger; and (4) otherwise comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Hawaiian unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 of the DGCL available at the following website, accessible without subscription or cost, which copy is incorporated in this proxy statement by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls.

Other Matters

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your shares of our capital stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [•], 2024

This proxy statement is available on the “SEC Filings” section of Hawaiian’s website located at https://newsroom.hawaiianairlines.com/investor-relations/filings. The information included on Hawaiian’s website is not incorporated herein by reference.

Householding of Special Meeting Materials

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of Hawaiian’s disclosure documents at this time, please notify us by sending a written request to Hawaiian Holdings, Inc., 3375 Koapaka Street, Suite G-350, Honolulu, Hawai‘i 96819, Attn: Corporate Secretary, or by telephone at (808) 835-3613.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of Hawaiian’s disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact Hawaiian’s Corporate Secretary using the contact method above, if you hold registered shares.

Questions and Additional Information

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares, please contact Hawaiian’s proxy solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

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THE MERGER

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Parties Involved in the Merger

Hawaiian

Now in its 95^th year of continuous service, Hawaiian is Hawai‘i’s biggest and longest-serving airline. Hawaiian offers approximately 150 daily flights within the Hawaiian Islands, and nonstop flights between Hawai‘i and 15 U.S. gateway cities—more than any other airline—as well as service connecting Honolulu and American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti.

Our common stock is listed on Nasdaq under the symbol “HA.” Hawaiian’s corporate office is located at 3375 Koapaka Street, Suite G-350, Honolulu, Hawai‘i 96819, and our telephone number is (808) 835-3700.

Alaska

Alaska is the parent of Alaska Airlines. Alaska Airlines and its regional partners serve more than 120 destinations across the United States, Belize, Canada, Costa Rica and Mexico with new service to the Bahamas and Guatemala beginning in December 2023. Alaska strives to be the most caring airline with award-winning customer service and an industry-leading loyalty program. As a member of the oneworld Alliance, and with its additional global partners, Alaska’s guests can travel to more than 1,200 destinations on 29 airlines while earning and redeeming miles on flights to locations around the world.

Alaska’s corporate office is located at 19300 International Boulevard, Seattle, Washington 98188, and its telephone number is (206) 392-5040.

Merger Sub

Merger Sub is a wholly owned subsidiary of Alaska and was formed on November 28, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist and Hawaiian will continue as the surviving corporation and wholly owned subsidiary of Alaska.

Merger Sub’s corporate office is located at 19300 International Boulevard, Seattle, Washington 98188, and its telephone number is (206) 392-5040.

Effect of the Merger

The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, Merger Sub will merge with and into Hawaiian. As a result, the separate corporate existence of Merger Sub will cease and Hawaiian will survive the merger and continue to exist after the merger as a direct, wholly owned subsidiary of Alaska.

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Effect on Hawaiian if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our capital stock in connection with the merger. Instead, (1) Hawaiian will remain an independent public company; (2) our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (a) Hawaiian’s management will continue to operate the business as it is currently being operated and (b) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Hawaiian operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, there can be no assurance as to the price at which our common stock may trade, and the price of our common stock could decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our capital stock. If the merger is not completed, the Hawaiian Board will continue to evaluate and review, among other things, Hawaiian’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Hawaiian’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, Hawaiian has agreed to pay Alaska the applicable termination fee.

Effect of the Merger on Our Capital Stock

The merger agreement provides that each share of our capital stock outstanding immediately prior to the effective time of the merger (other than Cancelled Shares and Dissenting Shares) will be converted into the right to receive, subject to the terms and conditions contained in the merger agreement, an amount in cash per share, without interest, equal to the per share price.

Dissenting shares will be treated as described under “The Merger—Appraisal Rights.” All shares of our capital stock that are held in the treasury of Hawaiian, or owned of record by Alaska, Merger Sub or any of their respective wholly owned subsidiaries, will be cancelled and will cease to exist, with no payment being made with respect thereto.

Prior to the effective time of the merger, Alaska will enter into an agreement with a payment agent designated by Alaska, and reasonably acceptable to Hawaiian, to act as payment agent for purposes of effecting the payment of the aggregate per share price. At or immediately following the effective time of the merger, Alaska will deposit, or cause to be deposited, with the payment agent an amount in cash sufficient to pay the aggregate per share price to which the holders of shares of our outstanding capital stock will be entitled at the effective time of the merger.

As promptly as practicable after the effective time of the merger, and in any event within three business days thereafter, Alaska will cause the payment agent to mail to each holder of record of shares of our capital stock that are represented by certificates, (1) a letter of transmittal and (2) instructions for use in effecting the surrender of the certificates. Any shares of our capital stock that are held in book-entry will be deemed to be automatically surrendered upon the receipt by the payment agent of an “agent’s message” in customary form. Any such shares of capital stock so surrendered shall be entitled to receive, as reasonably practicable after the effective time of the merger (and in any event, within three business days thereafter), the per share price payable for each such share.

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Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Hawaiian Board, its committees, its representatives or other parties.

The Hawaiian Board regularly evaluates Hawaiian’s strategic direction and ongoing business plans with a view toward strengthening Hawaiian’s business and enhancing stockholder value. As part of this evaluation, the Hawaiian Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, Hawaiian’s current business plan, with Hawaiian remaining an independent entity; (2) potential expansion opportunities through acquisitions, partnerships or other commercial relationships; (3) various capital raising alternatives; and (4) other financial and strategic alternatives, including the sale of Hawaiian.

Over the past several years, Peter Ingram, Hawaiian’s chief executive officer, and Ben Minicucci, Alaska’s chief executive officer, met from time to time at industry conferences and events. In the course of these meetings, Messrs. Ingram and Minicucci did not discuss the possible acquisition of Hawaiian by Alaska.

On August 2, 2023, Mr. Minicucci contacted Mr. Ingram and requested a meeting. Messrs. Ingram and Minicucci agreed to meet on August 9, 2023.

On August 9, 2023, Messrs. Ingram and Minicucci met. During this meeting, Messrs. Ingram and Minicucci both expressed their profound sadness over the devasting wildfires in Lahaina, Maui on August 8, 2023, and their mutual desires, on behalf of Hawaiian and Alaska, respectively, to help however possible. Turning to the original purpose of the meeting, Mr. Minicucci expressed Alaska’s interest in acquiring Hawaiian for $20.00 per share in cash (which we refer to as the “Initial Proposal”). Mr. Ingram informed Mr. Minicucci that he would share Alaska’s proposal with the Hawaiian Board. On that day, our common stock closed trading at $10.62 per share.

On August 10, 2023, Mr. Minicucci provided a non-binding letter outlining the terms of the Initial Proposal. Alaska’s non-binding letter was subsequently provided to the Hawaiian Board.

On August 14, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Hawaiian’s outside legal adviser (which we refer to as “Wilson Sonsini”), in attendance. Mr. Ingram described the Initial Proposal and his conversation with Mr. Minicucci. The representatives of Wilson Sonsini reviewed with the members of the Hawaiian Board their fiduciary duties. The Hawaiian Board instructed Mr. Ingram to inform Mr. Minicucci that the Hawaiian Board was evaluating the Initial Proposal. For convenience and efficiency, the Hawaiian Board delegated authority to its Executive Committee (which we refer to as the “Executive Committee”) to work with Hawaiian management, Wilson Sonsini and Hawaiian’s other advisers to further evaluate the Initial Proposal. The Executive Committee was composed of Lawrence S. Hershfield (who also served as chair), Earl E. Fry and Mr. Ingram. The Executive Committee was delegated this authority in the light of the benefits, convenience and efficiency of having a subset of directors, on behalf of the Hawaiian Board, oversee, among other things, (1) our evaluation of the Initial Proposal, (2) any discussions with Alaska with respect to an acquisition and (3) any broader review of strategic alternatives given (a) the potentially significant workload that could be involved in any decision by Hawaiian to evaluate a sale to Alaska or other strategic alternatives; and (b) the possibility that Hawaiian management and our advisers would need feedback and direction on relatively short notice. The Hawaiian Board authorized and instructed the Executive Committee to, among other things, (1) evaluate, consider and respond to the Initial Proposal; (2) explore, evaluate and consider counterparties to a potential business combination transaction, sale of Hawaiian or other similar strategic transaction; (3) explore, evaluate, consider, review, negotiate and, as appropriate, recommend to the Hawaiian Board for approval the terms and conditions of a transaction involving Hawaiian; (4) supervise and direct discussions and negotiations related to a transaction involving Hawaiian; and (5) authorize and direct Hawaiian management and advisers with respect to the matters delegated to the Executive Committee. The Executive Committee was not delegated this authority due to any actual or perceived conflict of interest of any director or officer of Hawaiian. The Hawaiian Board

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retained the exclusive power and authority to approve the final decision on pursuing a strategic alternative, including a sale of Hawaiian to Alaska or any other buyer. In forming the Executive Committee, the Hawaiian Board discussed its expectation that it would continue to have an active role in (1) our evaluation of the Initial Proposal, (2) any discussions with Alaska with respect to an acquisition and (3) any broader review of strategic alternatives, and that the Executive Committee would update and seek input from the Hawaiian Board as appropriate. The Hawaiian Board did not provide for the payment of any new or additional compensation to the members of the Executive Committee in connection with this delegation of authority. It was the consensus of the Hawaiian Board that Hawaiian management should develop and present to the Hawaiian Board a long-term operating and financial plan for Hawaiian against which the Initial Proposal could be evaluated. The Hawaiian Board discussed the retention of a financial adviser to assist us in connection with evaluating an acquisition by Alaska, as well as with any broader review of strategic alternatives. The Hawaiian Board identified Barclays as a financial adviser who could provide such assistance. Barclays is well known to the Hawaiian Board given Barclays’ prior work for Hawaiian as well as its qualifications, extensive expertise, international reputation, knowledge of the airline industry and experience in advising airline companies in connection with potential strategic transactions. The Hawaiian Board authorized the Executive Committee to (1) assess Barclays’ qualifications and independence to serve as our financial adviser; and (2) work with Hawaiian management to determine if Barclays was available to assist us. Barclays was subsequently contacted, and it was determined that Barclays could provide assistance to us.

On August 18, 2023, the Executive Committee met, with members of Hawaiian management and representatives of Wilson Sonsini in attendance. Members of Hawaiian management reviewed with the Executive Committee a preliminary draft of Hawaiian management’s long-term operating and financial plan for Hawaiian, including the underlying assumptions and various execution and other risks to realizing the forecasted results. The Executive Committee discussed opportunities and challenges facing Hawaiian as an independent company. The Executive Committee provided feedback to Hawaiian management on the preliminary draft long-term operating and financial plan.

On August 21, 2023, the Executive Committee met, with members of Hawaiian management and representatives of Wilson Sonsini in attendance. The members of Hawaiian management reviewed with the Executive Committee an updated draft of Hawaiian management’s long-term operating and financial plan for Hawaiian, including the changes made pursuant to the Executive Committee’s prior input. It was the consensus of the Executive Committee to have Hawaiian management present such plan to the Hawaiian Board for additional input and review. Mr. Ingram summarized the proposed terms of an engagement letter between Hawaiian and Barclays. The Executive Committee expressed support for our entry into the engagement letter with Barclays on the terms described.

On August 22, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The representatives of Wilson Sonsini reviewed with the members of the Hawaiian Board their fiduciary duties. Members of Hawaiian management reviewed with the Hawaiian Board the draft of Hawaiian management’s long-term operating and financial plan for Hawaiian previously reviewed by the Executive Committee (which we refer to as the “August 2023 Long-Term Plan”), including the underlying assumptions and various execution and other risks to realizing the forecasted results. (Additional information about the August 2023 Long-Term Plan is contained in the section of this proxy statement captioned “—Financial Projections.”) The Hawaiian Board discussed opportunities and challenges facing Hawaiian as an independent company. It was the consensus of the Hawaiian Board to (1) adopt the August 2023 Long-Term Plan; (2) direct Barclays to use the August 2023 Long-Term Plan for purposes of its financial analyses of the Initial Proposal; and (3) when and if appropriate, share the August 2023 Long-Term Plan with Alaska. Outside of the presence of the representatives of Barclays, the representatives of Wilson Sonsini summarized the proposed terms of an engagement letter between Hawaiian and Barclays. The Hawaiian Board authorized us to enter into the engagement letter with Barclays on the terms described.

Also on August 22, 2023, Mr. Ingram informed Mr. Minicucci that the Hawaiian Board was evaluating the Initial Proposal but needed time to complete that work.

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On August 24, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of Wilson Sonsini in attendance. Mr. Ingram (1) updated the Hawaiian Board on the finalization of the engagement letter with Barclays; and (2) informed the Hawaiian Board that Barclays had begun its preliminary financial analyses of the Initial Proposal.

Also on August 24, 2023, we entered into an engagement letter with Barclays. Prior to entering into the engagement letter, Barclays provided us with customary relationship disclosures, which included disclosures with respect to Alaska and us. The Hawaiian Board did not identify any potential or actual conflicts that would affect the ability of Barclays to fulfill its responsibilities as financial adviser to us.

On August 30, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. Hawaiian management noted that it had made immaterial refinements to the August 2023 Long-Term Plan following the Hawaiian Board’s adoption of that plan on August 22, 2023. The Executive Committee reviewed these refinements and adopted them. The August 2023 Long-Term Plan contained in the section of this proxy statement captioned “—Financial Projections” includes these immaterial refinements. The representatives of Barclays reviewed Barclays’ preliminary financial analyses of the Initial Proposal based on, among other things, the August 2023 Long-Term Plan (as adjusted for the immaterial refinements noted above). The Executive Committee discussed the Initial Proposal. It was the consensus of the Executive Committee to recommend to the Hawaiian Board that it reject the Initial Proposal as not sufficiently compelling, but to engage with Alaska to allow it to better understand our long-term business plans (including by providing due diligence information) so that Alaska could, if it wished, improve the terms of the Initial Proposal. In so doing, the Executive Committee noted that, in addition to seeking a higher per share price from Alaska, it would be important for the Hawaiian Board to understand the efforts that Alaska would undertake to (1) secure competition law approvals necessary to consummate an acquisition of Hawaiian; and (2) address potential stakeholder or community concerns with the acquisition of Hawaiian by Alaska. We refer to these efforts collectively as the “Acquisition Consummation Efforts.” In this regard, the Executive Committee was mindful of (1) the Department of Justice’s focus on consolidation in the airline industry, including the Department of Justice’s recent efforts to prevent or unwind significant transactions and relationships among other airlines; and (2) the impact on us of a prolonged regulatory review process.

On September 1, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The representatives of Barclays reviewed Barclays’ preliminary financial analyses of the Initial Proposal. The Executive Committee provided its recommendation to the Hawaiian Board that it reject the Initial Proposal as not sufficiently compelling, but to engage with Alaska to allow it to better understand our long-term business plans (including by providing due diligence information) so that Alaska could, if it wished, improve the terms of the Initial Proposal. It was the consensus of the Hawaiian Board (1) to accept the recommendation of the Executive Committee; and (2) that the Executive Committee, through Mr. Ingram, should inform Alaska that (a) the Initial Proposal was not acceptable; (b) any subsequent acquisition proposal needed to be at a higher value; (c) we were prepared to furnish a targeted set of due diligence information to support a higher value; and (d) Alaska needed to provide additional information on its views on the Acquisition Consummation Efforts. The Hawaiian Board discussed the impact on us of a prolonged regulatory review process. The Hawaiian Board discussed the possibility of commencing a process to contact other parties regarding their interest in acquiring Hawaiian. The Hawaiian Board discussed various considerations with commencing such a process, including the risk of leaks or rumors about Hawaiian and how such leaks or rumors could be damaging to us. The Hawaiian Board also noted (1) the limited universe of potential buyers of Hawaiian; (2) competition law considerations for each such buyer; and (3) the larger regulatory landscape, including the recent efforts by the Department of Justice to prevent or unwind significant transactions and relationships in the airline industry. The representatives of Barclays provided their perspective that it was unlikely, in the near term, that a third party would have both the interest and the financial or other capacity to acquire Hawaiian. After considering these factors, the Hawaiian Board determined not to contact other parties, at this time, regarding their interest in acquiring Hawaiian.

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Over the next several days, the Executive Committee agreed on the appropriate messaging to Alaska concerning the decisions of the Hawaiian Board.

On September 4, 2023, Mr. Ingram spoke with Mr. Minicucci and informed him of the position of the Hawaiian Board on the Initial Proposal. Mr. Ingram also stated that any revised acquisition proposal should reflect an increase of the offer price into the $20s per share. In response, Mr. Minicucci expressed an interest in receiving diligence information from Hawaiian.

On September 11, 2023, we entered into a confidentiality agreement with Alaska, which included a customary “standstill” restriction on Alaska’s ability to make public proposals to acquire Hawaiian. Such restrictions (1) terminated upon the signing of the merger agreement; and (2) never prevented Alaska from making private proposals to acquire Hawaiian. In addition, the confidentiality agreement did not place restrictions on our ability to solicit a transaction from a third party, other than that we were not permitted to share any information about Alaska, including the terms of any acquisition proposals made by Alaska, with any third party.

On September 13, 2023, during a regularly scheduled meeting of the Hawaiian Board, and with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance, the Hawaiian Board continued its discussion of the Initial Proposal and the possible acquisition of Hawaiian by Alaska more generally. The representatives of Wilson Sonsini discussed matters related to the Acquisition Consummation Efforts.

On September 15, 2023, members of Hawaiian management, including Mr. Ingram, met with members of Alaska management, including Mr. Minicucci, to discuss Hawaiian and its business. During this meeting, we provided Alaska with the August 2023 Long-Term Plan (as adjusted for the immaterial refinements noted above). Representatives of each of Hawaiian’s and Alaska’s financial and legal advisers also attended this meeting. During this meeting, Mr. Ingram noted the importance to the Hawaiian Board of closing certainty, and requested that Alaska provide additional information on its views on the Acquisition Consummation Efforts.

On September 18, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of Wilson Sonsini in attendance. Mr. Ingram updated the Hawaiian Board on the meeting with Alaska management on September 15, 2023. Members of Hawaiian management described updates to the August 2023 Long-Term Plan to reflect (1) the immaterial refinements to the August 2023 Long-Term Plan adopted by the Executive Committee on August 30, 2023; and (2) certain refined assumptions related to aspects of our business. We refer to this updated long-term plan as the “September 2023 Long-Term Plan.” (Additional information about the September 2023 Long-Term Plan is contained in the section of this proxy statement captioned “—Financial Projections.”) It was the consensus of the Hawaiian Board to (1) adopt the September 2023 Long-Term Plan; (2) direct Barclays to use the September 2023 Long-Term Plan for purposes of its financial analyses; and (3) when and if appropriate, share the September 2023 Long-Term Plan with Alaska. In the light of the importance of the Acquisition Consummation Efforts to the Hawaiian Board’s interest in an acquisition by Alaska (as well as the potential impact on us of a prolonged regulatory review process), it was the consensus of the Hawaiian Board that we, with the assistance of our advisers, should engage with Alaska to better understand Alaska’s views on the Acquisition Consummation Efforts. The Hawaiian Board instructed the Executive Committee to supervise this work.

In the days and weeks following September 18, 2023, members of Hawaiian management met with members of Alaska management to discuss diligence information about Hawaiian, including the September 2023 Long-Term Plan. Representatives of each of Hawaiian’s and Alaska’s financial and legal advisers also attended certain of these meetings. In addition, Alaska received the September 2023 Long-Term Plan.

On October 2, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. Mr. Ingram provided updates on the status of Alaska’s diligence of us. The Executive Committee discussed the status of a possible acquisition of Hawaiian by Alaska, including the importance of understanding Alaska’s views on the Acquisition Consummation Efforts. The

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Executive Committee also discussed the declining trading price of our common stock, which had closed trading at $5.79 that day, and the potential impact of that trading price decline on Alaska’s willingness to proceed with an acquisition on the terms of the Initial Proposal.

On October 9, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The Executive Committee discussed the Acquisition Consummation Efforts. It was the consensus of the Executive Committee to solicit Alaska’s views on the Acquisition Consummation Efforts. The Executive Committee also discussed the declining trading price of our common stock, which had closed trading at $4.91 that day, and the potential impact of that trading price decline on Alaska’s willingness to proceed with an acquisition on the terms of the Initial Proposal.

In the days following the October 9, 2023, meeting of the Executive Committee, representatives of Wilson Sonsini, on our behalf, and representatives of O’Melveny & Myers LLP, outside legal counsel to Alaska (which we refer to as “O’Melveny”), discussed the Acquisition Consummation Efforts.

On October 25, 2023, Messrs. Ingram and Minicucci spoke. During this conversation, Mr. Minicucci stated that Alaska had lowered its acquisition proposal to $17.00 per share in cash (we refer to this as the “First Revised Proposal”). With respect to this lowered acquisition price, Mr. Minicucci noted: (1) the higher capital expenditures contemplated by the September 2023 Long-Term Plan than those assumed by Alaska for the Initial Proposal; and (2) the lower profitability estimates for Hawaiian during 2024 and 2025 contemplated by the September 2023 Long-Term Plan as compared to Alaska’s assumptions underlying the Initial Proposal. On that day, our common stock closed trading at $4.13 per share.

Later on October 25, 2023, Mr. Minicucci provided a non-binding letter outlining the terms of the First Revised Proposal, which included Alaska’s payment to Hawaiian of a $75 million reverse termination fee if the acquisition could not be consummated for regulatory reasons. Alaska also communicated its perspective on the Acquisition Consummation Efforts.

On October 26, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. Mr. Ingram reviewed the First Revised Proposal and his related conversation with Mr. Minicucci. The Executive Committee discussed with Hawaiian management the evolving impact on Hawaiian’s financial and operational performance of two significant exogenous factors: (1) the devasting wildfires in Lahaina, Maui on August 8, 2023, which had significantly impacted travel demand to Maui in particular and Hawai‘i more generally; and (2) anticipated accelerated removals and inspections of a significant portion of the PW1100G-JM engines, which power Hawaiian’s A321neo aircraft. We refer to these two factors as the “External Factors.” Because the impact of the External Factors had not been reflected in the September 2023 Long-Term Plan, the Executive Committee directed Hawaiian management to prepare updated financial and operational information that reflected, using ranges of values, the impact of the External Factors on the results implied by the September 2023 Long-Term Plan. The Executive Committee discussed the declining trading price of our common stock, which had closed trading at $4.10 that day. In addition, the Executive Committee discussed trading in our senior secured notes, which were trading at approximately 78 percent of par value, and our ability to repay or refinance those notes. Our senior secured notes are collateralized by our loyalty program and intellectual property and mature in January 2026. The representatives of Barclays offered their perspective that a spread of this magnitude between the trading price and the par value of secured debt may be indicative of concern among investors about a company’s ability to repay its obligations.

On October 30, 2023, Messrs. Ingram and Minicucci spoke. During this conversation, Mr. Ingram stated that (1) we would provide a counterproposal to Alaska on November 6, 2023; and (2) the Hawaiian Board expected Alaska to provide additional specificity regarding the Acquisition Consummation Efforts.

On November 1, 2023, the Executive Committee met, with members of Hawaiian management and representatives of Wilson Sonsini in attendance. Hawaiian management reviewed the impact, expressed in ranges

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of values, of the External Factors on Hawaiian’s long-term financial and operating plans (which impacts we refer to as the “External Factors Updates”). The Executive Committee approved providing the External Factors Updates to Barclays for the purpose of positioning Barclays to review with the Executive Committee an illustrative sensitivity analysis of the potential impacts of the External Factors Updates on Adjusted EBITDAR (as defined in the section of this proxy statement captioned “—Financial Projections”) to supplement Barclays’ financial analyses of the First Revised Proposal (which analyses were based on, among other things, the September 2023 Long-Term Plan). On that day, our common stock closed trading at $3.97 per share.

On November 3, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The representatives of Barclays reviewed Barclays’ preliminary financial analyses of the First Revised Proposal (which analyses were based on, among other things, the September 2023 Long-Term Plan and included the illustrative sensitivity analysis of the potential impacts of the External Factors Updates described above). The Executive Committee discussed (1) Alaska’s perspectives on the Acquisition Consummation Efforts; (2) the proposed $75 million reverse termination fee payable to Hawaiian by Alaska if the acquisition could not be consummated for regulatory reasons; (3) the larger regulatory landscape impacting the airline industry, including the likely time period for consummating an acquisition of Hawaiian by Alaska; and (4) the potential impact on us of a prolonged regulatory review process. It was the consensus of the Executive Committee to recommend to the Hawaiian Board that (1) it make a counterproposal to Alaska for an acquisition at $18.50 per share in cash with a $100 million reverse termination fee payable to Hawaiian by Alaska; and (2) Hawaiian, Alaska and their respective advisers should continue to work together to reach agreement on the Acquisition Consummation Efforts.

On November 6, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. Mr. Ingram reviewed the First Revised Proposal. The representatives of Barclays reviewed Barclays’ preliminary financial analyses of the First Revised Proposal (which analyses were based on, among other things, the September 2023 Long-Term Plan and included the illustrative sensitivity analysis of the potential impacts of the External Factors Updates described above). The Hawaiian Board reviewed the External Factors Updates. The Executive Committee discussed with the Hawaiian Board (1) Alaska’s perspectives on the Acquisition Consummation Efforts; (2) Alaska’s proposed $75 million reverse termination fee; and (3) the larger regulatory landscape impacting the airline industry, including the likely time period for consummating an acquisition of Hawaiian by Alaska. The Executive Committee provided its recommendation to the Hawaiian Board that (1) the Hawaiian Board make a counterproposal to Alaska for an acquisition at $18.50 per share in cash with a $100 million reverse termination fee (with the flexibility for the Executive Committee to negotiate this counterproposal); and (2) Hawaiian, Alaska and their respective advisers should continue to work together to reach agreement on the Acquisition Consummation Efforts. The Hawaiian Board discussed (1) the potential impact on us of a prolonged regulatory review process; (2) the current trading price of our common stock and our secured debt; and (3) our ability to repay or refinance our secured debt. It was the consensus of the Hawaiian Board to accept the recommendation of the Executive Committee, and the Hawaiian Board instructed Mr. Ingram to relay this message to Alaska. The Hawaiian Board also instructed Mr. Ingram to provide Alaska with general information, using ranges of values, about Hawaiian management’s evolving understanding of the impact of the External Factors on our financial and operating results contained in the September 2023 Long-Term Plan. On that day, our common stock closed trading at $4.27 per share.

Later on November 6, 2023, Mr. Ingram spoke with Mr. Minicucci and informed him of the position of the Hawaiian Board, including the counterproposal for an acquisition of Hawaiian by Alaska at $18.50 per share in cash with a $100 million reverse termination fee. Mr. Ingram also described, using ranges, Hawaiian management’s evolving understanding of the impact of the External Factors on our financial and operating results contained in the September 2023 Long-Term Plan.

On November 7, 2023, Messrs. Ingram and Minicucci spoke on two occasions. During the first discussion, Mr. Minicucci proposed that Alaska would acquire Hawaiian for $17.50 per share in cash with a $100 million reverse termination fee. In response, Mr. Ingram said that he did not wish to bring a proposal to the Hawaiian Board that

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contemplated an acquisition below $18.00 per share. Mr. Minicucci responded that he was willing to increase the per share value of Alaska’s proposal to $18.00 with a $100 million reverse termination fee (we refer to this as the “Second Revised Proposal”), but only if the two parties aligned on these terms that day. Mr. Ingram then discussed the Second Revised Proposal with the other members of the Executive Committee. Each member of the Executive Committee concluded that the Second Revised Proposal provided a sufficient basis for us to provide Alaska with additional due diligence information and for the parties to undertake additional work in support of reaching a transaction (including in respect of attempting to reach agreement on the Acquisition Consummation Efforts). Messrs. Ingram and Minicucci then spoke again. During this conversation, Mr. Ingram informed Mr. Minicucci of the Executive Committee’s conclusion. On that day, our common stock closed trading at $4.29 per share.

On November 9, 2023, Hawaiian opened an online data room to Alaska, which contained additional due diligence information.

On November 14, 2023, O’Melveny, on behalf of Alaska, distributed a draft merger agreement to Wilson Sonsini, on behalf of Hawaiian.

On November 15, 2023, during a regularly scheduled meeting of the Hawaiian Board, and with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance, Mr. Ingram described the Second Revised Proposal and his conversations with Mr. Minicucci. The Hawaiian Board discussed the Second Revised Proposal and a possible acquisition of Hawaiian by Alaska more generally. The Hawaiian Board expressed its concurrence with the Executive Committee’s position that the Second Revised Proposal provided a sufficient basis for Hawaiian to provide Alaska with additional due diligence information and for the parties to undertake additional work in support of reaching a transaction (including in respect of attempting to reach agreement on the Acquisition Consummation Efforts). The Hawaiian Board discussed the potential impact on us of a prolonged regulatory review process. The representatives of Wilson Sonsini reviewed with the members of the Hawaiian Board their fiduciary duties. The Hawaiian Board reviewed its prior determination not to contact other parties to see if there was other interest in acquiring Hawaiian, and considered again whether to make such contacts. As before, the Hawaiian Board discussed various considerations with commencing such a process, including the risk of leaks or rumors about Hawaiian and how such leaks or rumors could be damaging to us. The Hawaiian Board also again noted (1) the limited universe of potential buyers of our company; (2) competition law considerations for each such buyer; and (3) the larger regulatory landscape in the airline industry. The representatives of Barclays provided their perspective that it was unlikely, in the near term, that a third party would have both the interest and the financial or other capacity to acquire Hawaiian. The Hawaiian Board discussed the mechanism in the draft merger agreement that permitted Hawaiian to respond to unsolicited acquisition proposals from third parties, and, subject to compliance with the terms of the merger agreement, to terminate the merger agreement to accept a superior offer from a third party. After considering these factors, the Hawaiian Board again determined not to contact other parties, at this time, regarding their interest in acquiring Hawaiian.

On November 20, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The Executive Committee discussed the draft merger agreement.

On November 21, 2023, representatives of Wilson Sonsini, on our behalf, distributed a revised draft of the merger agreement to O’Melveny, on behalf of Alaska. Thereafter, members of Hawaiian management and representatives of Wilson Sonsini, and representatives of each of Alaska and O’Melveny met regularly to negotiate the terms of the merger agreement. The principal areas of negotiation in the merger agreement included (1) the terms of Alaska’s obligation to seek required competition law approvals for the acquisition; (2) the definition of “material adverse effect”; (3) the conditions to each party’s obligation to consummate the merger; (4) the circumstances in which each party would have the right to terminate the merger agreement; (5) the circumstances in which either party would have to pay a termination fee to the other party; and (6) the nature and scope of the interim operating covenants applicable to us during the period prior to the closing of the merger.

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On November 24, 2023, Messrs. Ingram and Minicucci spoke about the status of the proposed acquisition and the open points in the merger agreement.

On November 25, 2023, Messrs. Ingram and Minicucci spoke again in an effort to resolve the remaining open points in the merger agreement. Representatives of each of Wilson Sonsini and Alaska participated in this discussion.

On November 27, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. Mr. Ingram reviewed the current status of negotiation of the merger agreement, and summarized his conversations on November 24 and November 25, 2023, with Mr. Minicucci. The representatives of Wilson Sonsini summarized the current status of the negotiation of the Acquisition Consummation Efforts. For the purpose of allowing the Executive Committee to understand, on a holistic basis, specific projected impacts of the External Factors on our long-term operating and financial results, the members of Hawaiian management discussed an updated long-term operating and financial plan for Hawaiian (which we refer to as the “November 2023 Long-Term Plan”) that reflected (1) specific operating and financial impacts of the External Factors; (2) actual results for the third quarter of 2023; and (3) an updated fuel cost curve. (Additional information about the November 2023 Long-Term Plan is contained in the section of this proxy statement captioned “—Financial Projections.”) The Executive Committee adopted the November 2023 Long-Term Financial Plan and determined that (1) the differences between the September 2023 Long-Term Plan and the November 2023 Long-Term Plan should be shared with Alaska and its advisers; and (2) Barclays should use the November 2023 Long-Term Plan for purposes of its financial analyses of the proposed acquisition.

Also on November 27, 2023, Messrs. Ingram and Hershfield spoke with Mr. Minicucci and Patricia M. Bedient, the chair of Alaska’s board of directors, in order to discuss the status of the proposed acquisition generally.

On November 28, 2023, the differences between the September 2023 Long-Term Plan and the November 2023 Long-Term Plan were shared with Alaska and its advisers.

During the week of November 27, 2023, members of Hawaiian management and representatives of Wilson Sonsini, and representatives of each of Alaska and O’Melveny, met regularly to (1) finalize Alaska’s due diligence; and (2) negotiate the merger agreement.

On November 30, 2023, the Executive Committee met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The Executive Committee discussed the draft merger agreement and the status of the proposed acquisition by Alaska.

On December 1, 2023, Barclays provided us with updated customary relationship disclosures, which included disclosures with respect to Alaska and us. The Hawaiian Board did not identify any potential or actual conflicts that would affect the ability of Barclays to fulfill its responsibilities as financial adviser to us.

Also on December 1, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The representatives of Barclays reviewed Barclays’ financial analyses of the proposed acquisition based on, among other things, the November 2023 Long-Term Plan. The representatives of Wilson Sonsini discussed with the members of the Hawaiian Board their fiduciary duties. The representatives of Wilson Sonsini discussed the key terms of the merger agreement, including the negotiated Acquisition Consummation Efforts. The Hawaiian Board again reviewed its prior determination not to contact other parties regarding their interest in acquiring Hawaiian, and considered again whether to make such contacts. The representatives of Barclays provided their perspective that it was unlikely, in the near term, that a third party would have both the interest and the financial or other capacity to acquire Hawaiian. The Hawaiian Board determined not to contact other parties regarding their interest in acquiring Hawaiian in the light of (1) Alaska’s willingness to proceed with a transaction in the near term; (2) the terms of

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the merger agreement, including the negotiated Acquisition Consummation Efforts; (3) the terms of Second Revised Proposal, including in relation to our current stock price; and (4) the limited universe of potential buyers of our company and the competition law considerations for each such buyer. The Hawaiian Board instructed the representatives of each of Wilson Sonsini and Barclays to position Hawaiian to be able to sign the merger agreement the next day.

Following the meeting of the Hawaiian Board on December 1, 2023, members of Hawaiian management and representatives of Wilson Sonsini, and representatives of each of Alaska and O’Melveny, finalized the merger agreement and the related confidential disclosure schedules.

On December 2, 2023, the Hawaiian Board met, with members of Hawaiian management and representatives of each of Wilson Sonsini and Barclays in attendance. The representatives of Wilson Sonsini discussed with the members of the Hawaiian Board their fiduciary duties. The representatives of Wilson Sonsini summarized the final terms of the merger agreement. The representatives of Barclays rendered Barclays’ oral opinion, subsequently confirmed in writing, that, as of December 2, 2023, and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the per share consideration of $18.00 in cash to be offered to the holders of shares of our common stock (other than holders of Cancelled Shares and Dissenting Shares) in the merger was fair from a financial point of view to such stockholders, as more fully described in the section of this proxy statement captioned “—Opinion of Barclays Capital Inc.” The Hawaiian Board, after considering the factors more fully described in the section of this proxy statement captioned “—Recommendation of the Hawaiian Board and Reasons for the Merger,” unanimously (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were in the best interests of Hawaiian and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Hawaiian and Alaska subsequently signed the merger agreement.

On December 3, 2023, Hawaiian and Alaska publicly announced the merger agreement.

Recommendation of the Hawaiian Board and Reasons for the Merger

Recommendation of the Hawaiian Board

On December 2, 2023, the Hawaiian Board unanimously: (1) determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of Hawaiian and its stockholders, (2) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, (3) recommended that Hawaiian’s stockholders vote their shares of capital stock in favor of the adoption of the merger agreement and (4) directed that the adoption of the merger agreement be submitted for consideration by our stockholders.

The Hawaiian Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by us to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Reasons for the Merger

In evaluating the merger agreement and the merger, the Hawaiian Board consulted with Hawaiian management, as well as representatives of each of Wilson Sonsini and Barclays. In recommending that our stockholders vote “FOR” the adoption of the merger agreement, the Hawaiian Board considered and analyzed a number of factors, including the following (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, and the factors discussed below, the Hawaiian Board concluded that entering into the merger agreement was advisable and in our best interests and in the best interests of our stockholders.

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The Hawaiian Board believed that the following material factors and benefits supported its determination and recommendation:

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The Hawaiian Board also considered a number of uncertainties and risks and other potentially negative factors related to its recommendation, including the following:

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This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Hawaiian Board in its consideration of the merger. After considering these and other factors, the Hawaiian Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In the light of the variety of factors considered by the Hawaiian Board and the complexity of these factors, the Hawaiian Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Hawaiian Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Hawaiian Board adopted and approved the merger agreement and the merger, and recommended that our stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Hawaiian Board. The explanation of the factors and reasoning set forth above may contain forward-looking statements, which should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of Barclays Capital Inc.

Hawaiian engaged Barclays to act as its financial advisor with respect to a possible sale of Hawaiian pursuant to an engagement letter dated August 24, 2023. On December 2, 2023, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Hawaiian Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the per share price to be offered to the holders of our common stock (other than holders of Cancelled Shares and Dissenting Shares) in the merger is fair, from a financial point of view, to such stockholders.

The full text of Barclays’ written opinion, dated as of December 2, 2023, is attached as Annex B to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the Hawaiian Board, addresses only the fairness, from a financial point of view, of the per share price to be offered to the holders of our common stock (other than holders of Cancelled Shares and Dissenting Shares) in the merger and does not constitute a recommendation to any stockholder of Hawaiian as to how such

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stockholder should vote with respect to the merger or any other matter. The terms of the merger were determined through arm’s-length negotiations between Hawaiian and Alaska and were unanimously approved by the Hawaiian Board. Barclays did not recommend any specific form of consideration to Hawaiian or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays was not requested to address, and its opinion does not in any manner address, Hawaiian’s underlying business decision to proceed with or effect the merger, the likelihood of the consummation of the merger, or the relative merits of the merger as compared to any other transaction in which Hawaiian may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the per share price to be offered to the holders of our common stock (other than holders of Cancelled Shares and Dissenting Shares) in the merger. No limitations were imposed by the Hawaiian Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of Hawaiian management that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the November 2023 Long-Term Plan, upon the advice of Hawaiian, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Hawaiian management as to Hawaiian’s future financial performance and that Hawaiian would perform substantially in accordance with such projections. With respect to the NOL Projections, upon the advice of Hawaiian, Barclays assumed that the amounts of the NOL Projections

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were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Hawaiian management as to the future utilization of net operating losses by Hawaiian and that the net operating losses contained in the NOL Projections would be substantially realized in accordance with such estimates. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Hawaiian and did not make or obtain any evaluations or appraisals of the assets or liabilities of Hawaiian. In addition, Barclays was not authorized by Hawaiian to solicit, and did not solicit, any indications of interest from any third party with respect to the purchase of all or a part of Hawaiian’s business. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, December 2, 2023. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after, December 2, 2023.

Barclays assumed that the executed merger agreement would conform in all material respects to the last draft reviewed by Barclays. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the merger agreement and all the agreements related thereto. Barclays also assumed, upon the advice of Hawaiian, that all material governmental, regulatory and third party approvals, consents and releases for the merger would be obtained within the constraints contemplated by the merger agreement and that the merger will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the merger, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood Hawaiian had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of our common stock but rather made its determination as to fairness, from a financial point of view, to the holders of our common stock (other than holders of Cancelled Shares and Dissenting Shares) of the per share price to be offered to such stockholders in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Hawaiian Board. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are

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beyond the control of Hawaiian, Barclays or any other parties to the merger. No company, business or transaction considered in Barclays’ analyses and reviews is identical to Hawaiian or the merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of Hawaiian, Alaska, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Hawaiian by reference to those companies, which could then be used to calculate implied ranges, Barclays reviewed and compared specific financial and operating data relating to Hawaiian with selected companies that Barclays, based on its experience in the airline industry, deemed comparable to Hawaiian. The selected comparable companies with respect to Hawaiian were:

Barclays calculated and compared various financial multiples and ratios of Hawaiian and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s ratio of its adjusted enterprise value (which we refer to as “Adj. EV”) to its 2025 estimated earnings before interest, taxes, depreciation and amortization and aircraft rent, adjusted for non-recurring items (which we refer to as “Adj. EBITDAR”). The Adj. EV of each company was obtained by adding its short and long-term debt and operating lease liabilities to the sum of the market value of its common equity, the value of any preferred stock (at liquidation value) and the book value of any minority interest, and subtracting its cash and cash equivalents. All of these calculations were performed, and based on publicly available financial data (including FactSet and comparable company filings) and closing prices, as of December 1, 2023, the last trading date prior to the delivery of Barclays’ opinion. The results of this selected comparable company analysis are summarized below:

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Barclays selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of Hawaiian. However, because of the inherent differences between the business, operations and prospects of Hawaiian and those of the selected comparable companies, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Hawaiian and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Hawaiian and the companies included in the selected company analysis. Based upon these judgments, Barclays selected a range of 3.5x to 4.5x multiples of 2025 estimated Adj. EBITDAR and applied such range to Hawaiian’s 2025 estimated Adj. EBITDAR, as set out in the November 2023 Long-Term Plan, to calculate a range of implied prices per share of our common stock of $5 to $12. Barclays noted that on the basis of the selected comparable company analysis, the per share price of $18 was above the range of implied values per share calculated.

Discounted Cash Flow Analysis

In order to estimate the present value of our common stock, Barclays performed a discounted cash flow analysis of Hawaiian. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value of Hawaiian using the discounted cash flow method, Barclays added (1) Hawaiian’s projected after-tax unlevered free cash flows for the fourth quarter of fiscal year 2023 through the end of fiscal year 2028 based on the November 2023 Long-Term Plan to (2) the “terminal value” of Hawaiian as of the end of fiscal year 2028 and (3) the present value of the expected utilization of certain net operating losses derived from the NOL Projections, and discounted such amount to its present value using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the projected total Adj. EBITDAR and subtracting rent expenses, unlevered cash taxes and capital expenditures, adding back depreciation and amortization and adjusting for the impact of changes in net working capital. The residual value of Hawaiian at the end of the forecast period, or “terminal value,” was estimated by selecting a range of terminal value multiples based on estimated last twelve months Adj. EBITDAR (which we refer to as “LTM Adj. EBITDAR”) of 4.0x to 5.0x, which was derived by analyzing historical average LTM Adj. EBITDAR multiples for Hawaiian and applying such range to Hawaiian’s 2028 estimated LTM Adj. EBITDAR, as set out in the November 2023 Long-Term Plan. The range of after-tax discount rates of 15.5 percent to 18.5 percent was selected based on an analysis of the weighted average cost of capital of Hawaiian and the comparable companies. Barclays then calculated a range of implied prices per share of Hawaiian by subtracting total net debt as of September 30, 2023, from the estimated enterprise value using the discounted cash flow method and dividing such amount by the fully diluted number of shares of our common stock. These calculations resulted in a range of implied price per share of $3 to $14. Barclays noted that on the basis of the discounted cash flow analysis, the per share price of $18 was above the range of implied values per share calculated using the November 2023 Long-Term Plan.

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, the Historical Share Price Analysis, Equity Research Price Targets Analysis and Selected Comparable Company Analysis, each described below.

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Historical Share Price Analysis

To illustrate the trend in the historical trading prices of our common stock, Barclays considered historical data with regard to the trading prices of our common stock for the 52-week period from December 1, 2022 to December 1, 2023.

Barclays noted that during this period, the closing price of our common stock ranged from $4 to $14 per share.

Equity Research Price Targets Analysis

Barclays reviewed publicly available one-year forward price targets for our common stock prepared and published by equity research firms that covered Hawaiian as of December 1, 2023. The price targets published by the equity research firms did not necessarily reflect current market trading prices for our common stock. Barclays noted that the range of low to high one-year forward share price targets as of December 1, 2023 was $3 to $5.

Selected Comparable Company Analysis

For informational purposes only, Barclays calculated and analyzed the ratio of Adj. EV to 2024 estimated Adj. EBITDAR for each company included in the Selected Comparable Company Analysis described above. Based upon these results, Barclays selected a range of 4.0x to 5.0x multiples of 2024 estimated Adj. EBITDAR and applied such range to Hawaiian’s 2024 estimated Adj. EBITDAR, as set out in the November 2023 Long-Term Plan, which resulted in an implied negative price per share of Company Common Stock.

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Hawaiian Board selected Barclays because of its familiarity with Hawaiian and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the merger.

Barclays is acting as financial advisor to Hawaiian in connection with the merger. As compensation for its services in connection with the merger, Hawaiian paid Barclays a fee of $3 million upon the delivery of Barclays’ opinion (which is referred to as the “Opinion Fee”). The Opinion Fee was not contingent upon the conclusion of Barclays’ opinion or the consummation of the merger. Additional compensation of approximately $25 million will be payable on completion of merger against which the amounts paid for the opinion will be credited. In addition, Hawaiian has agreed to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by Hawaiian and the rendering of Barclays’ opinion. Barclays has performed various investment banking and financial services for Hawaiian and Alaska in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. In the past two years, Barclays has performed investment banking services for Hawaiian for which it has received fees of approximately $6.6 million. Specifically, in the past two years, Barclays has: acted as bookrunner in certain fixed income transactions for Hawaiian for which it received customary fees comprising a portion of the approximately $6.6 million in total fees received in the past two years. In the past two years, Barclays has not performed any investment banking services for Alaska for which it has received any fees. In addition, affiliates of Barclays also have a lending relationship with Hawaiian and an affiliate of Barclays is also a partner with Hawaiian for a cobranded credit card.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and

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any derivatives thereof) and financial instruments (including loans and other obligations) of Hawaiian and Alaska for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Financial Projections

Other than in connection with Hawaiian’s regular earnings press releases and related investor materials, Hawaiian does not, as a matter of course, make public its long-term future financial projections, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Hawaiian management regularly prepares, and the Hawaiian Board regularly evaluates, prospective financial information concerning Hawaiian’s future performance as part of its long-term business, capital and strategic planning processes. In addition, Hawaiian management regularly makes and reviews with the Hawaiian Board updates to its business plan, including to reflect actual results, trends in Hawaiian’s performance and trends and other exogenous factors in the travel, tourism and airline industry.

During the period in which it was engaged in discussions with Alaska with respect to a potential transaction, and as part of Hawaiian’s strategic planning process and evaluation of strategic alternatives (including continuing as an independent company), Hawaiian management prepared and reviewed with the Executive Committee and the Hawaiian Board the unaudited prospective financial information summarized below. The tables below summarize:

For purposes of this proxy statement, we refer to the August 2023 Long-Term Plan, the September 2023 Long-Term Plan and the November 2023 Long-Term Plan collectively as the “Financial Projections.”

The Financial Projections were prepared for internal use and not for public disclosure and were provided by Hawaiian management to the Hawaiian Board and the Executive Committee for the purposes of considering, analyzing and evaluating the merger and other strategic alternatives available to Hawaiian. The November 2023 Long-Term Plan was also provided to, and approved by the Executive Committee for use by, Barclays for purposes of performing its financial analyses in connection with rendering its opinion to the Hawaiian Board. In addition, as described in the section of this proxy statement captioned “—Background of the Merger,” the August 2023 Long-Term Plan and the September 2023 Long-Term Plan were provided to, and discussed with, Alaska as part of its due diligence review. In addition, Hawaiian management provided to, and discussed with, Alaska certain of the differences between the September 2023 Long-Term Plan and the November 2023 Long-Term Plan. For more information on the preparation and use of the Financial Projections, please see the sections of this proxy statement captioned “—Background of the Merger” and “—Opinion of Barclays Capital Inc.”

The Financial Projections were developed by Hawaiian management as then-current estimates of Hawaiian’s future financial performance as an independent company. The Financial Projections do not give effect to the merger, including any impact of the negotiation or execution of the merger agreement or the merger, the expenses that have already and will be incurred in connection with completing the merger, or any changes to

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Hawaiian’s operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the merger. The Financial Projections also do not consider the effect of any failure of the merger to be completed and the Financial Projections should not be viewed as accurate or continuing in that context.

The Financial Projections constitute forward-looking statements. The Financial Projections are not included in this proxy statement to influence any decision on whether to vote for the merger proposal or any other proposal presented at the special meeting, but rather are included in this proxy statement to give stockholders access to certain non-public information that was provided to the Hawaiian Board, the Executive Committee, Barclays and Alaska, as applicable, for the purposes described above. By including the Financial Projections in this proxy statement, none of Hawaiian, the Hawaiian Board, the Executive Committee, Barclays or any other person has made or makes any representation to any person regarding Hawaiian’s ultimate performance as compared to the information contained in the Financial Projections. The inclusion of the Financial Projections should not be regarded as an indication that Hawaiian, the Hawaiian Board, the Executive Committee, Barclays or any other person considered, or now considers, them to be necessarily predictive of actual future results, and such information should not be relied on as such. Further, the inclusion of the Financial Projections in this proxy statement does not constitute an admission or representation by Hawaiian that the information presented is material.

The Financial Projections were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (which we refer to as “GAAP”). In addition, the Financial Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Financial Projections were prepared by, and are the responsibility of, Hawaiian management. Hawaiian’s independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Financial Projections and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report incorporated by reference into this proxy statement relates solely to Hawaiian’s previously issued financial statements. It does not extend to the Financial Projections and should not be read to do so.

Although the Financial Projections are presented with numerical specificity, they reflect numerous assumptions, estimates and uncertainties as to future events made by Hawaiian management that Hawaiian management believed in good faith were reasonable at the time that the Financial Projections were prepared, including with respect to: (1) macroeconomic factors, including fuel costs and inflation; (2) market, industry, customer and competitive trends in Hawaiian’s business and the travel, tourism and airline industry generally; (3) availability and use of capital; (4) the maintenance, replacement and expansion of Hawaiian’s aircraft fleet; (5) labor and personnel expenses; (6) the execution and evolution of Hawaiian’s commercial relationship with Amazon; (7) operating margins; (8) tax rates and Hawaiian’s ability to offset net operating loss carryovers against future income for tax purposes; and (9) other relevant operating and financial measures. Our ability to achieve the financial results contemplated by the Financial Projections will be affected by our ability to achieve our strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Financial Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Financial Projections not to be achieved can be found in the risk factors included in Hawaiian’s periodic filings with the SEC. These factors are difficult to predict, and may be outside of Hawaiian’s control. As a result, there can be no assurance that the Financial Projections will be realized, and Hawaiian’s actual results may be materially better or worse than those implied by the Financial Projections. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.” The Financial Projections may differ from publicized analyst estimates and forecasts. Stockholders should evaluate the Financial Projections, if at all, in conjunction with our historical financial statements and other information regarding Hawaiian contained in our public filings with the SEC. The Financial Projections may not be consistent with our historical operating data as a result of the assumptions utilized in preparing such information. The Financial Projections have not been updated or revised to reflect information or results either as of or after the date of this

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proxy statement, or, other than as described above, as of any date subsequent to their adoption. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Financial Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. We have reported, and may continue to report, results of operations for periods included in the Financial Projections that were or will be completed following the preparation of the Financial Projections. Stockholders and investors are urged to refer to our periodic filings with the SEC for information on our actual historical results.

Because the Financial Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Financial Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Financial Projections are not, and should not be considered to be, a guarantee of future operating results. Further, the Financial Projections are not fact and should not be relied upon as being necessarily indicative of Hawaiian’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Financial Projections are non-GAAP financial measures (which we refer to as the “non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Financial Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Financial Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Hawaiian Board, the Executive Committee, Barclays or any other person. Accordingly, no reconciliation of the financial measures included in the Financial Projections is provided in this proxy statement.

The following table summarizes the August 2023 Long-Term Plan. Hawaiian management made various estimates and assumptions when preparing the August 2023 Long-Term Plan, including (1) growth in premium aircraft seats, stronger unit revenue inflation for North America travel and generally consistent revenues for international travel over the performance period; (2) certain other revenue opportunities from new products and merchandising improvements; (3) labor costs based on agreed contract terms, with labor productivity gradually advancing toward pre-pandemic levels and slower non-contract headcount growth over the performance period; (4) fuel costs based on the then-current fuel curve and an assumed one percent reduction in fuel usage over the performance period; (5) a three percent annual inflation rate applied to approximately 10 percent of overall operating expenses; and (6) certain other cost saving opportunities. The August 2023 Long-Term Plan did not include any impact of the External Events.

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The following table summarizes the September 2023 Long-Term Plan. The September 2023 Long-Term Plan includes updates by Hawaiian management to reflect (1) immaterial refinements and (2) updated assumptions underlying our cargo business with Amazon. The September 2023 Long-Term Plan was otherwise prepared using assumptions that are consistent with the August 2023 Long-Term Plan. As with the August 2023 Long-Term Plan, the September 2023 Long-Term Plan did not include any impact of the External Events.

The following table summarizes the November 2023 Long-Term Plan. The November 2023 Long-Term Plan included estimated unlevered free cash flow for fiscal years 2023 through 2028 and net operating loss carryover utilization for fiscal years 2023 through 2030 for use by Barclays in connection with its opinion delivered to the Hawaiian Board (as described in more detail in the section of this proxy statement captioned “—Opinion of Barclays Capital Inc.”). The November 2023 Long-Term Plan was updated by Hawaiian management to reflect: (1) specific operating and financial impacts of the External Factors; (2) actual results for the third quarter of 2023; and (3) an updated fuel cost curve. The November 2023 Long-Term Plan otherwise was prepared using assumptions consistent with the September 2023 Long-Term Plan.

Interests of Hawaiian’s Directors and Executive Officers in the Merger

When considering the recommendation of the Hawaiian Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that Hawaiian’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Hawaiian Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

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Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, the directors and officers of Hawaiian will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Hawaiian Equity and Cash Incentive Awards

Treatment of Hawaiian Restricted Stock Units

As of December 31, 2023, there were outstanding awards of Hawaiian RSUs covering an aggregate of [•] shares of our common stock, of which Hawaiian RSUs covering an aggregate of [•] shares of our common stock were held by Hawaiian’s current non-employee directors and of which Hawaiian RSUs covering an aggregate of [•] shares of our common stock were held by Hawaiian’s current executive officers (taking into account awards that remain subject to performance-based vesting based on an assumption that remaining performance goals are met at target levels). If performance goals for awards that remain subject to performance-based vesting are assumed to be met at maximum levels, as of December 31, 2023, there were outstanding awards of Hawaiian RSUs that cover an aggregate of [•] shares of our common stock, of which Hawaiian RSUs covering an aggregate of [•] shares of our common stock were held by Hawaiian’s current executive officers.

As of December 31, 2024, we estimate that there will be outstanding awards of Hawaiian RSUs that cover an aggregate of 1,320,100 shares of our common stock, of which Hawaiian RSUs covering an aggregate of 70,279 shares of our common stock are estimated to be held by Hawaiian’s current non-employee directors and of which Hawaiian RSUs covering an aggregate of 806,858 shares of our common stock are estimated to be held by Hawaiian’s current executive officers (taking into account awards that remain subject to performance-based vesting based on an assumption that remaining performance goals are met at target levels). If performance goals for awards that remain subject to performance-based vesting are assumed to be met at maximum levels, as of December 31, 2024, we estimate that there will be outstanding awards of Hawaiian RSUs that cover an aggregate of 2,011,559 shares of our common stock, of which Hawaiian RSUs covering an aggregate of 1,288,670 shares of our common stock, are estimated to be held by Hawaiian’s current executive officers.

As of immediately prior to the effective time of the merger, each then-outstanding Hawaiian RSU will vest and be cancelled and converted into, for each share of our common stock subject to the award immediately prior to the effective time of the merger (in the case of a Hawaiian RSU that is subject to a performance-based vesting condition, achievement for these purposes will be determined in accordance with the terms expressly specified in the award agreement, and, if not so expressly specified, based on target performance), the right to receive an RSU payment, subject to all applicable federal, state and local tax withholdings and deductions.

For more information regarding the treatment of Hawaiian RSUs held by Hawaiian’s directors and executive officers, see the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Hawaiian Change in Control and Severance Benefits Under Existing Relationships.”

Treatment of Hawaiian 2022 Cash Incentive Awards

As of December 31, 2023, there were an aggregate of $[•] of Hawaiian 2022 Cash Incentives outstanding, of which an aggregate of $[•] of such cash incentives were held by Hawaiian’s current executive officers (taking into account awards that remain subject to performance-based vesting based on an assumption that remaining performance goals are met at target levels). If performance goals for awards that remain subject to performance-based vesting are assumed to be met at maximum levels, as of December 31, 2023, there were outstanding Hawaiian 2022 Cash Incentives covering an aggregate of $[•], of which an aggregate of $[•] of such cash incentives were held by Hawaiian’s current executive officers.

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As of December 31, 2024, we estimate that there will be an aggregate of $2,845,001 of Hawaiian 2022 Cash Incentives outstanding, of which an aggregate of $1,776,668 of such cash incentives are estimated to be held by Hawaiian’s current executive officers (taking into account awards that remain subject to performance-based vesting based on an assumption that remaining performance goals are met at target levels). If performance goals for awards that remain subject to performance-based vesting are assumed to be met at maximum levels, as of December 31, 2024, we estimate that there will be outstanding Hawaiian 2022 Cash Incentives covering an aggregate of $4,935,001, of which an aggregate of $3,126,668 of such cash incentives are estimated to be held by Hawaiian’s current executive officers.

As of immediately prior to the effective time of the merger, each outstanding Hawaiian 2022 Cash Incentive will vest and be cancelled and converted into (in the case of a Hawaiian 2022 Cash Incentive that is subject to a performance-based vesting condition, achievement for these purposes will be determined in accordance with the terms expressly specified in the award agreement, and, if not expressly specified, based on target performance), the right to receive the resulting cash incentive payment, subject to all applicable federal, state and local tax withholdings and deductions.

For more information regarding the treatment of Hawaiian 2022 Cash Incentives held by Hawaiian’s executive officers, see the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Hawaiian Change in Control and Severance Benefits Under Existing Relationships.”

Treatment of Hawaiian Options

As of December 31, 2023, 1,666 shares of our common stock were subject to outstanding Hawaiian options, all of which had an exercise price below the per share price. All of the outstanding Hawaiian options were held by one of Hawaiian’s current non-employee directors.

As of December 31, 2024, we expect that no shares of our common stock will be subject to outstanding Hawaiian options.

As of immediately prior to the effective time of the merger, each outstanding Hawaiian option, whether or not vested, will be cancelled and, in exchange therefor, the holder of such cancelled Hawaiian option will be entitled to receive a payment in cash of an amount equal to the option payment, subject to all applicable federal, state and local tax withholdings and deductions.

For more information regarding the treatment of Hawaiian options held by Hawaiian’s directors, see the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Hawaiian Change in Control and Severance Benefits Under Existing Relationships.”

Equity Interests of Hawaiian’s Directors and Executive Officers

The following table sets forth for each person who has been a Hawaiian executive officer or member of the Hawaiian Board at any time since the beginning of Hawaiian’s 2023 fiscal year, (1) the number of shares of our common stock directly held; (2) the number of shares of our common stock subject to his or her Hawaiian RSUs; and (3) the dollar amounts subject to his or her Hawaiian 2022 Cash Incentives, in each case assuming the following and such additional assumptions set forth in the footnotes to the table:

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As of the date of this proxy statement, the only Hawaiian options outstanding are scheduled to expire on May 22, 2024, and thus will not remain outstanding as of December 31, 2024.

The number of shares presented in the table above reflects shares of our common stock acquired by the individuals as part of their annual compensation program for services provided to Hawaiian and held following the vesting of the underlying equity award, as well as any shares purchased in the open market with the individual’s own money. It also reflects estimated values of the unvested and unexercised equity and cash incentive awards that are estimated to be outstanding as of December 31, 2024, similarly received by the individuals as part of their annual compensation. The dollar amounts reported in the table are estimated based on a range of assumptions, including a stock price valuation of $18.00 per share, which is the same amount to be received on a per share basis by all of our stockholders. No additional stock grants were made, or are being made, as a result of or in connection with the merger.

Section 280G Mitigation

Hawaiian may take certain actions before the effective time of the merger to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code (as defined below)). As of the date of this proxy statement, Hawaiian has taken the following actions to mitigate the possible impact of Section 280G of the Code on Hawaiian and any disqualified individuals, including Hawaiian’s executive officers:

These actions were intended to slightly accelerate the time of and not the amounts of payments or benefits. When taking action to accelerate these payments, the Compensation Committee of the Hawaiian Board was advised by its independent compensation consultant that the actions would be reasonable and are aligned with market standard practices. We will not pay any gross-ups or tax reimbursements with respect to any potential excise taxes on excess parachute payments. Subject to the terms of the merger agreement, we may take additional actions in the future to mitigate the possible impact of Section 280G of the Code on Hawaiian and any disqualified individuals, including Hawaiian’s executive officers.

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Hawaiian Change in Control and Severance Benefits Under Existing Relationships

Non-Employee Director Equity Awards

Hawaiian has granted certain stock-based awards such as stock options and restricted stock units under Hawaiian’s 2015 Stock Incentive Plan and Hawaiian’s Outside Director Compensation Policy that are outstanding and held by Hawaiian’s non-employee directors. Pursuant to Hawaiian’s 2015 Stock Incentive Plan or the terms of our non-employee directors’ award agreements, equity awards granted to Hawaiian’s non-employee directors will accelerate vesting upon a “change in control.” The closing of the merger will be a “change in control” within the meaning of Hawaiian’s 2015 Stock Incentive Plan or the terms of the award. The vesting of unvested Hawaiian equity awards held by Hawaiian’s non-employee directors as of the closing of the merger under these plan or award provisions is consistent with the treatment of non-performance based Hawaiian equity awards that are outstanding and unvested at the closing of the merger, under the terms of the merger agreement.

Officer and Board of Directors Non-Business Travel Policy

Under the Hawaiian Officer and Board of Directors Non-Business Travel Policy (which we refer to as the “Hawaiian non-business travel policy”), during their service to Hawaiian, executive officers and members of the Hawaiian Board are eligible for enhanced non-revenue pass travel benefits. Eligible participants in the Hawaiian non-business travel policy are eligible for post-service benefits if they retire at age 40 with 10 complete years of service or at age 55 with five complete years of service. Hawaiian’s executive officers are also eligible to qualify for post-service benefits under their Severance Agreements (as defined under the section of this proxy statement captioned “—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Change in Control and Severance Agreements”), and individuals who serve as members of the Hawaiian Board on the date of a “change in control” for purposes of the Hawaiian non-business travel policy will also qualify. The closing of the merger will be a “change in control” within the meaning of the Hawaiian non-business travel policy, and, in either case, these benefits will include flights operated by Hawaiian Airlines, any subsidiary, affiliate or any successors thereto, which will include Alaska and its affiliates, or on behalf of any of the above under capacity purchase agreements.

Change in Control and Severance Agreements

We entered into change in control and severance agreements with each of our executive officers (which we refer to individually as a “Severance Agreement” and collectively as the “Severance Agreements”) in 2017. Each Severance Agreement had a three-year term from its effective date and renewed automatically for additional one-year terms unless either party provides the other party with written notice of nonrenewal at least 60 days prior to automatic renewal. After the signing of the merger agreement, a notice of nonrenewal may not be given. When he assumed the role of chief executive officer in 2018, Mr. Ingram’s severance benefits were enhanced as described below.

Under the Severance Agreements, if, within the period beginning on the date that is three months prior to a change in control, and ending on the date that is 18 months following a change in control, an executive officer’s employment with Hawaiian is terminated by Hawaiian for a reason other than cause, death or disability, or the executive terminates his or her employment with Hawaiian for good reason, then, subject to the effectiveness of a release of claims in a form acceptable to Hawaiian, such executive officer will receive these benefits:

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Under the Severance Agreements, if the executive officer’s employment is terminated by Hawaiian for a reason other than cause, death or disability or the executive terminates his or her employment for good reason and such termination does not occur within the period beginning three months prior to and ending 18 months following a change in control, then, subject to the effectiveness of a release of claims in a form acceptable to Hawaiian, such NEO will receive these benefits:

If any of the amounts provided for under the executive officer’s Severance Agreement or otherwise payable to the executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the executive officer would be entitled to receive either the full payment of his or her benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.

Performance-Based Equity Awards

Hawaiian’s executive officers have been granted performance-based RSU awards that vest based on a combination of continued service and a designated performance condition. Performance-based Hawaiian RSU awards expected to be outstanding at the time of the closing of the merger include awards subject to attainment of goals with respect to Hawaiian’s total shareholder return (which we refer to as “TSR”) (either absolute or relative to Hawaiian’s peers), profitability or both.

2022 Performance-Based Hawaiian RSUs – Annualized TSR

Certain Hawaiian RSU awards granted in February 2022 are subject to attainment of goals with respect to annualized TSR of our common stock over the period beginning on January 1, 2022 and ending on December 31, 2024. For purposes of these goals, TSR is defined as (1) the ending share price plus cumulative dividends paid, minus the beginning share price, divided by (2) the beginning share price. The beginning share price is $20.24 (Hawaiian’s volume-weighted average price for the fourth fiscal quarter of 2021) and the ending share price will be the volume-weighted average price for the fourth fiscal quarter of 2024, or, if the merger occurs prior to December 31, 2024, the per share price. The quotient of that calculation will be annualized over the 3-year performance period with the result compared to the following table and the percent vested result linearly interpolated between levels.

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In the event that the merger is consummated prior to December 31, 2024, this annualized TSR performance will be determined based on Hawaiian’s annualized TSR performance for the period beginning on January 1, 2022 and ending on the closing date of the merger, with the ending price based on the price payable for a Hawaiian share in connection with the change in control, plus the value of distributions and dividends paid during the relevant period.

2023 Performance-Based Hawaiian RSUs – Relative and Annualized TSR

Performance-based Hawaiian RSU awards granted in April 2023 are subject in part to attainment of goals with respect to Hawaiian’s TSR over the period beginning on January 1, 2023 and ending on December 31, 2025. For purposes of these goals, TSR is defined as the ending share price plus cumulative dividends paid, minus the beginning share price, divided by the beginning share price. The beginning share price is Hawaiian’s volume-weighted average share price for our common stock for the 30 consecutive trading days ending on the December 31 prior to the start of the relevant period and the ending share price will be the volume-weighted average share price for our common stock for the 30 consecutive trading days ending on the last December 31 of the relevant period. The quotient of that calculation will then be annualized over the applicable performance period.

These 2023 performance-based Hawaiian RSUs include two avenues for vesting based on Hawaiian’s TSR. The first is based on Hawaiian’s ranking within a group including Hawaiian and nine peer airlines based on TSR for each of the following periods: each of the calendar years 2023, 2024 and 2025, and the three-year period including all three calendar years 2023-2025. For this purpose, Hawaiian’s relative performance for each one year period is weighted 20 percent, and its relative performance for the full three year period is weighted 40 percent. For each of these periods, the Hawaiian RSUs will be eligible to vest as to 200 percent if Hawaiian’s TSR is the highest among its peers, 0 percent if Hawaiian’s TSR is the lowest among its peers, or a percentage interpolated between 0 percent and 200 percent based on Hawaiian’s TSR ranking among its peers if this ranking is between these levels.

In the event that the merger is consummated prior to December 31, 2025, relative TSR performance for these 2023 performance-based Hawaiian RSUs will be determined as follows:

The second avenue to vesting of these 2023 Performance-based Hawaiian RSUs based on TSR is based on Hawaiian’s achievement of an annualized TSR of 20 percent or more for the period beginning on January 1, 2023 and ending on December 31, 2025.

In the event that the merger is consummated prior to December 31, 2025, this annualized TSR performance will be determined based on Hawaiian’s annualized TSR performance for the period beginning on January 1, 2023 and ending on the closing date of the merger, with the ending price based on the price payable for a Hawaiian share in connection with the change in control, plus the value of distributions and dividends paid during the relevant period.

Performance-Based Hawaiian RSUs – Profitability

Certain Hawaiian RSU awards granted in February 2022 are subject to attainment of goals with respect to our profitability over the period beginning on January 1, 2022 and ending on December 31, 2024. Performance-based Hawaiian RSU awards granted in April 2023 are subject in part to attainment of goals with respect to our profitability over the period beginning on January 1, 2023 and ending on December 31, 2025.

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For Hawaiian RSU awards granted in 2022 and 2023 that are subject to attainment of a profitability goal over a period that extends beyond the closing of the merger, this profitability goal will be deemed to be met at target levels if the holder remains a service provider of Hawaiian through the closing date.

For additional information regarding the Hawaiian RSUs for Hawaiian’s named executive officers, see the section of this proxy statement captioned “—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Golden Parachute Compensation.”

2022 Cash Incentive Awards

In 2020 and 2021, Hawaiian entered into agreements with the Treasury with respect to payroll support and loan programs provided under Coronavirus Aid, Relief, and Economic Security Act, the Consolidated Appropriations Act, 2021 and the American Rescue Plan Act of 2021 (which we refer to collectively as the “CARES Act”). Among the conditions to participating in these programs were limits imposed on the amount of total compensation that Hawaiian could pay certain Hawaiian employees, including Hawaiian’s executive officers, through April 1, 2023. To comply with these limitations, some compensation that would have otherwise been payable to Hawaiian’s executive officers was restructured so that such amounts would not be earned and payment would not occur until after expiration of the limits in April 2023.

In order to comply with CARES Act limitations with respect to our long-term incentive program for 2022, we introduced the Hawaiian 2022 Cash Incentives. The Hawaiian 2022 Cash Incentives were dependent upon the lapse of the CARES Act compensation limitations and the continued employment of the individual. In addition, some were subject to attainment of performance goals with respect to Hawaiian’s profitability, and others to attainment of goals with respect to certain of Hawaiian’s strategic initiatives, in each case for the period beginning on January 1, 2022 and ending on December 31, 2024.

For Hawaiian 2022 Cash Incentives that are subject to attainment of profitability or strategic initiative goals over a period that extends beyond the closing of the merger, pursuant to the merger agreement, these goals will be deemed to be met at target levels for each holder who remains a service provider of Hawaiian through the closing date.

For additional information regarding the Hawaiian 2022 Cash Incentives for Hawaiian’s named executive officers, see the section of this proxy statement captioned “—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Golden Parachute Compensation.”

Possible Future Grants Under Hawaiian’s Long-term Incentive Program

We do not intend to make grants of Hawaiian RSUs, Hawaiian options or Hawaiian 2022 Cash Incentives subject to accelerated vesting upon closing of the merger to our executive officers between signing and closing of the merger agreement. During this period, we intend to limit awards under our long-term incentive program to cash-based awards that are subject to vesting in 12 quarterly installments based solely on the continued service of the recipient, with the first installment vesting on May 1, 2024 (which we refer to as “Hawaiian 2024 Cash Incentives”). These Hawaiian 2024 Cash Incentives, which have yet to be determined, will not be subject to vesting acceleration in connection with the merger alone, but will be subject to accelerated vesting and payment upon a qualifying termination within the period beginning on the date that is three months prior to the closing of the merger, and ending on the date that is 18 months following the closing of the merger under the terms of the Severance Agreements described in the section of this proxy statement captioned “—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Change in Control and Severance Agreements.”

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The following table reflects an estimate of the amounts of Hawaiian 2024 Cash Incentives that may be granted in 2024, and may be eligible for vesting acceleration under the applicable executive officer’s Severance Agreements upon a qualifying termination that occurs on December 31, 2024, in each case using the total target values of Hawaiian RSUs granted under our long-term incentive program in 2023, and assuming that grants are subject to vesting in 12 quarterly installments, with the first vesting event on May 1, 2024:

Golden Parachute Compensation

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Hawaiian’s named executive officers that is based on, or that otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Hawaiian’s named executive officers. Hawaiian’s “named executive officers” for purposes of the disclosure in this proxy statement are Peter R. Ingram, Jonathan D. Snook, Shannon L. Okinaka, Aaron J. Alter and Theodoros Panagiotoulias. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Treatment of Hawaiian Equity and Cash Incentive Awards” and “—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Change in Control and Severance Agreements.”

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table:

The amounts reported below are estimated based on these and other assumptions that may or may not actually occur or be accurate on the date that the merger closes, and reflect estimated values of severance cash compensation, unvested equity incentives and change in control severance benefits. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below. We believe that these compensation elements are reasonable, aligned with the market standard and are part of our executive remuneration program designed to incentivize executives to drive stockholder value creation and act in the best interest of stockholders, despite potential risk of a job loss. The unvested equity

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awards held by officers are valued at $18.00 per share, which is the same amount to be received on a per share basis by all of our stockholders. No additional stock grants were made, or are being made, as a result of or in connection with the merger. To be eligible to receive severance compensation, a named executive officer must experience a qualifying termination of his or her employment during the period beginning three months before closing of the merger through 18 months after closing of the merger, making these double-trigger benefits. This treatment is aligned with what we believe to be the best market practice.

Our named executive officers will not receive pension, non-qualified deferred compensation or tax reimbursements in connection with the merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of our common stock have been calculated based on the per share price.

Golden Parachute Compensation

The amounts represent a lump-sum cash severance payment equal to the sum of (1) 36 months for Mr. Ingram and 24 months for Hawaiian’s other current named executive officers, of such named executive officer’s annual base salary as in effect as of December 31, 2024; (2) 300 percent for Mr. Ingram and 200 percent for Hawaiian’s other current named executive officers of such named executive officer’s target annual bonus as in effect for fiscal year 2024; (3) a pro-rated annual bonus for the year of termination based on actual corporate achievement and with individual performance goals deemed met at the target level; (4) continued payments of $3,000 per month for 24 months in lieu of a COBRA subsidy; and (5) accelerated payments under the Hawaiian 2024 Cash Incentives as follows:

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The values in the equity column of the tables above and below reflect the accelerated vesting terms of the named executive officer’s Severance Agreement and the following assumptions:

For more information on the Hawaiian RSUs, see the section of this proxy statement captioned “—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Hawaiian Change in Control and Severance Benefits Under Existing Relationships”:

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Employment Arrangements Following the Merger

As of the date of this proxy statement, none of Hawaiian’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Alaska or Merger Sub; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Alaska or Merger Sub to be effective following the consummation of the merger. However, prior to the effective time of the merger, Alaska or Merger Sub may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Hawaiian’s employees to be effective as of the effective time of the merger.

Closing and Effective Time of the Merger

The merger agreement provides that, subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into Hawaiian. As a result, the separate corporate existence of Merger Sub will cease and Hawaiian will survive the merger and continue to exist after the merger as a wholly owned subsidiary of Alaska.

The merger will take place no later than the third business day after satisfaction or waiver of all conditions described in the section of this proxy statement captioned “The Merger Agreement—Conditions to Completion of the Merger.”

The merger will become effective at the time when Hawaiian, Alaska and Merger Sub cause to be executed and filed a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL, or such later date and time as is agreed upon by the parties and specified in the certificate of merger.

Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) properly demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effective date of the merger; (4) otherwise comply with the procedures of Section 262 of the DGCL; and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the merger under Section 262 of the DGCL. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to a record holder of shares, all references in Section 262 and in this summary to “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders exercise their appraisal rights under Section 262. STOCKHOLDERS SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW.

Under Section 262, if the merger is completed, holders of record of shares of our capital stock or beneficial owners who (1) deliver a written demand for appraisal of such person’s shares of our capital stock to Hawaiian prior to the vote on the adoption of the merger agreement; (2) do not vote, in person or by proxy, in favor of the adoption of the merger agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective date of the merger; and (4) otherwise comply with the procedures and satisfy certain ownership, as appliable, thresholds set forth in Section 262 may be entitled to have

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their shares of our capital stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, for the “fair value” of their shares of our capital stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing of the merger, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (1) the total number of shares of the class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with subsection (g) of Section 262 or (2) the value of the per share price in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Given that the shares of our common stock are listed on Nasdaq (and assuming such shares remain so listed up until closing of the merger), then the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of our common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is satisfied. For the avoidance of doubt and assuming that the shares of our preferred stock are not listed on a national securities exchange as of immediately prior to the effective time of the merger, satisfaction of one of the ownership thresholds will not be required with respect to our preferred stock.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the effective date of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Hawaiian’s notice to our stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any holder of record or beneficial owner of shares of our capital stock who wishes to exercise appraisal rights, or who wishes to preserve such person’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses appraisal rights will be entitled to receive the per share price described in the merger agreement, without interest, less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of our capital stock, Hawaiian believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of our capital stock must do ALL of the following:

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As described below, within 120 days after the effective date of the merger, but not thereafter, an appraisal proceeding must be commenced by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our capital stock. In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights with respect to the shares of our common stock unless one of the ownership thresholds is met. For the avoidance of doubt and assuming that the shares of our preferred stock are not listed on a national securities exchange as of immediately prior to the effective time of the merger, satisfaction of one of the ownership thresholds will not be required with respect to our preferred stock.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain.

Filing Written Demand

A person wishing to exercise appraisal rights must deliver to Hawaiian, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must own or hold, as applicable, beneficially or of record, the shares on the date the written demand for appraisal is delivered and must continue to hold or own, as applicable, the shares through the effective date of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will constitute a waiver of such person’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement. A proxy or vote against the adoption of the merger agreement will not constitute a demand. A person’s failure to make the written demand prior to the taking of the vote on the adoption of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform Hawaiian of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list (as defined below).

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All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Hawaiian Holdings, Inc.

3375 Koapaka Street, Suite G-350

Honolulu, Hawai‘i 96819

Attention: Corporate Secretary

At any time within 60 days after the effective date of the merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered pursuant to the merger agreement, by delivering to Hawaiian, as the surviving corporation, a written withdrawal of the demand for appraisal. Any withdrawal of a demand for appraisal made more than 60 days after the effective date of the merger may only be made with the written approval of the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (which we refer to as a “reservation”) for any application (as defined below) to the Delaware Court of Chancery; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the per share price within 60 days after the effective date of the merger. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share price being offered pursuant to the merger agreement.

Notice by the Surviving Corporation

If the merger is completed, within ten days after the effective date of the merger, the surviving corporation will notify each stockholder (including any beneficial owner) of each constituent corporation who has submitted a demand for appraisal in accordance with Section 262, and who has not voted in favor of the adoption of the merger agreement, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective date of the merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by any person other than the surviving corporation, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our capital stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of our capital stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective date of the merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Hawaiian has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within ten days after receipt by the surviving corporation of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later.

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If a petition for an appraisal is duly filed by any person other than the surviving corporation, service of a copy thereof must be made upon the surviving corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order the Register in Chancery to give notice of the time and place fixed for the hearing of such petition to the surviving corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice are borne by the surviving corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. Accordingly, persons holding stock represented by stock certificates and wishing to seek appraisal of their shares are cautioned to retain their stock certificates pending resolution of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Given that the shares of our common stock are listed on Nasdaq (and assuming such shares remain so listed up until closing of the merger), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of shares of our common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is met. For the avoidance of doubt and assuming that the shares of our preferred stock are not listed on a national securities exchange as of immediately prior to the effective time of the merger, satisfaction of one of the ownership thresholds will not be required with respect to our preferred stock.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal and, with respect to our common stock, that at least one of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of our capital stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. However, the surviving corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (x) the difference, if any, between the amount paid by the surviving corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should

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be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings, prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that “throw any light on future prospects of the merged corporation.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, fair value under Section 262. ALTHOUGH HAWAIIAN BELIEVES THAT THE PER SHARE PRICE IS FAIR, NO REPRESENTATION IS MADE AS TO THE OUTCOME OF THE APPRAISAL OF FAIR VALUE AS DETERMINED BY THE DELAWARE COURT OF CHANCERY, AND STOCKHOLDERS SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE PER SHARE PRICE. Neither Hawaiian nor Alaska anticipates offering more than the per share price to any persons exercising appraisal rights, and each of Hawaiian and Alaska reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of our capital stock is less than the per share price. If a petition for appraisal is not timely filed or, with respect to our common stock, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith (which we refer to as an “application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of shares of our capital stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of our capital stock will be deemed to have been converted at the effective date of the merger into the right to receive the per share price as provided in the merger agreement. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger, if, in the case of our common stock, neither of the ownership thresholds above has been satisfied in respect of those seeking appraisal rights with respect to the shares of our common stock, or if the person delivers to the surviving corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the per share price as provided in the merger agreement in accordance with Section 262.

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From and after the effective date of the merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of our capital stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger).

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the merger agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The merger will be accounted for as a “business combination” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the merger that may be relevant to U.S. holders and Non-U.S. holders of shares of our capital stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), U.S. Treasury Regulations promulgated under the Code, court decisions, published positions of the U.S. Internal Revenue Service (which we refer to as the “IRS”) and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of our capital stock as “capital assets” within the meaning of Section 1221 of the Code (generally, as property held for investment purposes). With respect to holders whose shares of our capital stock were subject to vesting restrictions at the time such shares were acquired, if any, this discussion assumes that a valid and timely election pursuant to Section 83(b) of the Code was made with respect to such shares.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our capital stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of our capital stock and partners therein should consult their tax advisors regarding the consequences of the merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court. Further, no opinion of counsel has been or will be rendered with respect to the tax consequences of the merger or related transactions.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER U.S. FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

U.S. Holders

General

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of our capital stock that is for U.S. federal income tax purposes:

Taxable Sale of Company Capital Stock

The receipt of cash by a U.S. holder in exchange for shares of our capital stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. holder’s adjusted tax basis generally will equal the amount that such U.S. holder paid for the shares. Such gain or loss will be capital gain or loss, and will be long-term capital

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gain or loss if such U.S. holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of shares of our capital stock at different times and/or different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of our capital stock.

Non-U.S. Holders

General

For purposes of this discussion, a “Non-U.S. holder” is a beneficial owner of shares of our capital stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

Taxable Sale of Company Capital Stock

Subject to the discussion below on backup withholding and FATCA (as defined below) withholding, any gain realized by a Non-U.S. holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a current rate of 24 percent) may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (1) a U.S. holder that furnishes a correct taxpayer identification number and certifies that such U.S. holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. holder that (a) provides a certification of such

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Non-U.S. holder’s non-U.S. status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

A U.S. holder may be required to retain records related to such holder’s capital stock and file with its U.S. federal income tax return, for the taxable year that includes the merger, a statement setting forth certain facts relating to the merger.

Additional Withholding Requirements under the Foreign Account Tax Compliance Act (FATCA)

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (which we refer to as, collectively, “FATCA”), impose a U.S. federal withholding tax of 30 percent on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30 percent on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. holder might be eligible for refunds or credits of such taxes.

The U.S. Treasury Department recently released proposed regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of our capital stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders of our capital stock are encouraged to consult with their tax advisors regarding the possible implications of FATCA on the disposition of our capital stock pursuant to the merger.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH U.S. HOLDER AND NON-U.S. HOLDER SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO SUCH HOLDER AND THE PARTICULAR TAX EFFECTS OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL NON-INCOME, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

Regulatory Approvals Required for the Merger

The closing of the merger is subject to expiration or termination of the applicable waiting periods under the HSR Act and the rules thereunder. Under the HSR Act and the rules thereunder, the merger may not be completed unless certain information has been furnished by Alaska and Hawaiian to the Antitrust Division of the U.S. Department of Justice (which we refer to as the “DOJ”) and to the U.S. Federal Trade Commission (which we refer to as the “FTC”) and applicable waiting periods expire or are terminated. The HSR Act requires the parties to observe a 30-day waiting period (which we refer to as the “initial waiting period”) during which time the merger may not be consummated, unless that initial waiting period is terminated early. Alaska and Hawaiian will file their respective notification and report forms pursuant to the HSR Act with the Antitrust Division of the DOJ and the FTC in January 2024, and each will request early termination of the waiting period. The initial waiting period may be (1) shortened if the reviewing agency grants “early termination;” (2) restarted if the acquiring person voluntarily withdraws and re-files its Notification and Report Form; or (3) extended if the reviewing

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agency issues a request for additional information and documentary material (which we refer to as a “Second Request”). If there is a Second Request, then the waiting period expires 30 days after the date when both parties have substantially complied with such request unless the parties reach a timing agreement with the reviewing agency to not consummate the merger for a further period of time after substantial compliance. The reviewing agency will assess the legality under the antitrust laws of the proposed merger. At any time before or after the consummation of the proposed merger, the Antitrust Division could take such action under the antitrust laws of the United States as it deems necessary, including seeking to enjoin the merger or seeking divestiture of the assets of Alaska, Hawaiian or their respective subsidiaries. Private parties and individual state attorneys general may also bring legal actions under the antitrust laws. There can be no assurance that a challenge to the merger on antitrust grounds will not be made, or, if such a challenge is made, what the result would be.

In addition to the antitrust-related filings and clearance discussed above, Alaska and Hawaiian must obtain any approvals or authorizations required to be obtained from the DOT, the FAA and the FCC, as well as all other approvals and authorizations required to be obtained in connection with the consummation of the merger and the transactions contemplated by the merger agreement from any other governmental authority.

There can be no assurance that Alaska and Hawaiian will be able to obtain all required regulatory clearances and approvals. In addition, even if Alaska and Hawaiian obtain all required regulatory clearances and approvals, and the merger proposal is approved by our stockholders, conditions may be placed on any such clearance or approval that could cause Alaska to abandon the merger.

Financing of the Merger

There is no financing condition to the merger. Alaska expects to pay the aggregate price per share from its cash on hand or new borrowings.

Delisting and Deregistration of Our Common Stock

If the merger is completed, our common stock will no longer be traded on Nasdaq and will be deregistered under the Exchange Act. At that time, we will no longer be required to file periodic reports, current reports and proxy and information statements with the SEC with respect to our common stock.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to approve the adoption of the merger agreement. For a summary of and detailed information regarding this proposal, see the information about the merger agreement throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. You are urged to read the merger agreement carefully and in its entirety.

The Hawaiian Board unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 2: APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF CERTAIN

MERGER-RELATED EXECUTIVE COMPENSATION

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger, as disclosed in the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Golden Parachute Compensation,” including the additional disclosures referenced therein that otherwise are disclosed in the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger.”

We are asking our stockholders to approve the compensation that will or may become payable by Hawaiian to Hawaiian’s named executive officers in connection with the merger. These payments are set forth in the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” and the accompanying footnotes and additional disclosures referenced therein. The various plans and arrangements pursuant to which these compensation payments may be made generally have previously formed part of Hawaiian’s overall compensation program for Hawaiian’s named executive officers and previously have been disclosed to stockholders in public filings, including Hawaiian’s annual proxy statement. These historical arrangements were adopted and approved by the Hawaiian Board or the Compensation Committee of the Hawaiian Board, which is composed solely of non-employee directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the special meeting:

“RESOLVED, that the stockholders of Hawaiian approve the compensation that will or may become payable to Hawaiian’s named executive officers in connection with the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” and the accompanying footnotes and additional disclosures referenced therein.”

Our stockholders should note that this proposal is not a condition to completion of the merger, and as a non-binding, advisory vote, the result will not be binding on Hawaiian, the Hawaiian Board or Alaska. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated Hawaiian’s named executive officers will be eligible to receive the compensation that is based on or that otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

The Hawaiian Board unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. If stockholders approve this proposal, we can adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders that have previously returned properly signed proxies voting against adoption of the merger agreement. Among other things, approval of the adjournment proposal could mean that, even if we received proxies representing a sufficient number of votes against adoption of the merger agreement such that the proposal to adopt the merger agreement would be defeated, we could adjourn the special meeting without a vote on the adoption of the merger agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the merger agreement. Additionally, we may seek stockholder approval to adjourn the special meeting if a quorum is not present. Finally, the chairperson of the special meeting is permitted by Hawaiian’s bylaws to adjourn the special meeting, whether or not a quorum is present, even if our stockholders have not approved the proposal to adjourn the special meeting.

The Hawaiian Board unanimously recommends that you vote “FOR” this proposal.

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THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement. The descriptions of the merger agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to carefully read and consider the merger agreement, which is the legal document that governs the merger, in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement, and not by this summary or any other information contained in this proxy statement.

The representations, warranties and covenants described below and included in the merger agreement (1) were made only for purposes of the merger agreement and as of specific dates; (2) were made solely for the benefit of the parties to the merger agreement; (3) may be subject to important qualifications, limitations and supplemental information agreed to by Hawaiian, Alaska and Merger Sub in connection with negotiating the terms of the merger agreement; and (4) may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Alaska and Merger Sub by Hawaiian in connection with the merger agreement. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating contractual risk between Hawaiian and Alaska and Merger Sub rather than to establish matters as facts. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. Except with respect to the right to payment upon consummation of the merger, our stockholders are not generally third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Hawaiian, Alaska or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. Except where expressly provided in the merger agreement, none of the representations and warranties will survive the closing of the merger, and, therefore, they will have no legal effect under the merger agreement after the effective time of the merger. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of Hawaiian, Alaska and Merger Sub because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedules to the merger agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The merger agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding Hawaiian, Alaska, Merger Sub or their respective businesses. Accordingly, the representations, warranties and covenants in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in Hawaiian’s filings with the SEC regarding Hawaiian and Hawaiian’s business.

Structure and Effective Time

The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, Merger Sub will merge with and into Hawaiian. As a result, the separate corporate existence of Merger Sub will cease and Hawaiian will survive the merger and continue to exist after the merger as a direct, wholly owned subsidiary of Alaska.

The merger will take place no later than the third business day after satisfaction or waiver of all conditions described in the section of this proxy statement captioned “—Conditions to Completion of the Merger,” or at such other date and time as the parties agree in writing.

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The merger will become effective at the time when Hawaiian, Alaska and Merger Sub cause to be executed and filed a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL, or such other date and time as is agreed upon by the parties and specified in the certificate of merger.

Treatment of Hawaiian Equity and Cash Incentive Awards

Treatment of Hawaiian Restricted Stock Units

As of December 31, 2023, there were outstanding awards of Hawaiian RSUs covering an aggregate of [•] shares of our common stock, of which Hawaiian RSUs covering an aggregate of [•] shares of our common stock were held by Hawaiian’s current non-employee directors and of which Hawaiian RSUs covering an aggregate of [•] shares of our common stock were held by Hawaiian’s current executive officers (taking into account awards that remain subject to performance-based vesting based on an assumption that remaining performance goals are met at target levels). If performance goals for awards that remain subject to performance-based vesting are assumed to be met at maximum levels, as of December 31, 2023, there were outstanding awards of Hawaiian RSUs that cover an aggregate of [•] shares of our common stock, of which Hawaiian RSUs covering an aggregate of [•] shares of our common stock were held by Hawaiian’s current executive officers.

As of immediately prior to the effective time of the merger, each outstanding Hawaiian RSU will vest and be cancelled and converted into, for each share of our common stock subject to the award immediately prior to the effective time of the merger (in the case of a Hawaiian RSU that is subject to a performance-based vesting condition, achievement for these purposes will be determined in accordance with the terms expressly specified in the award agreement, and, if not so expressly specified, based on target performance), the right to receive an RSU payment, subject to all applicable federal, state and local tax withholdings and deductions.

For more information regarding the treatment of Hawaiian RSUs held by Hawaiian directors and executive officers, see the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Hawaiian Change in Control and Severance Benefits Under Existing Relationships.”

Treatment of Hawaiian 2022 Cash Incentive Awards

As of December 31, 2023, there were an aggregate of $[•] of Hawaiian 2022 Cash Incentives outstanding, of which an aggregate of $[•] of such cash incentives were held by Hawaiian’s current executive officers (taking into account awards that remain subject to performance-based vesting based on an assumption that remaining performance goals are met at target levels). If performance goals for awards that remain subject to performance-based vesting are assumed to be met at maximum levels, as of December 31, 2023, there were outstanding Hawaiian 2022 Cash Incentives covering an aggregate of $[•], of which an aggregate of $[•] of such cash incentives were held by Hawaiian’s current executive officers.

As of immediately prior to the effective time of the merger, each then-outstanding Hawaiian 2022 Cash Incentive will vest and be cancelled and converted into (in the case of a Hawaiian 2022 Cash Incentive that is subject to a performance-based vesting condition, achievement for these purposes will be determined in accordance with the terms expressly specified in the award agreement, and, if not expressly specified, based on target performance) the right to receive the resulting cash incentive payment, subject to all applicable federal, state and local tax withholdings and deductions.

For more information regarding the treatment of Hawaiian 2022 Cash Incentives held by Hawaiian’s executive officers, see the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Hawaiian Change in Control and Severance Benefits Under Existing Relationships.”

Treatment of Hawaiian Options

As of December 31, 2023, 1,666 shares of our common stock were subject to outstanding Hawaiian options, all of which had an exercise price below the per share price. All of the outstanding Hawaiian options were held by one of Hawaiian’s current non-employee directors.

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As of immediately prior to the effective time of the merger, each outstanding Hawaiian option, whether or not vested, will be cancelled and, in exchange therefor, the holder of such cancelled Hawaiian option will be entitled to receive a payment in cash of an amount equal to the option payment, subject to all applicable federal, state and local tax withholdings and deductions.

For more information regarding the treatment of Hawaiian options held by Hawaiian’s directors, see the section of this proxy statement captioned “The Merger—Interests of Hawaiian’s Directors and Executive Officers in the Merger—Hawaiian Change in Control and Severance Benefits Under Existing Relationships.”

Treatment of Warrants in the Merger

Amazon Warrant

At the effective time of the merger, the portion of the 9,442,443 shares of our common stock (which we refer to as the “Amazon warrant shares”) subject to the Warrant (which we refer to as the “Amazon warrant”), dated October 20, 2022, by and between Hawaiian and a subsidiary of Amazon that is vested will be exercisable in accordance with the terms of the Amazon warrant. Additionally, at the effective time of the merger, an amount of the unvested Amazon warrant shares will automatically vest and become exercisable as follows:

Any portion of the Amazon warrant that remains unvested at the effective time of the merger will vest in accordance with the terms of the Amazon warrant, and upon vesting, will become exercisable for the right to receive the per share price in cash in lieu of shares of our common stock. In connection with the consummation of the merger, Hawaiian has agreed to take all commercially reasonable actions to cause the mandatory exercise by Amazon of that portion of the Amazon warrant that is vested or deemed vested in accordance with the terms of the Amazon warrant.

Treasury Warrants

At the effective time of the merger, each outstanding warrant for shares of our common stock governed by the following agreements will vest and become exercisable in accordance with its terms:

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Hawaiian agreed, prior to the effective time of the merger, to request that the Treasury exercise the Treasury warrants at or as promptly as practicable following the effective time of the merger.

All Treasury warrants with an exercise price greater than $18.00 per share will be cancelled at the effective time of the merger, and the holder of such warrants will not receive any consideration upon consummation of the merger.

Payment and Issuance of Merger Consideration; Surrender of Shares

Prior to the effective time of the merger, Alaska will enter into an agreement with a payment agent designated by Alaska and reasonably acceptable to Hawaiian to act as payment agent for purposes of effecting the payment and issuance of the aggregate per share price. At or immediately following the effective time of the merger, Alaska will deposit, or cause to be deposited, with the payment agent an amount in cash sufficient to pay the aggregate per share price to which holders of shares of our capital stock will be entitled at the effective time of the merger.

As promptly as practicable after the effective time of the merger, and in any event within three business days thereafter, Alaska will cause the payment agent to mail to each holder of record of shares of our capital stock represented by certificates, a letter of transmittal and instructions for use in effecting the surrender of the certificates. Any such shares of capital stock so surrendered shall be entitled to receive, as reasonably practicable after the effective time of the merger (and in any event, within three business days thereafter), the per share price payable for each such share. In the case of book-entry shares, each registered holder of book-entry shares will automatically, upon the receipt by the payment agent of an “agent’s message” in customary form, be entitled to receive the per share price for such book-entry shares. Any payment in respect of a Hawaiian equity award will, as applicable, be made through the surviving corporation’s payroll no more than ten business days following the effective time of the merger.

Representations and Warranties

In the merger agreement, Hawaiian and, as applicable, its subsidiaries (which we refer to collectively as the “Hawaiian Group”) has made customary representations and warranties to Alaska and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement and the confidential disclosure schedules to the merger agreement. These representations and warranties relate to, among other things:

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Certain of these representations and warranties are qualified by a material adverse effect standard. Subject to certain exclusions, a “material adverse effect” with respect to Hawaiian means any change, event, circumstance, development, condition, occurrence, or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of the Hawaiian Group. Subject to certain exceptions, none of the following will be taken into account in determining whether there has been or will be a material adverse effect:

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Alaska and Merger Sub have made a number of representations and warranties to Hawaiian in the merger agreement regarding aspects of Alaska’s business and other matters pertinent to the merger. The topics covered by these representations and warranties include the following: