# SkyWest (SKYW) 10-Q SEC filing - Q2 FY2026 - Filed: Jul 24, 2026, 4:02 PM EDT - Fiscal quarter: Q2 FY2026 - Calendar quarter: Q2 2026 - Accession: 0001104659-26-086641 - OpenCapital page: https://www.opencapital.sh/filings/0001104659-26-086641 - Markdown URL: https://www.opencapital.sh/filings/0001104659-26-086641.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/0001104659-26-086641-index.htm ## Filing documents - [10-Q (skyw-20260630x10q.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630x10q.htm) - [EX-10.1 (skyw-20260630xex10d1.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d1.htm) - [EX-10.2 (skyw-20260630xex10d2.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d2.htm) - [EX-10.3 (skyw-20260630xex10d3.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d3.htm) - [EX-10.4 (skyw-20260630xex10d4.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d4.htm) - [EX-10.5 (skyw-20260630xex10d5.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d5.htm) - [EX-10.6 (skyw-20260630xex10d6.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d6.htm) - [EX-31.1 (skyw-20260630xex31d1.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex31d1.htm) - [EX-31.2 (skyw-20260630xex31d2.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex31d2.htm) - [EX-32.1 (skyw-20260630xex32d1.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex32d1.htm) - [EX-32.2 (skyw-20260630xex32d2.htm)](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex32d2.htm) --- ## 10-Q SEC source: [skyw-20260630x10q.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630x10q.htm) ​ SECURITIES AND EXCHANGE COMMISSION **Washington, D.C. 20549** ​ **Form** **10-Q** ​ ​ ​ **☒** **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** ​ **For the quarterly period ended** **June 30, 2026** ​ **OR** ​ ​ ​ **☐** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** ​ **For the transition period from to** ​ **Commission file number** **0-14719** ​ **SKYWEST, INC.** ​ ​ ​ ​ **Incorporated under the laws of** **Utah** ​ **87-0292166** ​ ​ (I.R.S. Employer ID No.) **444 South River Road** **St. George****,** **Utah** **84790** **(****435****)** **634-3000** (Address of principal executive offices and telephone number) ​ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered **Common Stock, No Par Value** **SKYW** **The** **Nasdaq** **Global Select Market** ​ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻ ​ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻ ​ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: ​ ​ ​ ​ Large accelerated filer ⌧ ​ Accelerated filer ◻ ​ ​ ​ Non-accelerated filer ◻ ​ Smaller reporting company ☐ ​ ​ ​ Emerging growth company ☐ ​ ​ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻ ​ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧ ​ Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Class** ​ **Outstanding at July 17, 2026** Common stock, no par value ​ 38,828,325 ​ ​ ​ ​ ​ ​ ​ **SKYWEST, INC.** ​ **QUARTERLY REPORT ON FORM 10-Q** ​ **TABLE OF CONTENTS** ​ | ​ | | | | | --- | --- | --- | --- | | [PART I](#PARTIFINANCIALINFORMATION_448757) | [FINANCIAL INFORMATION:](#PARTIFINANCIALINFORMATION_448757) | | ​ | | ​ | [Item 1.](#Item1FinancialStatements_199775) | [Financial Statements](#Item1FinancialStatements_199775) | 3 | | ​ | ​ | [Consolidated Balance Sheets](#BALANCESHEETS_935643) | 3 | | ​ | ​ | [Consolidated Statements of Comprehensive Income](#COMPREHENSIVEINCOME_254981) | 5 | | ​ | ​ | [Consolidated Statements of Stockholders’ Equity](#STOCKHOLDERSEQUITY_657940) | 6 | | ​ | ​ | [Condensed Consolidated Statements of Cash Flows](#CASHFLOWS_100011) | 8 | | ​ | ​ | [Notes to Condensed Consolidated Financial Statements](#NOTES_832880) | 9 | | ​ | [Item 2.](#Item2_ManagementsDiscussion) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item2_ManagementsDiscussion) | 24 | | ​ | [Item 3.](#ITEM3QUANTITATIVEANDQUALITATIVEDISCLOSUR) | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM3QUANTITATIVEANDQUALITATIVEDISCLOSUR) | 40 | | ​ | [Item 4.](#ITEM4CONTROLSANDPROCEDURES_991142) | [Controls and Procedures](#ITEM4CONTROLSANDPROCEDURES_991142) | 40 | | ​ | ​ | ​ | ​ | | [PART II](#PARTIIOTHERINFORMATION_491837) | [OTHER INFORMATION:](#PARTIIOTHERINFORMATION_491837) | | ​ | | ​ | [Item 1.](#ITEM1LEGALPROCEEDINGS_213290) | [Legal Proceedings](#ITEM1LEGALPROCEEDINGS_213290) | 40 | | ​ | [Item 1A.](#ITEM1ARISKFACTORS_330453) | [Risk Factors](#ITEM1ARISKFACTORS_330453) | 41 | | ​ | [Item 2.](#ITEM2UNREGISTEREDSALESOFEQUITYSECURITIES) | [Unregistered Sales of Equity Securities and Use of Proceeds](#ITEM2UNREGISTEREDSALESOFEQUITYSECURITIES) | 41 | | ​ | [Item 5.](#ITEM5OTHERINFO) | [Other Information](#ITEM5OTHERINFO) | 41 | | ​ | [Item 6.](#ITEM6EXHIBITS_328919) | [Exhibits](#ITEM6EXHIBITS_328919) | 42 | | ​ | ​ | [Signature](#SIGNATURE_851418) | 43 | | ​ | ​ | ​ | ​ | | Exhibit 31.1 | Certification of Chief Executive Officer | | ​ | | Exhibit 31.2 | Certification of Chief Financial Officer | | ​ | | Exhibit 32.1 | Certification of Chief Executive Officer | | ​ | | Exhibit 32.2 | Certification of Chief Financial Officer | | ​ | ​ ​ **PART I. FINANCIAL INFORMATION** ## Item 1. Financial Statements ​ **SKYWEST, INC. AND SUBSIDIARIES** **CONSOLIDATED BALANCE SHEETS** (Dollars in thousands) ​ ASSETS ​ ​ | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | | (unaudited) | | | CURRENT ASSETS: | | | | Cash and cash equivalents | $81,407 | $122,673 | | Marketable securities | 519,572 | 584,236 | | Receivables, net | 189,017 | 159,803 | | Inventories, net | 193,683 | 168,547 | | Other current assets | 40,569 | 55,935 | | Total current assets | 1,024,248 | 1,091,194 | | PROPERTY AND EQUIPMENT: | | | | Aircraft and rotable spares | 9,561,706 | 9,302,510 | | Deposits on aircraft | 100,000 | 100,000 | | Buildings, ground equipment and other | 341,119 | 328,401 | | Total property and equipment, gross | 10,002,825 | 9,730,911 | | Less-accumulated depreciation and amortization | (4,057,473) | (3,887,943) | | Total property and equipment, net | 5,945,352 | 5,842,968 | | OTHER ASSETS: | | | | Operating lease right-of-use assets | 86,958 | 81,943 | | Long-term receivables and other assets | 355,672 | 370,144 | | Total other assets | 442,630 | 452,087 | | Total assets | $7,412,230 | $7,386,249 | ​ See accompanying notes to condensed consolidated financial statements. ​ **SKYWEST, INC. AND SUBSIDIARIES** **CONSOLIDATED BALANCE SHEETS (Continued)** (Dollars in thousands) ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | | (unaudited) | | | CURRENT LIABILITIES: | | | | Current maturities of long-term debt | $653,695 | $546,812 | | Accounts payable and accrued liabilities | 753,216 | 633,633 | | Accrued salaries, wages and benefits | 229,972 | 240,954 | | Current maturities of operating lease liabilities | 21,868 | 19,629 | | Taxes other than income taxes | 24,039 | 22,694 | | Other current liabilities | 117,637 | 203,886 | | Total current liabilities | 1,800,427 | 1,667,608 | | LONG-TERM DEBT, net of current maturities | 1,642,763 | 1,845,272 | | DEFERRED INCOME TAXES PAYABLE | 952,722 | 910,731 | | NONCURRENT OPERATING LEASE LIABILITIES | 65,765 | 62,314 | | OTHER LONG-TERM LIABILITIES | 189,060 | 153,891 | | COMMITMENTS AND CONTINGENCIES (Note 7) | | | | STOCKHOLDERS’ EQUITY: | | | | Preferred stock, 5,000,000 shares authorized; none issued | — | — | | Common stock, no par value, 120,000,000 shares authorized; 85,379,909 and 84,270,723 shares issued as of June 30, 2026 and December 31, 2025, respectively | 808,081 | 798,470 | | Retained earnings | 3,224,899 | 3,022,507 | | Treasury stock, at cost, 46,445,748 and 44,399,241 shares as of June 30, 2026 and December 31, 2025, respectively | (1,271,117) | (1,074,822) | | Accumulated other comprehensive income (loss) | (370) | 278 | | Total stockholders’ equity | 2,761,493 | 2,746,433 | | Total liabilities and stockholders’ equity | $7,412,230 | $7,386,249 | ​ See accompanying notes to condensed consolidated financial statements. ​ **SKYWEST, INC. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME** **(UNAUDITED)** (In thousands, except per share amounts) ​ | Line item | Three months ended / June 30, 2026 | Three months ended / June 30, 2025 | Six months ended / June 30, 2026 | Six months ended / June 30, 2025 | | --- | --- | --- | --- | --- | | OPERATING REVENUES: | | | | | | Flying agreements | $1,064,549 | $987,511 | $2,042,434 | $1,903,505 | | Lease, airport services and other | 38,202 | 47,716 | 73,494 | 80,177 | | Total operating revenues | 1,102,751 | 1,035,227 | 2,115,928 | 1,983,682 | | OPERATING EXPENSES: | | | | | | Salaries, wages and benefits | 426,826 | 390,243 | 848,930 | 767,554 | | Aircraft maintenance, materials and repairs | 242,928 | 238,885 | 455,955 | 447,985 | | Depreciation and amortization | 92,497 | 90,150 | 182,713 | 179,596 | | Aircraft fuel | 60,563 | 27,459 | 99,467 | 51,947 | | Airport-related expenses | 32,600 | 27,116 | 68,770 | 54,939 | | Other operating expenses | 91,507 | 91,246 | 180,577 | 172,156 | | Total operating expenses | 946,921 | 865,099 | 1,836,412 | 1,674,177 | | OPERATING INCOME | 155,830 | 170,128 | 279,516 | 309,505 | | OTHER INCOME (EXPENSE): | | | | | | Interest income | 8,794 | 11,050 | 17,391 | 21,136 | | Interest expense | (24,926) | (26,566) | (49,391) | (53,684) | | Other income (expense), net | (844) | 8,504 | (892) | 6,877 | | Total other expense, net | (16,976) | (7,012) | (32,892) | (25,671) | | INCOME BEFORE INCOME TAXES | 138,854 | 163,116 | 246,624 | 283,834 | | PROVISION FOR INCOME TAXES | 38,154 | 42,847 | 44,232 | 63,014 | | NET INCOME | $100,700 | $120,269 | $202,392 | $220,820 | | BASIC EARNINGS PER SHARE | $2.55 | $2.98 | $5.10 | $5.46 | | DILUTED EARNINGS PER SHARE | $2.54 | $2.91 | $5.04 | $5.32 | | Weighted average common shares: | | | | | | Basic | 39,424 | 40,416 | 39,711 | 40,453 | | Diluted | 39,617 | 41,351 | 40,142 | 41,475 | | COMPREHENSIVE INCOME: | | | | | | Net income | $100,700 | $120,269 | $202,392 | $220,820 | | Net unrealized depreciation on marketable securities, net of taxes | (4) | (76) | (648) | (151) | | TOTAL COMPREHENSIVE INCOME | $100,696 | $120,193 | $201,744 | $220,669 | ​ See accompanying notes to condensed consolidated financial statements. ​ **SKYWEST, INC. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY** **(UNAUDITED)** (In thousands) ​ | Line item | Common Stock / Shares | Common Stock / Amount | Retained / Earnings | Treasury Stock / Shares | Treasury Stock / Amount | Accumulated / Other / Comprehensive / Income (Loss) | Total | | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2025 | 84,271 | $798,470 | $3,022,507 | (44,399) | $(1,074,822) | $278 | $2,746,433 | | Net income | — | — | 101,692 | — | — | — | 101,692 | | Stock issued under the long-term incentive plan | 1,089 | — | — | — | — | — | — | | Employee income tax paid on vested equity awards | — | — | — | (431) | (45,637) | — | (45,637) | | Sale of common stock under employee stock purchase plan | 14 | 1,313 | — | — | — | — | 1,313 | | Stock-based compensation expense | — | 4,449 | — | — | — | — | 4,449 | | Treasury stock purchases and related excise tax | — | — | — | (783) | (75,351) | — | (75,351) | | Net unrealized depreciation on marketable securities, net of tax of $208 | — | — | — | — | — | (644) | (644) | | Balance at March 31, 2026 | 85,374 | $804,232 | $3,124,199 | (45,613) | $(1,195,810) | $(366) | $2,732,255 | | Net income | — | — | 100,700 | — | — | — | 100,700 | | Stock issued under the long-term incentive plan | 6 | — | — | — | — | — | — | | Stock-based compensation expense | — | 3,849 | — | — | — | — | 3,849 | | Treasury stock purchases and related excise tax | — | — | — | (833) | (75,307) | — | (75,307) | | Net unrealized depreciation on marketable securities, net of tax of $1 | — | — | — | — | — | (4) | (4) | | Balance at June 30, 2026 | 85,380 | $808,081 | $3,224,899 | (46,446) | $(1,271,117) | $(370) | $2,761,493 | ​ See accompanying notes to condensed consolidated financial statements. ​ ​ **SKYWEST, INC. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY** **(UNAUDITED)** (In thousands) ​ | Line item | Common Stock / Shares | Common Stock / Amount | Retained / Earnings | Treasury Stock / Shares | Treasury Stock / Amount | Accumulated / Other / Comprehensive / Income | Total | | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2024 | 83,639 | $777,090 | $2,594,173 | (43,310) | $(962,650) | $168 | $2,408,781 | | Net income | — | — | 100,551 | — | — | — | 100,551 | | Stock issued under the long-term incentive plan | 598 | — | — | — | — | — | — | | Employee income tax paid on vested equity awards | — | — | — | (240) | (27,242) | — | (27,242) | | Sale of common stock under employee stock purchase plan | 14 | 1,293 | — | — | — | — | 1,293 | | Stock-based compensation expense | — | 4,665 | — | — | — | — | 4,665 | | Treasury stock purchases | — | — | — | (141) | (13,682) | — | (13,682) | | Net unrealized depreciation on marketable securities, net of tax of $23 | — | — | — | — | — | (75) | (75) | | Balance at March 31, 2025 | 84,251 | $783,048 | $2,694,724 | (43,691) | $(1,003,574) | $93 | $2,474,291 | | Net income | — | — | 120,269 | — | — | — | 120,269 | | Stock issued under the long-term incentive plan | 6 | — | — | — | — | — | — | | Stock-based compensation expense | — | 5,232 | — | — | — | — | 5,232 | | Treasury stock purchases | — | — | — | (195) | (17,296) | — | (17,296) | | Net unrealized depreciation on marketable securities, net of tax of $26 | — | — | — | — | — | (76) | (76) | | Balance at June 30, 2025 | 84,257 | $788,280 | $2,814,993 | (43,886) | $(1,020,870) | $17 | $2,582,420 | ​ See accompanying notes to condensed consolidated financial statements. ​ ​ **SKYWEST, INC. AND SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _(UNAUDITED) · (In Thousands)_ | Line item | Six months ended / June 30, 2026 | Six months ended / June 30, 2025 | | --- | --- | --- | | NET CASH PROVIDED BY OPERATING ACTIVITIES | $436,339 | $428,083 | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | Purchases of marketable securities | (353,910) | (751,545) | | Sales of marketable securities | 417,926 | 646,969 | | Acquisition of property and equipment: | | | | Aircraft and rotable spare parts | (218,624) | (227,832) | | Buildings and ground equipment | (22,057) | (13,986) | | Deposits paid on aircraft | (12,302) | (31,078) | | Proceeds from the sale of property and equipment | 298 | 3,823 | | Decrease in other assets, net | 3,359 | 991 | | NET CASH USED IN INVESTING ACTIVITIES | (185,310) | (372,658) | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | Proceeds from issuance of long-term debt | 141,721 | 47,099 | | Principal payments on long-term debt | (238,585) | (224,437) | | Payment of debt issuance cost | (449) | (192) | | Net proceeds from issuance of common stock | 1,313 | 1,293 | | Employee income tax paid on vested equity awards | (45,637) | (27,242) | | Purchase of treasury stock and related excise tax | (150,658) | (30,978) | | NET CASH USED IN FINANCING ACTIVITIES | (292,295) | (234,457) | | Decrease in cash and cash equivalents | (41,266) | (179,032) | | Cash and cash equivalents at beginning of period | 122,673 | 227,362 | | CASH AND CASH EQUIVALENTS AT END OF PERIOD | $81,407 | $48,330 | | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | Non-cash investing and financing activities: | | | | Change in accrued capital expenditures for the period | $30,435 | $16,571 | | Cash paid during the period for: | | | | Interest, net of capitalized amounts | $51,140 | $53,311 | | Income taxes, net of refunds | $3,669 | $9,090 | ​ See accompanying notes to condensed consolidated financial statements. ​ **SKYWEST, INC. AND SUBSIDIARIES** ### **NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS** **(UNAUDITED)** ​ (**1) Condensed Consolidated Financial Statements** Basis of Presentation The condensed consolidated financial statements of SkyWest, Inc. (“SkyWest” or the “Company”), its operating subsidiary SkyWest Airlines, Inc. (“SkyWest Airlines”), its leasing subsidiary SkyWest Leasing, Inc. (“SkyWest Leasing”) and its charter service subsidiary SkyWest Charter, LLC (“SWC”) included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal recurring nature, unless otherwise disclosed. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. Recent Accounting Pronouncements In March 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Accounting Standards Codification (“ASC”) Subtopic 220-40) – Disaggregation of Income Statement Expenses”, which enhances the transparency and comparability of financial statements by requiring companies to disclose more granular information about expense components. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. **(2) Operating Revenues** The Company recognizes revenue under its flying agreements and under its lease, airport services and other service agreements when the service is provided under the applicable agreement. Under the Company’s fixed-fee agreements (referred to as “capacity purchase” agreements) with United Airlines, Inc. (“United”), Delta Air Lines, Inc. (“Delta”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner”), the major airline partner generally pays the Company a fixed-fee for each departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time) incurred, and an amount per aircraft in service each month, with additional incentives based on flight completion, on-time performance or other performance metrics. The major airline partner also directly pays for or reimburses the Company for certain direct expenses incurred under the capacity purchase agreement, such as fuel, airport landing fees and airport rents. Under the capacity purchase agreements, the Company’s performance obligation is met when each flight is completed, measured in completed block hours, and is reflected in flying agreements revenue. The transaction price for the capacity purchase agreements is determined from the fixed-fee consideration, incentive consideration and directly reimbursed expenses earned as flights are completed over the agreement term. For the six months ended June 30, 2026 and 2025, capacity purchase agreements represented approximately 81.9% and 85.5% of the Company’s flying agreements revenue, respectively. Under the Company’s “prorate” agreements, the major airline partner and the Company negotiate a passenger fare proration formula, pursuant to which the Company receives a percentage of the ticket revenues for those passengers traveling for one portion of their trip on a Company aircraft and the other portion of their trip on the major airline partner. Under the Company’s prorate agreements, the performance obligation is met and revenue is recognized when each flight is completed based upon the portion of the prorate passenger fare the Company determines that it will receive for each completed flight. The transaction price for the prorate agreements is determined from the proration formula derived from each passenger ticket amount on each completed flight over the agreement term. Certain routes under the Company’s prorate agreements are subsidized by the U.S. Department of Transportation under the Essential Air Service (“EAS”) program, a program created to ensure small communities in the United States maintain a minimum level of scheduled air service. The EAS contracts are generally between two and three years in duration and the Company recognizes EAS revenue on a per-completed-flight basis pursuant to the terms of each contract. In the event the Company receives upfront consideration for an EAS contract, the Company recognizes the revenue on a per-completed flight basis over the EAS contract term. Under the Company’s charter operations, the Company negotiates a fare for the charter flight with the customer. The performance obligation is met and revenue is recognized upon completion of the flight. For the six months ended June 30, 2026 and 2025, prorate agreements and charter revenue represented approximately 18.1% and 14.5% of the Company’s flying agreements revenue, respectively. The following table disaggregates the Company’s flying agreements revenue by type for the three and six months ended June 30, 2026 and 2025 (in thousands): | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | | --- | --- | --- | --- | --- | | Capacity purchase agreements flight operations revenue (non-lease component) | $677,213 | $682,948 | $1,311,082 | $1,322,101 | | Capacity purchase agreements fixed aircraft lease revenue | 107,579 | 104,220 | 212,034 | 215,208 | | Capacity purchase agreements variable aircraft lease revenue | 78,913 | 54,898 | 150,286 | 89,937 | | Prorate agreements and charter revenue | 200,844 | 145,445 | 369,032 | 276,259 | | Flying agreements revenue | $1,064,549 | $987,511 | $2,042,434 | $1,903,505 | ​ The Company allocates the total consideration received under its capacity purchase agreements between lease and non-lease components based on stand-alone selling prices. A portion of the Company’s compensation under its capacity purchase agreements relates to operating the aircraft, identified as the non-lease component of the capacity purchase agreement. The Company recognizes revenue attributed to the non-lease component received as fixed-fees for each departure, flight hour or block hour on an as-completed basis for each reporting period. The Company recognizes revenue attributed to the non-lease component received as fixed monthly payments per aircraft proportionate to the number of block hours completed during each reporting period, relative to the estimated number of block hours the Company anticipates completing over the remaining contract term. Accordingly, the Company’s revenue recognition will likely vary from the timing of cash receipts under the Company’s capacity purchase agreements. The Company refers to cash received under its capacity purchase agreements prior to recognizing revenue as “deferred revenue,” and the Company refers to revenue recognized prior to billing its major airline partners under its capacity purchase agreements as “unbilled revenue” for each reporting period. A portion of the Company’s compensation under its capacity purchase agreements is designed to reimburse the Company for certain aircraft ownership costs. The consideration for aircraft ownership costs varies by agreement but is intended to compensate the Company for providing its aircraft under the contract. The consideration received for the use of the aircraft under the Company’s capacity purchase agreements is accounted for as lease revenue, inasmuch as the agreements identify the “right of use” of a specific type and number of aircraft over a stated period of time. The lease revenue associated with the Company’s capacity purchase agreements is accounted for as an operating lease and is reflected as flying agreements revenue on the Company’s consolidated statements of comprehensive income. The Company recognizes fixed monthly lease payments as lease revenue using the straight-line basis over the capacity purchase agreement term and variable lease payments in the period when the block hours are completed. The Company has not separately stated aircraft rental income and aircraft rental expense in the consolidated statement of comprehensive income because the use of the aircraft is not a separate activity of the total service provided under the capacity purchase agreements. The following table summarizes the amount of deferred revenue, recognition of previously deferred revenue and change in unbilled revenue for revenue recognized that is in excess of (or less than) the fixed monthly non-lease and lease payments received under the Company’s capacity purchase agreements for the three and six months ended June 30, 2026 and 2025 (in thousands): | Non-lease fixed monthly payments: / Revenue deferred on fixed monthly payments received | For the three months ended June 30, 2026 / — | For the three months ended June 30, 2025 / — | For the six months ended June 30, 2026 / — | For the six months ended June 30, 2025 / — | | --- | --- | --- | --- | --- | | Revenue recognized that was deferred in a prior period | 16,803 | 11,760 | 34,294 | 21,220 | | Increase in unbilled revenue | 2,935 | 5,619 | 993 | 5,707 | | Total non-lease revenue recognized in excess of fixed monthly payments received during the period | $19,738 | $17,379 | $35,287 | $26,927 | | Lease fixed monthly payments: | | | | | | Revenue deferred on fixed monthly payments received | $— | $— | $— | $— | | Revenue recognized that was deferred in a prior period | 6,134 | 3,799 | 13,391 | 6,034 | | Increase in unbilled revenue | 1,000 | 1,798 | 2,108 | 2,925 | | Total lease revenue recognized in excess of fixed monthly payments received during the period | $7,134 | $5,597 | $15,499 | $8,959 | | Total revenue recognized in excess of fixed monthly payments received during the period | $26,872 | $22,976 | $50,786 | $35,886 | The Company's unbilled revenue and deferred revenue balances were reflected in the following balance sheet line items at June 30, 2026 and December 31, 2025 (in thousands): | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Unbilled revenue - other current assets | $2,461 | $1,133 | | Unbilled revenue - other long-term assets | 28,434 | 26,661 | | Total unbilled revenue | $30,895 | $27,794 | | Deferred revenue - other current liabilities | 78,840 | 163,894 | | Deferred revenue - other long-term liabilities | 165,878 | 128,509 | | Total deferred revenue | $244,718 | $292,403 | | Net deferred revenue balance | $213,823 | $264,609 | ​ The Company’s capacity purchase and prorate agreements include weekly provisional cash payments from the respective major airline partner based on a projected level of flying each month. The Company and each major airline partner subsequently reconcile these payments to the actual completed flight activity on a monthly or quarterly basis. In several of the Company’s agreements, the Company is eligible to receive incentive compensation upon the achievement of certain performance criteria. The incentives are defined in the agreements and are measured and determined on a monthly or annual basis. At the end of each period during the term of an agreement, the Company calculates the incentives achieved during that period and recognizes revenue attributable to that agreement accordingly, subject to the variable constraint guidance under ASC Topic 606. As of June 30, 2026, the Company had 517 aircraft in scheduled service or under contract pursuant to code-share agreements. The Company’s fleet includes Embraer E175 regional jet aircraft (“E175”), Canadair CRJ900 regional jet aircraft (“CRJ900”), Embraer E170 regional jet aircraft (“E170”), Canadair CRJ700 regional jet aircraft (“CRJ700”), a 50-seat configuration of the CRJ700 aircraft, commonly referred to as a “CRJ550,” and Canadair CRJ200 regional jet aircraft (“CRJ200”). The following table summarizes the significant provisions of each code-share agreement the Company has with each major airline partner through SkyWest Airlines: ​ | United Express Agreements / Agreement | Aircraft type | Number of Aircraft | Term / Termination Dates | | --- | --- | --- | --- | | United Express Agreements | • E175 | 122 | Individual aircraft have scheduled | | (capacity purchase agreements) | • CRJ700/E170 | 8 | removal dates under the agreements | | | • CRJ550 | 36 | between 2026 and 2035 | | | • CRJ200 | 36 | | | United Express Prorate Agreement | • CRJ200 | 37* | Terminable with 120-day notice | | Total under United Express Agreements | | 239 | | | Delta Connection Agreements | | | | | Agreement | Aircraft type | Number of Aircraft | Term / Termination Dates | | Delta Connection Agreement | • E175 | 87 | Individual aircraft have scheduled | | (capacity purchase agreement) | • CRJ900 | 34 | removal dates under the agreement | | | • CRJ700 | 2 | between 2026 and 2035 | | Delta Connection Prorate Agreement | • CRJ550 | 16* | Terminable with 30-day notice | | Total under Delta Connection Agreements | | 139 | | | American Agreements | | | | | Agreement | Aircraft type | Number of Aircraft | Term / Termination Dates | | American Agreement | • E175 | 20 | Individual aircraft have scheduled | | (capacity purchase agreement) | • CRJ900 | 5 | removal dates under the agreement | | | • CRJ700 | 63 | between 2027 and 2032 | | American Prorate Agreement | • CRJ900 | 4* | Terminable with 180-day notice | | | • CRJ700 | 4* | | | Total under American Agreements | | 96 | | | Alaska Agreement | | | | | Agreement | Aircraft type | Number of Aircraft | Term / Termination Dates | | Alaska Agreement | • E175 | 43 | Individual aircraft have scheduled | | (capacity purchase agreement) | | | removal dates under the agreement | | | | | between 2030 and 2038 | \* The Company’s prorate agreements are based on specific routes, not a specific aircraft count. The number of aircraft listed above for each prorate agreement approximates the number of aircraft the Company uses to serve the prorate routes. In addition to the contractual agreements described above, as of June 30, 2026, SkyWest Airlines reached agreements with certain major airline partners to place additional aircraft under capacity purchase agreements as summarized below. The delivery timing referenced below is subject to change. - Capacity purchase agreement with United for seven new E175 aircraft, which are scheduled for delivery in 2026. The Company anticipates financing the aircraft through debt. - Capacity purchase agreement with American for 11 new E175 aircraft. Four new E175 aircraft are currently scheduled for delivery in 2026 and seven new E175 aircraft are scheduled for delivery in 2027. The Company anticipates financing the aircraft through debt. The Company expects to remove 11 CRJ700 aircraft from the American capacity purchase agreement on a one-for-one basis as these 11 new E175 aircraft are placed into service. - Capacity purchase agreement with Delta for 16 new E175 aircraft. 10 new E175 aircraft are currently scheduled for delivery in 2027 and six new E175 aircraft are scheduled for delivery in 2028. The Company anticipates financing the aircraft through debt. The Company expects to remove 16 CRJ aircraft from the Delta capacity purchase agreement on a one-for-one basis as these 16 new E175 aircraft are placed into service. - Capacity purchase agreement with United for 12 used CRJ550 aircraft that are anticipated to be placed into service by the end of 2026. Pursuant to this agreement, the Company is in the process of converting its owned CRJ700s to CRJ550s. When an aircraft is scheduled for expiration from a capacity purchase agreement, the Company may, as practical under the circumstances, negotiate an extension with the respective major airline partner, negotiate the placement of the aircraft with another major airline partner, return the aircraft to the major airline partner when the aircraft is provided by the major airline partner, place owned aircraft for sale or pursue other uses for the aircraft. Other uses for the aircraft may include placing the aircraft in a prorate agreement, leasing the aircraft to a third party or disassembling aircraft components such as the engines and parts to be used as spare inventory. Lease, airport services and other revenues primarily consist of revenue generated from aircraft and spare engines leased to third parties, maintenance services provided to third parties and airport customer service agreements, such as gate and ramp agent services at various airports where the Company has been contracted by third parties to provide such services. The following table represents the Company’s lease, airport services and other revenues for the three and six months ended June 30, 2026 and 2025 (in thousands): ​ | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | | --- | --- | --- | --- | --- | | Operating lease fixed revenue | $15,507 | $16,697 | $33,249 | $32,762 | | Operating lease variable revenue | 9,265 | 8,526 | 16,710 | 15,535 | | Airport customer service and other revenue | 13,430 | 22,493 | 23,535 | 31,880 | | Lease, airport services and other | $38,202 | $47,716 | $73,494 | $80,177 | ​ The following table summarizes future minimum rental income under operating leases primarily related to leased aircraft and engines that had remaining non-cancelable lease terms as of June 30, 2026 (in thousands): | | | | --- | --- | | July 2026 - December 2026 | $24,506 | | 2027 | 45,657 | | 2028 | 44,277 | | 2029 | 42,748 | | 2030 | 26,459 | | Thereafter | 2,723 | | Total future minimum rental income under operating leases | $186,370 | ​ Of the Company’s $5.9 billion of property and equipment, net of accumulated depreciation, as of June 30, 2026, $233.4 million of regional jet aircraft and spare engines were leased to third parties under operating leases. The Company’s mitigation strategy for the residual asset risks of these assets includes leasing aircraft and engine types that can be operated by the Company in the event of a default. Additionally, the operating leases typically have specified lease return condition requirements paid by the lessee to the Company and the Company typically maintains inspection rights under the leases. The transaction price for airport customer service agreements is determined from an agreed-upon rate by location applied to the applicable number of flights handled by the Company over the agreement term. The Company’s operating revenues could be impacted by several factors, including changes to the Company’s code-share agreements with its major airline partners, changes in flight schedules, contract modifications resulting from contract renegotiations, the Company’s ability to earn incentive payments contemplated under the Company’s code-share agreements and settlement of reimbursement disputes with the Company’s major airline partners. Other ancillary revenues commonly associated with airlines, such as baggage fee revenue, ticket change fee revenue and the marketing component of the sale of mileage credits, are retained by the Company’s major airline partners on flights that the Company operates under its code-share agreements. Allowance for Credit Losses The Company has an allowance for credit losses associated with its accounts receivable, notes receivable and third-party debt guarantees. The Company monitors publicly available credit ratings for entities for which the Company has a significant receivable balance or guarantee. As of June 30, 2026, the Company had gross receivables of $192.5 million in current assets and gross receivables of $252.7 million in other long-term assets. As of December 31, 2025, the Company had gross receivables of $163.3 million in current assets and gross receivables of $266.3 million in other long-term assets. The Company has established credit loss reserves based on publicly available historic default rates issued by a third party for companies with similar credit ratings, factoring in the amount and term of the Company’s respective accounts receivable, notes receivable or guarantees. During the six months ended June 30, 2026, there were no significant changes in the outstanding accounts receivable, notes receivable, guarantees or credit ratings of the entities. The following table summarizes the changes in allowance for credit losses (in thousands): | Line item | Allowance for Credit Losses | | --- | --- | | Balance at December 31, 2025 | $22,509 | | Adjustments to credit loss reserves | (1,150) | | Write-offs charged against allowance | (94) | | Balance at June 30, 2026 | $21,265 | ​ ​ **(3) Capital Transactions** Stock-Based Compensation During the six months ended June 30, 2026, the Company granted 76,648 performance shares and 32,850 restricted stock units to certain employees of the Company under the SkyWest, Inc. Amended and Restated 2019 Long-Term Incentive Plan. The performance shares have a three-year vesting period during which the recipient must remain employed with the Company. The number of performance shares awardable from the 2026 grants can range from 0% to 200% of the original amount granted depending on the Company’s performance over three one-year measurement periods against the pre-established targets. The restricted stock units granted in 2026 will vest in three equal installments, with one-third vesting each year on the grant date anniversary. Upon vesting, each performance share and restricted stock unit will be replaced with one share of common stock. The weighted average fair value of these performance shares and restricted stock units on their date of grant was $101.47 per share. Additionally, during the six months ended June 30, 2026, the Company granted 6,095 fully vested shares of common stock and 1,219 fully vested deferred stock units to the Company’s directors at a weighted average grant date fair value of $83.22. The Company accounts for forfeitures of restricted stock units and performance shares when forfeitures occur. The estimated fair value of the performance shares and restricted stock units is amortized over the applicable vesting periods. Stock-based compensation expense for the performance shares is based on the Company’s anticipated outcome of achieving the performance metrics. During the six months ended June 30, 2026 and 2025, the Company recorded pre-tax stock-based compensation expense of $8.3 million and $9.9 million, respectively. **(****4) Stock Repurchase** The Company’s Board of Directors (the “Board”) adopted a stock repurchase program in May 2023, which authorizes the Company to repurchase shares of the Company’s common stock in the public market or in private transactions, from time to time, at prevailing prices. Under the stock repurchase program, the Board initially authorized up to $250.0 million for the repurchase of the Company’s common stock. In May 2025, the Board approved a $250.0 million increase to the existing stock repurchase program. At June 30, 2026, $63.2 million remained available under the stock repurchase program. In July 2026, subsequent to the end of the quarter, the Board approved an additional $250 million increase to the existing stock repurchase program. During the six months ended June 30, 2026, the Company repurchased 1,615,756 shares of common stock for $149.9 million at a weighted average price per share of $92.76. The Company also recorded $0.8 million of excise tax related to the stock repurchases as treasury stock in the Company’s stockholders’ equity for the six months ended June 30, 2026. During the six months ended June 30, 2025, the Company repurchased 335,843 shares of common stock for $31.0 million at a weighted average price per share of $92.24. The Company did not incur excise tax related to the stock repurchases for the six months ended June 30, 2025. **(5) Net Income Per Common Share** Basic net income per common share (“Basic EPS”) excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share. During the six months ended June 30, 2026 and 2025, 155,000 and 216,000 performance shares (at target performance) were excluded from the computation of Diluted EPS because the Company had not achieved the minimum target thresholds for these shares as of June 30, 2026 and 2025, respectively. The calculation of the weighted average number of common shares outstanding for Basic EPS and Diluted EPS are as follows for the periods indicated (in thousands, except per share data): | Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Numerator: | | | | | | Net income | $100,700 | $120,269 | $202,392 | $220,820 | | Denominator: | | | | | | Basic earnings per share weighted average shares | 39,424 | 40,416 | 39,711 | 40,453 | | Dilution due to employee equity awards | 193 | 935 | 431 | 1,022 | | Diluted earnings per share weighted average shares | 39,617 | 41,351 | 40,142 | 41,475 | | Basic earnings per share | $2.55 | $2.98 | $5.10 | $5.46 | | Diluted earnings per share | $2.54 | $2.91 | $5.04 | $5.32 | ​ ​ **(6) Segment Reporting** GAAP requires disclosures related to components of a company for which separate financial information is available to, and regularly evaluated by, the Company’s chief operating decision maker when deciding how to allocate resources and in assessing performance. The Company’s two reportable segments consist of (1) the operations of SkyWest Airlines and SWC (collectively, “SkyWest Airlines and SWC”) and (2) SkyWest Leasing activities. The Company’s chief operating decision maker analyzes the profitability of aircraft separately from the profitability of the Company’s capital deployed for new aircraft and the related aircraft financings, including the Company’s E175 fleet. The SkyWest Airlines and SWC segment includes revenue earned under the applicable capacity purchase agreements attributed to operating such aircraft and the respective operating costs, and revenue and operating expenses attributed to prorate agreements and airport services agreements. The SkyWest Leasing segment includes applicable revenue earned under the applicable capacity purchase agreements attributed to the ownership of new aircraft acquired through the issuance of debt and the respective depreciation and interest expense of such aircraft. The SkyWest Leasing segment also includes the activity of leasing regional jet aircraft and spare engines to third parties and other activities. The SkyWest Leasing segment’s total assets and capital expenditures include new aircraft acquired through the issuance of debt and assets leased to third parties. The chief operating decision maker assesses performance for each segment and decides how to allocate resources based on income before income taxes. The chief operating decision maker uses the segment profit or loss measure when assessing performance of the segment and monitors budget versus actual results to allocate resources for each segment predominantly in the annual budget and forecasting process. The following represents the Company’s segment data for the three-month periods ended June 30, 2026 and 2025 (in thousands). _Three months ended June 30, 2026_ | Line item | Sky West Airlines / and SWC | Sky West / Leasing | Consolidated | | --- | --- | --- | --- | | Operating revenues | $940,655 | $162,096 | $1,102,751 | | Salaries, wages and benefits | 426,161 | 665 | 426,826 | | Aircraft maintenance, materials and repairs | 231,121 | 11,807 | 242,928 | | Depreciation and amortization | 40,434 | 52,063 | 92,497 | | Interest expense | 3,758 | 21,168 | 24,926 | | Other segment expense (income) items(1) | 180,988 | (4,268) | 176,720 | | Segment profit(2) | $58,193 | $80,661 | $138,854 | | Total assets (as of June 30, 2026) | $3,345,993 | $4,066,237 | $7,412,230 | | Capital expenditures (including non-cash) | $117,868 | $23,119 | $140,987 | | Deposits paid on aircraft | — | $5,845 | $5,845 | ​ _Three months ended June 30, 2025_ | Line item | Sky West Airlines / and SWC | Sky West / Leasing | Consolidated | | --- | --- | --- | --- | | Operating revenues | $869,336 | $165,891 | $1,035,227 | | Salaries, wages and benefits | 389,578 | 665 | 390,243 | | Aircraft maintenance, materials and repairs | 216,609 | 22,276 | 238,885 | | Depreciation and amortization | 39,005 | 51,145 | 90,150 | | Interest expense | 3,187 | 23,379 | 26,566 | | Other segment expense (income) items(1) | 130,696 | (4,429) | 126,267 | | Segment profit(2) | $90,261 | $72,855 | $163,116 | | Total assets (as of June 30, 2025) | $3,086,209 | $4,087,874 | $7,174,083 | | Capital expenditures (including non-cash) | $74,315 | $65,158 | $139,473 | | Deposits paid on aircraft | — | $25,938 | $25,938 | (1) Other segment items include aircraft fuel; airport related expenses; other operating expenses consisting primarily of property taxes, hull and liability insurance, simulator costs, aircraft rentals, crew per diem and crew hotel costs; interest income and other income (expense), net. (2) Segment profit is equal to income before income taxes. The following represents the Company’s segment data for the six-month periods ended June 30, 2026 and 2025 (in thousands). _Six months ended June 30, 2026_ | Line item | Sky West Airlines / and SWC | Sky West / Leasing | Consolidated | | --- | --- | --- | --- | | Operating revenues | $1,795,837 | $320,091 | $2,115,928 | | Salaries, wages and benefits | 847,600 | 1,330 | 848,930 | | Aircraft maintenance, materials and repairs | 437,613 | 18,342 | 455,955 | | Depreciation and amortization | 77,780 | 104,933 | 182,713 | | Interest expense | 6,493 | 42,898 | 49,391 | | Other segment expense (income) items(1) | 342,648 | (10,333) | 332,315 | | Segment profit(2) | $83,703 | $162,921 | $246,624 | | Total assets (as of June 30, 2026) | $3,345,993 | $4,066,237 | $7,412,230 | | Capital expenditures (including non-cash) | $228,548 | $42,568 | $271,116 | | Deposits paid on aircraft | — | $12,302 | $12,302 | ​ _Six months ended June 30, 2025_ | Line item | Sky West Airlines / and SWC | Sky West / Leasing | Consolidated | | --- | --- | --- | --- | | Operating revenues | $1,670,987 | $312,695 | $1,983,682 | | Salaries, wages and benefits | 766,224 | 1,330 | 767,554 | | Aircraft maintenance, materials and repairs | 418,085 | 29,900 | 447,985 | | Depreciation and amortization | 76,753 | 102,843 | 179,596 | | Interest expense | 6,168 | 47,516 | 53,684 | | Other segment expense (income) items(1) | 259,226 | (8,197) | 251,029 | | Segment profit(2) | $144,531 | $139,303 | $283,834 | | Total assets (as of June 30, 2025) | $3,086,209 | $4,087,874 | $7,174,083 | | Capital expenditures (including non-cash) | $193,231 | $65,158 | $258,389 | | Deposits paid on aircraft | — | $31,078 | $31,078 | (1) Other segment items include aircraft fuel; airport related expenses; other operating expenses consisting primarily of property taxes, hull and liability insurance, simulator costs, aircraft rentals, crew per diem and crew hotel costs; interest income and other income (expense), net. (2) Segment profit is equal to income before income taxes. **(7) Leases, Commitments, Guarantees and Contingencies** The Company leases property and equipment under operating leases. For leases with durations longer than 12 months, the Company recorded the related operating lease right-of-use asset and operating lease liability at the present value of lease payments over the term. The Company used its incremental borrowing rate to discount the lease payments based on information available at lease commencement. **Aircraft** As of June 30, 2026, excluding aircraft financed by the Company’s major airline partners that the Company operates for them under contract, the Company leased eight aircraft under long-term lease agreements with remaining terms ranging from three to four years. The Company is subleasing these eight aircraft to a third party. **Airport facilities** The Company has operating leases for facility space including airport terminals, office space, cargo warehouses and maintenance facilities. The Company generally leases this space from government agencies that control the use of the various airports. The remaining lease terms for facility space vary from one month to 30 years. The Company’s operating leases with lease rates that are variable based on airport operating costs, use of the facilities or other variable factors are excluded from the Company’s right-of-use assets and operating lease liabilities in accordance with accounting guidance. **Leases** As of June 30, 2026, the Company’s right-of-use assets were $87.0 million, the Company’s current maturities of operating lease liabilities were $21.9 million, and the Company’s noncurrent lease liabilities were $65.8 million. During the six months ended June 30, 2026, the Company paid $21.6 million under operating leases reflected as a reduction from operating cash flows. The table below presents lease related terms and discount rates as of June 30, 2026: ​ ​ ​ Weighted-average remaining lease term for operating leases 9.8 years Weighted-average discount rate for operating leases 6.3% ​ The Company’s lease costs for the three and six months ended June 30, 2026 and 2025 included the following components (in thousands): | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | | --- | --- | --- | --- | --- | | Operating lease cost | $11,281 | $8,946 | $22,143 | $17,196 | | Variable and short-term lease cost | 592 | 639 | 1,097 | 1,128 | | Sublease income | (939) | (1,004) | (1,879) | (2,119) | | Total lease cost | $10,934 | $8,581 | $21,361 | $16,205 | ​ As of June 30, 2026, the Company leased aircraft, airport facilities, office space and other property and equipment under non-cancelable operating leases, which are generally under long-term agreements pursuant to which the Company pays taxes, maintenance, insurance and certain other operating expenses applicable to the leased property. The Company expects that, in the normal course of business, such operating leases that expire will be renewed or replaced by other leases. As of June 30, 2026, the Company had a firm purchase commitment for 67 E175 aircraft from Embraer with anticipated delivery dates through 2031. Under this commitment, the Company expects to purchase and place into service seven E175 aircraft with United, 11 E175 aircraft with American and 16 E175 aircraft with Delta. Additionally, the Company secured delivery positions for 33 additional E175 aircraft between 2028 and 2031. The following table summarizes the Company’s commitments and obligations for future minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms as of June 30, 2026, firm aircraft and spare engine commitments, interest commitments and principal maturities on long-term debt as noted for each of the next five years and thereafter (in thousands): | Line item | Total | Jul - Dec 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | | --- | --- | --- | --- | --- | --- | --- | --- | | Operating lease payments for aircraft and facility obligations | $125,124 | $11,396 | $22,600 | $17,502 | $14,670 | $7,627 | $51,329 | | Firm aircraft and spare engine commitments | 2,164,005 | 327,291 | 533,728 | 331,374 | 325,670 | 335,505 | 310,437 | | Interest commitments | 346,896 | 49,391 | 78,936 | 59,598 | 44,638 | 32,185 | 82,148 | | Principal maturities on long-term debt | 2,310,957 | 317,807 | 535,395 | 367,963 | 264,869 | 289,849 | 535,074 | | Total commitments and obligations | $4,946,982 | $705,885 | $1,170,659 | $776,437 | $649,847 | $665,166 | $978,988 | ​ In addition to the table above, in 2024, the Company entered into a master equipment purchase agreement with another airline to acquire certain airframes and engines and lease the assets back to the airline under a five-year term. The Company accounted for the transaction as a failed sale-leaseback in accordance with ASC 842 as the criteria for a sale were not met. At June 30, 2026, the Company estimated the remaining financing obligation under the agreement will be between $15.0 million and $18.0 million and anticipated closing on the remaining financings between 2026 and 2027. **Guarantees** In 2022, the Company agreed to guarantee $19.8 million of debt for a 14 CFR Part 135 air carrier. The debt is secured by the Part 135 air carrier’s aircraft and engines and has a five-year term. In exchange for providing the guarantee, the Company received 6.5% of the guaranteed amount as consideration, payable in the estimated value of common stock of the Part 135 air carrier, all of which was sold in 2023. The purpose of this guarantee is to help reduce the financing costs of aircraft for the third party in an effort to increase the potential number of commercial pilots in the Company’s hiring pipeline. The balance of the debt under the guarantee was $11.8 million as of June 30, 2026. The Company recorded the estimated credit loss associated with the guarantees based on publicly available historical default rates issued by a third party for companies with similar credit ratings, factoring the collateral and guarantee term. **(8) Fair Value Measurements** The Company holds certain assets that are required to be measured at fair value in accordance with GAAP. The Company determined the fair value of these assets based on the following three levels of inputs: ​ ​ ​ ​ ​ *Level 1* ​ — ​ Quoted prices in active markets for identical assets or liabilities. *Level 2* ​ — ​ Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities. *Level 3* ​ — ​ Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, therefore requiring an entity to develop its own assumptions. ​ As of June 30, 2026, and December 31, 2025, the Company held certain assets that are required to be measured at fair value on a recurring basis. Assets measured at fair value on a recurring basis are summarized below (in thousands): ​ _Fair Value Measurements as of June 30, 2026_ | Line item | Total | Level 1 | Level 2 | Level 3 | | --- | --- | --- | --- | --- | | Marketable Securities | | | | | | Bonds and bond funds | $492,393 | — | $492,393 | — | | Commercial paper | 27,179 | — | 27,179 | — | | | 519,572 | — | 519,572 | — | | Investments in Other Companies | 2,675 | 2,675 | — | — | | Cash and Cash Equivalents | 81,407 | 81,407 | — | — | | Total Assets Measured at Fair Value | $603,654 | $84,082 | $519,572 | — | ​ _Fair Value Measurements as of December 31, 2025_ | Line item | Total | Level 1 | Level 2 | Level 3 | | --- | --- | --- | --- | --- | | Marketable Securities | | | | | | Bonds and bond funds | $487,699 | — | $487,699 | — | | Commercial paper | 96,537 | — | 96,537 | — | | | 584,236 | — | 584,236 | — | | Investments in Other Companies | 4,253 | 4,253 | — | — | | Cash and Cash Equivalents | 122,673 | 122,673 | — | — | | Total Assets Measured at Fair Value | $711,162 | $126,926 | $584,236 | — | ​ The Company’s “Marketable Securities” classified as Level 2 securities primarily utilize broker quotes in a non-active market for valuation of these securities. The Company did not make any significant transfers of securities between Level 1, Level 2 and Level 3 during the six months ended June 30, 2026. The Company’s policy regarding the recording of transfers between levels is to record any such transfers at the end of the reporting period. As of June 30, 2026, and December 31, 2025, the Company classified $519.6 million and $584.2 million of marketable securities, respectively, as short-term because it had the intent to maintain a liquid portfolio and the ability to redeem the securities within one year. At the time of sale, any realized appreciation or depreciation, calculated by the specific identification method, is recognized in other income (expense), net. As of June 30, 2026, and December 31, 2025, the cost of the Company’s marketable securities was $520.1 million and $583.9 million, respectively. **(9) Long-term Debt** Long-term debt consisted of the following as of June 30, 2026, and December 31, 2025 (in thousands): ​ | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Current portion of long-term debt | $$656,712 | 550,028 | | Current portion of unamortized debt issue cost, net | (3,017) | (3,216) | | Current portion of long-term debt, net of debt issue costs | $$653,695 | 546,812 | | Long-term debt, net of current maturities | $$1,654,245 | 1,858,341 | | Long-term portion of unamortized debt issue cost, net | (11,482) | (13,069) | | Long-term debt, net of current maturities and debt issue costs | $$1,642,763 | 1,845,272 | | Total long-term debt (including current portion) | $$2,310,957 | 2,408,369 | | Total unamortized debt issue cost, net | (14,499) | (16,285) | | Total long-term debt, net of debt issue costs | $$2,296,458 | 2,392,084 | ​ As of June 30, 2026, the Company had $2.3 billion of total long-term debt, which consisted of $2.1 billion of debt used to finance aircraft and spare engines and $200.6 million of unsecured debt payable to the U.S. Department of the Treasury (“Treasury”). As of June 30, 2026, the unsecured debt payable to Treasury had a variable interest rate of Secured Overnight Financing Rate (“SOFR”) plus 2.0%. The average effective interest rate on the Company’s debt was approximately 4.4% at June 30, 2026. During the six months ended June 30, 2026, the Company took delivery of two new E175 aircraft that the Company financed through $47.7 million of long-term debt. The debt associated with the E175 aircraft has a 12-year term, is due in quarterly installments, and is secured by the E175 aircraft. During the six months ended June 30, 2026, the Company executed promissory notes for $94.0 million. The promissory notes have four-year terms, are due in monthly installments, and are secured by spare engines. As of June 30, 2026 and December 31, 2025, the Company had $44.0 million and $47.2 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions. As of June 30, 2026, SkyWest Airlines had a $100.0 million line of credit. The line of credit includes minimum liquidity and profitability covenants and is secured by certain assets. As of June 30, 2026, SkyWest Airlines had no amounts outstanding under the line of credit facility. However, at June 30, 2026, SkyWest Airlines had $21.0 million in letters of credit issued under the facility, which reduced the amount available under the facility to $79.0 million. The line of credit expires March 25, 2028 and has a variable interest rate of 3.5% plus the one month SOFR. The Company’s debt agreements are not traded on an active market and are recorded at carrying value on the Company’s consolidated balance sheet. The fair value of the Company’s long-term debt is estimated based on current rates offered to the Company for similar debt. The fair value of debt is estimated using inputs classified as Level 2 within the fair value hierarchy. The carrying value and fair value of the Company’s long-term debt as of June 30, 2026 and December 31, 2025, were as follows (in thousands): ​ | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Carrying value | $2,310,957 | $2,408,369 | | Fair value | $2,293,140 | $2,376,943 | ​ **(10) Investments in Other Companies** *Equity Method Investments* During 2019, the Company created a joint venture with Regional One, Inc. (“Regional One”) and, as of June 30, 2026, has invested a total of $26.6 million for a 75% ownership interest in Aero Engines, LLC. (“Aero Engines”). The primary purpose of Aero Engines is to lease engines to third parties. Aero Engines requires unanimous approval from the Company and Regional One for all material transactions. Although the Company determined Aero Engines is a variable interest entity, Aero Engines has no primary beneficiary as no one party has power over Aero Engines. Accordingly, the Company accounts for its investment in Aero Engines under the equity method. The Company’s exposure in its investment in Aero Engines primarily consists of the Company’s portion of income or loss from Aero Engines’ engine lease agreements with third parties and the Company’s ownership percentage in Aero Engines’ engines book value. Aero Engines had no debt outstanding as of June 30, 2026. During 2025, the Company received a $12.0 million distribution from Aero Engines, and during the six months ended June 30, 2026, the Company received a $5.5 million distribution from Aero Engines, which reduced the Company’s investment balance in Aero Engines. As of June 30, 2026 and December 31, 2025, the Company’s investment balance in Aero Engines was $8.7 million and $12.8 million, respectively, and was recorded in “Other Assets” on the Company’s consolidated balance sheet. The Company’s portion of Aero Engines’ results for the three months ended June 30, 2026 and 2025, was income of $0.8 million and a loss $0.4 million, respectively, which was recorded in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income. The Company’s portion of income generated by Aero Engines for the six months ended June 30, 2026 and 2025, was $1.3 million and $0.1 million, respectively, which was recorded in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income. In December 2023, the Company invested $9.9 million for a 9.9% ownership interest in Corporate Flight Management, Inc. d/b/a Contour Airlines (“Contour”), a 14 CFR Part 135 air carrier. In January 2024, the Company invested an additional $15.1 million in Contour. The Company had a 25% ownership interest in Contour at June 30, 2026 and held one of five seats, or 20%, on Contour’s board of directors. The Contour arrangement also includes an asset provisioning agreement under which the Company will provide CRJ airframes, engines and rotable parts to Contour. The Company accounts for its investment in Contour under the equity method where the investment is reported at cost and adjusted each period for the Company’s share of Contour’s income or loss, recorded on a one quarter lag. For the three months ended June 30, 2026 and 2025, the Company recorded a loss of $1.8 million and $0.2 million, respectively, related to its Contour investment, reflecting its portion of results generated by Contour, which was recorded in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income. For the six months ended June 30, 2026 and 2025, the Company recorded a loss of $1.0 million and income of $0.7 million, respectively, related to its Contour investment, reflecting its portion of results generated by Contour, which was recorded in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income. As of June 30, 2026 and December 31, 2025, the Company’s investment balance in Contour was $21.7 million and $22.8 million, respectively, and was recorded in “Other Assets” on the Company’s consolidated balance sheet. At June 30, 2026, the Company had $7.0 million in notes receivable from Contour related to the sale of aircraft under the asset provisioning agreement. The notes are secured by aircraft and collectible within three years. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. *Fair Value Method Investment* In 2021, the Company entered into a strategic arrangement with Eve Holding, Inc. (“Eve”), to develop a network of deployment for Eve’s electric vertical takeoff and landing aircraft. As of June 30, 2026 and December 31, 2025, the Company held 1.1 million common shares of Eve. During the three months ended June 30, 2026 and 2025, the Company recorded an unrealized gain of $0.1 million and $5.3 million, respectively in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income related to its investment in Eve. During the six months ended June 30, 2026 and 2025, the Company recorded an unrealized loss of $1.6 million and an unrealized gain of $2.1 million, respectively, in “Other income (expense), net” on the Company’s consolidated statements of comprehensive income related to its investment in Eve. As of June 30, 2026 and December 31, 2025, the fair value of the Company’s investment in Eve was $2.7 million and $4.3 million, respectively, and was recorded in “Other Assets” on the Company’s consolidated balance sheet. **(11) Income Taxes** The Company’s effective tax rate for the six months ended June 30, 2026 and 2025 was 17.9% and 22.2%, respectively. The Company’s effective tax rate for the six months ended June 30, 2026 and 2025 varied from the federal statutory rate of 21.0% primarily due to the impact of a discrete tax benefit from additional tax deductions generated from employee equity awards that vested at a stock price above the grant date price during the six months ended June 30, 2026 and 2025, offset by the provision for state income taxes and the impact of non-deductible expenses. **(12) Legal Matters** The Company is subject to certain legal actions which it considers routine to its business activities. As of June 30, 2026, the Company’s management believed, after consultation with legal counsel, that the ultimate outcome of such legal matters was not likely to have a material adverse effect on the Company’s financial position, liquidity or results of operations. ## ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS *The following discussion and analysis presents factors that had a material effect on the results of operations of SkyWest, Inc. (“SkyWest,” “we” or “us”) during the three- and six-month periods ended June 30, 2026 and 2025. Also discussed is our financial condition as of June 30, 2026, and December 31, 2025. You should read this discussion in conjunction with our condensed consolidated financial statements for the three and six months ended June 30, 2026, including the notes thereto, appearing elsewhere in this Report. This discussion and analysis contains forward-looking statements. Please refer to the section of this Report entitled “Cautionary Statement Concerning Forward-Looking Statements” for discussion of uncertainties, risks and assumptions associated with these statements.* **Cautionary Statement Concerning Forward-Looking Statements** Certain of the statements contained in this Report should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,” and “continue” and similar terms used in connection with statements regarding our outlook, anticipated operations, the revenue environment, our contractual relationships, and our anticipated financial performance. These statements include, but are not limited to, statements about the continued demand for our product, the effect of economic conditions on SkyWest’s business, financial condition and results of operations, SkyWest’s plans with respect to share repurchases, the timing of scheduled aircraft deliveries and returns, including with respect to aircraft for which SkyWest holds firm delivery positions or purchase rights, the transition of the new E175 aircraft to replace existing aircraft in SkyWest’s fleet and the timing thereof, transition of SkyWest’s CRJ200 fleet to the CRJ450 configuration, fleet expansion and anticipated fleet size for SkyWest in upcoming periods, expected production levels in future periods, pilot attrition trends, SkyWest’s coordination with United Airlines, Inc. (“United”), Delta Air Lines, Inc. (“Delta”), American Airlines, Inc. (“American”) and Alaska Airlines, Inc. (“Alaska”) (each, a “major airline partner” and together, “major airline partners”) regarding the delivery of aircraft under previously announced agreements and timing of placing new aircraft deliveries into service, the expected terms, timing and benefits related to SkyWest’s leasing, strategic arrangements, strategic agreements and equity investments in third parties, the potential use of SkyWest Charter, LLC (“SWC”) as a commuter air carrier, SkyWest’s provision of assets to Corporate Flight Management, Inc. d/b/a Contour Airlines, increasing the utilization and efficiency of all fleet types as well as SkyWest’s future financial and operating results, plans, objectives, expectations, estimates, intentions and outlook, and other statements that are not historical facts. All forward-looking statements included in this Report are made as of the date hereof and are based on information available to SkyWest as of such date. SkyWest assumes no obligation to update any forward-looking statements unless required by law. Readers should note that many factors could affect the future operating and financial results of SkyWest and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this Report. These factors include, but are not limited to the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel, including related to inflationary pressures, and related decreases in customer demand and spending; uncertainty regarding potential future outbreaks of infectious diseases or other health concerns, and the consequences of such outbreaks to the travel industry, including travel demand and travel behavior, and our major airline partners in general and the financial condition and operating results of SkyWest in particular; the prospects of entering into agreements with existing or other carriers to fly new aircraft; uncertainty regarding timing and performance of key third-party service providers; ongoing negotiations between SkyWest and its major airline partners regarding their contractual obligations; uncertainties regarding operation of new aircraft; the ability to attract and retain qualified pilots, mechanics and other personnel in operations; the impact of regulatory issues such as pilot rest rules and qualification requirements; the ability to obtain aircraft financing; the financial stability of SkyWest’s major airline partners and any potential impact of their financial condition on the operations of SkyWest; fluctuations in flight schedules, which are determined by the major airline partners for whom SkyWest conducts flight operations; variations in market and economic conditions; significant aircraft debt commitments; estimated useful life of long-lived assets, residual aircraft values and related asset impairments; labor relations and costs; the impact of global instability; rapidly fluctuating fuel costs and potential fuel shortages; the impact of weather-related, natural disasters and other air safety incidents on air travel and airline costs; aircraft deliveries; uncertainty regarding ongoing international hostilities, including those between Russia and Ukraine, Israel and Hamas, and Israel, the United States and Iran, and the related impacts on macroeconomic conditions, fuel costs and the international operations of any of our major airline partners as a result of such conflicts; the availability of parts used in connection with maintenance and repairs of the aircraft; the availability of suitable replacement aircraft for aging aircraft; the impact of enacted and proposed U.S. tariffs on global economic conditions and the financial markets, passenger demand, the cost of aircraft parts and supplies sourced internationally and the cost of service providers located outside of the United States; the impact of potential future U.S. government shutdowns on air traffic controller staffing, flight cancellations and federal Essential Air Service subsidies; the possibility that the stock repurchase program may be suspended or discontinued at any time; as well as the other factors identified under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Risk Factors” in Part II, Item 1A of this Report, elsewhere in this Report, in our other filings with the Securities and Exchange Commission (the “SEC”) and other unanticipated factors. There may be other factors that may affect matters discussed in forward-looking statements set forth in this Report, which factors may also cause actual results to differ materially from those discussed. We assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these statements other than as required by applicable law. **Overview** We have the largest regional airline operation in the United States through our operating subsidiary SkyWest Airlines, Inc. (“SkyWest Airlines”). As of June 30, 2026, we offered scheduled passenger and air freight service with approximately 2,510 total daily departures to destinations in the United States, Canada and Mexico. Our fleet of Embraer E175 regional jet aircraft (“E175”), Canadair CRJ900 regional jet aircraft (“CRJ900”), Embraer E170 regional jet aircraft (“E170”) and Canadair CRJ700 regional jet aircraft (“CRJ700”), including a 50-seat configuration of the CRJ700 aircraft, commonly referred to as a “CRJ550,” have a multiple-class seat configuration, whereas our Canadair CRJ200 regional jet aircraft (“CRJ200”) have a single-class seat configuration. SWC offers on-demand charter services using CRJ200 aircraft in a 30-seat configuration. As of June 30, 2026, we had 642 total aircraft in our fleet, including 517 aircraft in scheduled service or under contract pursuant to our code-share agreements, summarized as follows: | Line item | E175 | CRJ900 | CRJ700/E170 | CRJ550 | CRJ200 | Total | | --- | --- | --- | --- | --- | --- | --- | | United | 122 | — | 8 | 36 | 73 | 239 | | Delta | 87 | 34 | 2 | 16 | — | 139 | | American | 20 | 9 | 67 | — | — | 96 | | Alaska | 43 | — | — | — | — | 43 | | Aircraft in scheduled service or under contract | 272 | 43 | 77 | 52 | 73 | 517 | | SWC | — | — | — | — | 7 | 7 | | Leased to third parties | — | — | 1 | 41 | — | 42 | | Operational spares (1) | — | 6 | 12 | — | 22 | 40 | | In storage(2) | — | — | — | — | 36 | 36 | | Total Fleet | 272 | 49 | 90 | 93 | 138 | 642 | (1) Includes supplemental spare aircraft supporting our code-share agreements or aircraft undergoing cabin reconfigurations. (2) Aircraft in storage may be available for future flying opportunities. Our business model is based on providing scheduled regional airline service under code-share agreements (commercial agreements between airlines that, among other things, allow one airline to use another airline’s flight designator codes on its flights) with our major airline partners. In exchange for such services, our major airline partners pay us either fixed fees to operate the flight, referred to as “capacity purchase agreement,” or we receive a percentage of applicable passenger ticket revenues on the designated flights we operate, referred to as “prorate agreement.” Our success is principally centered on our ability to meet the needs of our major airline partners by providing a reliable and safe operation at attractive economics. From June 30, 2025, to June 30, 2026, we made changes to our fleet, including the addition of seven new E175 aircraft. We anticipate our fleet will continue to evolve, as we are scheduled to add a total of seven new E175 aircraft with United in 2026, 11 new E175 aircraft with American between 2026 and 2027 (which are expected to replace 11 CRJ700s we are currently flying under contract with American) and 16 new E175 aircraft with Delta between 2027 and 2028 (which are expected to replace 16 CRJs we are currently flying under contract with Delta). We also have multiple agreements with United to place 12 used CRJ550 aircraft into service in 2026. Timing of placing these additional aircraft into service, including delivery timing on acquired aircraft, may be subject to change. As of June 30, 2026, we operated 19 CRJ900s owned by Delta, and we anticipate returning these 19 aircraft to Delta over the next two years. Our primary objective in the fleet changes is to improve our profitability by adding new E175 aircraft and used CRJ700, CRJ550, CRJ900 and E175 aircraft, commonly referred to as “dual-class aircraft” due to the first-class seat offerings, to our capacity purchase agreements or prorate agreements, and potentially removing older aircraft from service that typically require higher maintenance costs. Additionally, during the six months ended June 30, 2026, we announced a new configuration of the CRJ200 aircraft that will have 41 seats, including seven first-class seats (referred to as a “CRJ450” aircraft). We anticipate operating the first CRJ450 in scheduled service by the end of 2026. We anticipate completing the conversion of approximately 50 CRJ200s to the CRJ450 configuration by 2028. As of June 30, 2026, approximately 46.2% of our aircraft in scheduled service or under contract were operated for United, approximately 26.9% were operated for Delta, approximately 18.6% were operated for American and approximately 8.3% were operated for Alaska. Historically, multiple contractual relationships with major airlines have enabled us to reduce our reliance on any single major airline code and to enhance and stabilize operating results through a mix of our capacity purchase agreements and our prorate agreements. For the six months ended June 30, 2026, our capacity purchase revenue represented approximately 81.9% of our total flying agreements revenue and our prorate and charter revenue, combined, represented approximately 18.1% of our total flying agreements revenue. On capacity purchase routes, the major airline partner controls scheduling, ticketing, pricing and seat inventories and we are compensated by the major airline partner at contracted rates based on completed block hours (measured from takeoff to landing, including taxi time), flight departures, the number of aircraft under contract and other operating measures. We control scheduling, pricing and seat inventories on certain prorate routes, and we share passenger fares with our major airline partners according to prorate formulas. We are also responsible for the operating costs of the prorate flights, including fuel and airport costs. **Second Quarter Summary** We had total operating revenues of $1.1 billion for the three months ended June 30, 2026, a 6.5% increase compared to total operating revenues of $1.0 billion for the three months ended June 30, 2025. We had net income of $100.7 million, or $2.54 per diluted share, for the three months ended June 30, 2026, compared to net income of $120.3 million, or $2.91 per diluted share, for the three months ended June 30, 2025. The significant items affecting our revenue and operating expenses during the three months ended June 30, 2026, are outlined below: *Revenue* The number of aircraft we have in scheduled service or under contract pursuant to our code-share agreements and the number of block hours we incur on our flights are primary drivers of our flying agreements revenue under our capacity purchase agreements. The number of flights we operate and the corresponding number of passengers we carry are the primary drivers of our revenue under our prorate agreements. The number of aircraft we have in scheduled service or under contract pursuant to our code-share agreements increased from 502 as of June 30, 2025 to 517 as of June 30, 2026, or by 3.0%; and the number of block hours increased from 376,269 for the three months ended June 30, 2025 to 396,696 for the three months ended June 30, 2026, or by 5.4%, primarily due to an increase in the number of aircraft operating under our capacity purchase agreements and higher scheduled utilization of our aircraft under contract. Our capacity purchase revenue increased $21.6 million, or 2.6%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily as a result of an increase in completed block hours for the comparable periods. Our prorate and charter revenue increased $55.4 million, or 38.1%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily as a result of an increase in the number of passengers carried on our prorate routes, a higher average revenue per passenger and an increase in the number of prorate and charter flights operated year-over-year. *Operating Expenses* Our total operating expenses increased $81.8 million, or 9.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in operating expenses was primarily due to an increase in our direct operating expenses associated with the increase in the number of flights we operated, higher fuel costs and higher pilot training costs for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Departures increased from 222,874 for the three months ended June 30, 2025 to 227,960 for the three months ended June 30, 2026, or by 2.3%, and our total block hours increased 5.4% for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. Additional details regarding the increase in our operating expenses are described in the section of this Report entitled “Results of Operations.” *Fleet Activity* The following table summarizes our fleet scheduled for service or under contract as of: | Aircraft in Service or Under Contract | June 30, 2026 | December 31, 2025 | June 30, 2025 | | --- | --- | --- | --- | | E175s | 272 | 270 | 265 | | CRJ900s | 43 | 36 | 36 | | CRJ700s/E170s | 77 | 82 | 88 | | CRJ550s | 52 | 41 | 33 | | CRJ200s | 73 | 58 | 80 | | Total | 517 | 487 | 502 | **Critical Accounting Policies and Estimates** Our significant accounting policies are summarized in Note 1 to our consolidated financial statements for the year ended December 31, 2025, and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are presented in our Annual Report on Form 10-K for the year ended December 31, 2025. Critical accounting policies are those policies that are most important to the preparation of our consolidated financial statements and require management’s subjective and complex judgments due to the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to revenue recognition, long-lived assets, and income tax. The application of these accounting policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results will likely differ, and may differ materially, from such estimates. There have been no significant changes in our critical accounting estimates during the six months ended June 30, 2026. **Recent Accounting Pronounceme****nts** See Note 1 to the condensed consolidated financial statements for a description of recent accounting pronouncements. **Results of Operations** **Three Months Ended June 30, 2026 and 2025** *Operational Statistics* The following table sets forth our major operational statistics and the associated percentage changes for the periods identified below. The increase in block hours and departures during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to additional aircraft operating under our capacity purchase agreements, additional routes operated under our prorate agreements and an increase in the number of block hours incurred per aircraft due to the higher scheduled utilization of our aircraft during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. | Block hours by aircraft type: | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, / % Change | | --- | --- | --- | --- | | E175s | 229,991 | 219,566 | 4.7% | | CRJ900s | 30,763 | 22,671 | 35.7% | | CRJ700s/E170s | 59,964 | 68,058 | (11.9)% | | CRJ550s | 28,102 | 16,268 | 72.7% | | CRJ200s | 47,876 | 49,706 | (3.7)% | | Total block hours | 396,696 | 376,269 | 5.4% | | Departures | 227,960 | 222,874 | 2.3% | | Passengers carried | 11,938,147 | 12,092,758 | (1.3)% | | Passenger load factor | 80.6% | 82.8% | (2.2) | | Average passenger trip length (miles) | 459 | 451 | 1.8% | *Operating Revenues* The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands): | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, / $ Change | For the three months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Flying agreements | $1,064,549 | $987,511 | $77,038 | 7.8% | | Lease, airport services and other | 38,202 | 47,716 | (9,514) | (19.9)% | | Total operating revenues | $1,102,751 | $1,035,227 | $67,524 | 6.5% | Flying agreements revenue primarily consists of revenue earned on flights we operate under our capacity purchase agreements and prorate agreements with our major airline partners and on-demand charter flights. Lease, airport services and other revenues consist of revenue earned from leasing aircraft and spare engines to third parties separate from our capacity purchase agreements, providing maintenance services to other airlines and providing airport counter, gate and ramp services. We disaggregate our flying agreements revenue into the following categories (dollar amounts in thousands): | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, / $ Change | For the three months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Capacity purchase agreements flight operations revenue | $677,213 | $682,948 | $(5,735) | (0.8)% | | Capacity purchase agreements aircraft lease revenue | 186,492 | 159,118 | 27,374 | 17.2% | | Prorate agreements and charter revenue | 200,844 | 145,445 | 55,399 | 38.1% | | Flying agreements revenue | $1,064,549 | $987,511 | $77,038 | 7.8% | Combined “Capacity purchase agreements flight operations revenue” and “Capacity purchase agreements aircraft lease revenue” increased 2.6% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, driven primarily by a 5.4% increase in block hour production during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in aircraft lease revenue and decrease in flight operations revenue was primarily due to a reallocation of variable consideration between non-lease and lease components based on relative standalone selling prices as a result of capacity purchase agreement contract amendments entered into since June 30, 2025. The increase in prorate agreements and charter revenue of $55.4 million, or 38.1%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to an increase in prorate departures, passengers and passenger revenue we received on routes we operated under our prorate agreements during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in lease, airport services and other revenues of $9.5 million, or 19.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to a decrease in revenue from maintenance services provided to third parties during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. *Operating Expenses* Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands): | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, / $ Change | For the three months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Salaries, wages and benefits | $426,826 | $390,243 | $36,583 | 9.4% | | Aircraft maintenance, materials and repairs | 242,928 | 238,885 | 4,043 | 1.7% | | Depreciation and amortization | 92,497 | 90,150 | 2,347 | 2.6% | | Aircraft fuel | 60,563 | 27,459 | 33,104 | 120.6% | | Airport-related expenses | 32,600 | 27,116 | 5,484 | 20.2% | | Other operating expenses | 91,507 | 91,246 | 261 | 0.3% | | Total operating expenses | $946,921 | $865,099 | $81,822 | 9.5% | *Salaries, wages and benefits.* The $36.6 million, or 9.4%, increase in salaries, wages and benefits for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to an increase in direct labor costs supporting the higher number of flights we operated during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, and due to an increase in pilot training costs associated with higher pilot attrition rates since June 30, 2025*.* *Aircraft maintenance, materials and repairs.* The $4.0 million, or 1.7%, increase in aircraft maintenance expense for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to an increase in our flight volume, which increased our maintenance activity and related expenses for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, partially offset by a reduction in maintenance services provided to third parties for the comparable periods. *Depreciation and amortization.* The $2.3 million, or 2.6%, increase in depreciation and amortization expense for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to an increase in depreciation expense related to the acquisition of seven new E175 aircraft and spare engines since June 30, 2025. *Aircraft fuel.* The $33.1 million, or 120.6%, increase in fuel cost for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to an increase in the number of flights we operated under our prorate agreements and charter operations and the corresponding increase in gallons of fuel we purchased and an increase in our average fuel cost per gallon from $2.88 for the three months ended June 30, 2025 to $4.45 for the three months ended June 30, 2026. We purchase and incur expense for all fuel on flights operated under our prorate agreements and charter operations. All fuel costs incurred under our capacity purchase agreements are either purchased directly by our major airline partner, or if purchased by us, we record the direct reimbursement as a reduction to our fuel expense. The following table summarizes the gallons of fuel we purchased under our prorate agreements and charter operations, for the periods indicated: | (in thousands) | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, / % Change | | --- | --- | --- | --- | | Fuel gallons purchased | 13,624 | 9,527 | 43.0% | | Fuel expense | $60,563 | $27,459 | 120.6% | *Airport-related expenses.* Airport-related expenses include airport-related customer service costs such as outsourced airport gate and ramp agent services, airport security fees, passenger interruption costs, deicing, landing fees and station rents. The $5.5 million, or 20.2%, increase in airport-related expenses for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily due to an increase in subcontracted airport services, station rents and landing fees as a result of an increase in the number of flights we operated under our prorate agreements. For clarity, our employee airport customer service labor costs are reflected in salaries, wages and benefits and customer service labor costs we outsource to third parties are included in airport-related expenses. *Other operating expenses.* Other operating expenses primarily consist of aircraft rentals, property taxes, hull and liability insurance, simulator costs, crew per diem, crew hotel costs and credit loss reserves. The $0.3 million, or 0.3%, increase in other operating expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025 was primarily due to higher training‑related hotel costs, driven by pilot training, and an increase in other operating costs as a result of the higher number of flights we operated during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. These increases were partially offset by a decrease in our credit loss reserve expense during the three months ended June 30, 2026, reflecting the elevated credit loss reserve expense recognized during the three months ended June 30, 2025 from our assessment of higher credit risk losses of certain outstanding receivables. *Summary of interest expense, interest income, other income (expense), net and provision for income taxes* *Interest expense.* The $1.6 million, or 6.2%, decrease in interest expense for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily related to a decrease in outstanding debt. At June 30, 2026 we had $2.3 billion of outstanding debt, compared to $2.5 billion at June 30, 2025. Our average effective interest rate for the three months ended June 30, 2026 and 2025, was 4.4% and 4.3%, respectively. *Interest income.* Interest income decreased $2.3 million, or 20.4%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease in interest income was primarily related to a decrease in our marketable securities from June 30, 2025 to June 30, 2026. *Other income (expense), net.* Other income (expense), net decreased $9.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Other income (expense), net primarily consists of the unrealized and realized gains and losses on our investments in other companies, income or loss related to our equity method investments and gains or losses on the sale of assets. The decrease in other income (expense), net was primarily the result of a decrease in the fair value of our investments in other companies and a decrease in the gain on the sale of assets for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. ​ *Provision for income taxes.* For the three months ended June 30, 2026 and 2025, our effective income tax rates were 27.5% and 26.3%, respectively, which included the statutory federal income tax rate of 21% and other reconciling income tax items, including state income taxes, and the impact of non-deductible expenses. The increase in the effective tax rate was primarily generated from greater non-deductible expense for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. *Net income.* Primarily due to the factors described above, we generated net income of $100.7 million, or $2.54 per diluted share, for the three months ended June 30, 2026, compared to net income of $120.3 million, or $2.91 per diluted share, for the three months ended June 30, 2025. **Six Months Ended June 30, 2026 and 2025** *Operational Statistics* The following table sets forth our major operational statistics and the associated percentage changes for the periods identified below. The increase in block hours and departures during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to additional aircraft operating under our capacity purchase agreements, additional routes operated under our prorate agreements and an increase in the number of block hours incurred per aircraft due to the higher scheduled utilization of our aircraft during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. | Block hours by aircraft type: | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / % Change | | --- | --- | --- | --- | | E175s | 441,450 | 426,928 | 3.4% | | CRJ900s | 58,733 | 45,659 | 28.6% | | CRJ700s/E170s | 117,667 | 132,063 | (10.9)% | | CRJ550s | 52,573 | 27,340 | 92.3% | | CRJ200s | 89,206 | 96,434 | (7.5)% | | Total block hours | 759,629 | 728,424 | 4.3% | | Departures | 431,979 | 424,712 | 1.7% | | Passengers carried | 22,270,657 | 22,483,122 | (0.9)% | | Passenger load factor | 79.4% | 80.8% | (1.4) | | Average passenger trip length (miles) | 465 | 457 | 1.8% | *Operating Revenues* The following table summarizes our operating revenue for the periods indicated (dollar amounts in thousands): | Line item | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / $ Change | For the six months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Flying agreements | $2,042,434 | $1,903,505 | $138,929 | 7.3% | | Lease, airport services and other | 73,494 | 80,177 | (6,683) | (8.3)% | | Total operating revenues | $2,115,928 | $1,983,682 | $132,246 | 6.7% | Flying agreements revenue primarily consists of revenue earned on flights we operate under our capacity purchase agreements and prorate agreements with our major airline partners and on-demand charter flights. Lease, airport services and other revenues consist of revenue earned from leasing aircraft and spare engines to third parties separate from our capacity purchase agreements, providing maintenance services to other airlines and providing airport counter, gate and ramp services. We disaggregate our flying agreements revenue into the following categories (dollar amounts in thousands): | Line item | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / $ Change | For the six months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Capacity purchase agreements flight operations revenue | $1,311,082 | $1,322,101 | $(11,019) | (0.8)% | | Capacity purchase agreements aircraft lease revenue | 362,320 | 305,145 | 57,175 | 18.7% | | Prorate agreements and charter revenue | 369,032 | 276,259 | 92,773 | 33.6% | | Flying agreements revenue | $2,042,434 | $1,903,505 | $138,929 | 7.3% | Combined “Capacity purchase agreements flight operations revenue” and “Capacity purchase agreements aircraft lease revenue” increased 2.8% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, driven primarily by a 4.3% increase in block hour production during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in aircraft lease revenue and decrease in flight operations revenue was primarily due to a reallocation of variable consideration between non-lease and lease components based on relative standalone selling prices as a result of capacity purchase agreement contract amendments entered into since June 30, 2025. The increase in prorate agreements and charter revenue of $92.8 million, or 33.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to an increase in prorate departures, passengers and passenger revenue we received on routes we operated under our prorate agreements during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in lease, airport services and other revenues of $6.7 million, or 8.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to a decrease in revenue from maintenance services provided to third parties during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. *Operating Expenses* Individual expense components attributable to our operations are set forth in the following table (dollar amounts in thousands): | Line item | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / $ Change | For the six months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Salaries, wages and benefits | $848,930 | $767,554 | $81,376 | 10.6% | | Aircraft maintenance, materials and repairs | 455,955 | 447,985 | 7,970 | 1.8% | | Depreciation and amortization | 182,713 | 179,596 | 3,117 | 1.7% | | Aircraft fuel | 99,467 | 51,947 | 47,520 | 91.5% | | Airport-related expenses | 68,770 | 54,939 | 13,831 | 25.2% | | Other operating expenses | 180,577 | 172,156 | 8,421 | 4.9% | | Total operating expenses | $1,836,412 | $1,674,177 | $162,235 | 9.7% | *Salaries, wages and benefits.* The $81.4 million, or 10.6%, increase in salaries, wages and benefits for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to an increase in direct labor costs supporting the higher number of flights we operated during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, and due to an increase in pilot training costs associated with higher pilot attrition rates since June 30, 2025*.* *Aircraft maintenance, materials and repairs.* The $8.0 million, or 1.8%, increase in aircraft maintenance expense for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to an increase in our flight volume, which increased our maintenance activity and related expenses for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, partially offset by a reduction in maintenance services provided to third parties for the comparable periods. *Depreciation and amortization.* The $3.1 million, or 1.7%, increase in depreciation and amortization expense for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to an increase in depreciation expense related to the acquisition of seven new E175 aircraft and spare engines since June 30, 2025. *Aircraft fuel.* The $47.5 million, or 91.5%, increase in fuel cost for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to an increase in the number of flights we operated under our prorate agreements and charter operations and the corresponding increase in gallons of fuel we purchased and an increase in our average fuel cost per gallon from $2.95 for the six months ended June 30, 2025 to $3.97 for the six months ended June 30, 2026. We purchase and incur expense for all fuel on flights operated under our prorate agreements and charter operations. All fuel costs incurred under our capacity purchase agreements are either purchased directly by our major airline partner, or if purchased by us, we record the direct reimbursement as a reduction to our fuel expense. The following table summarizes the gallons of fuel we purchased under our prorate agreements and charter operations, for the periods indicated: | (in thousands) | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / % Change | | --- | --- | --- | --- | | Fuel gallons purchased | 25,053 | 17,600 | 42.3% | | Fuel expense | $99,467 | $51,947 | 91.5% | *Airport-related expenses.* Airport-related expenses include airport-related customer service costs such as outsourced airport gate and ramp agent services, airport security fees, passenger interruption costs, deicing, landing fees and station rents. The $13.8 million, or 25.2%, increase in airport-related expenses for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to an increase in subcontracted airport services, station rents and landing fees as a result of an increase in the number of flights we operated under our prorate agreements. For clarity, our employee airport customer service labor costs are reflected in salaries, wages and benefits and customer service labor costs we outsource to third parties are included in airport-related expenses. *Other operating expenses.* Other operating expenses primarily consist of aircraft rentals, property taxes, hull and liability insurance, simulator costs, crew per diem, crew hotel costs and credit loss reserves. The $8.4 million, or 4.9%, increase in other operating expenses for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 was primarily due to higher training‑related hotel costs, driven by pilot training, and an increase in other operating costs as a result of the higher number of flights we operated during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. These increases were partially offset by a decrease in our credit loss reserve expense during the six months ended June 30, 2026, reflecting the elevated credit loss reserve expense recognized during the six months ended June 30, 2025 from our assessment of higher credit risk losses of certain outstanding receivables. *Summary of interest expense, interest income, other income (expense), net and provision for income taxes* *Interest expense.* The $4.3 million, or 8.0%, decrease in interest expense for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily related to a decrease in outstanding debt. At June 30, 2026 we had $2.3 billion of outstanding debt, compared to $2.5 billion at June 30, 2025. Our average effective interest rate for the six months ended June 30, 2026 and 2025, was 4.4% and 4.3%, respectively. *Interest income.* Interest income decreased $3.7 million, or 17.7%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease in interest income was primarily related to a decrease in our marketable securities from June 30, 2025 to June 30, 2026. *Other income (expense), net.* Other income (expense), net decreased $7.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Other income (expense), net primarily consists of the unrealized and realized gains and losses on our investments in other companies, income or loss related to our equity method investments and gains or losses on the sale of assets. The decrease in other income (expense), net was primarily the result of a decrease in the fair value of our investments in other companies and a decrease in the gain on the sale of assets for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. ​ *Provision for income taxes.* For the six months ended June 30, 2026 and 2025, our effective income tax rates were 17.9% and 22.2%, respectively, which included the statutory federal income tax rate of 21% and other reconciling income tax items, including state income taxes, the impact of non-deductible expenses and a discrete tax benefit on employee equity awards that vested during the period. The decrease in the effective tax rate was primarily related to a higher discrete tax benefit from additional tax deductions generated from employee equity awards that vested for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. *Net income.* Primarily due to the factors described above, we generated net income of $202.4 million, or $5.04 per diluted share, for the six months ended June 30, 2026, compared to net income of $220.8 million, or $5.32 per diluted share, for the six months ended June 30, 2025. **Our Business Segments** **Three Months Ended June 30, 2026 and 2025** For the three months ended June 30, 2026, our reportable segments, which were the basis of our internal financial reporting, consisted of (1) the operations of SkyWest Airlines and SWC (collectively, “SkyWest Airlines and SWC”) and (2) SkyWest Leasing activities. Our segment disclosure relates to components of our business for which separate financial information is available to, and regularly evaluated by, our chief operating decision maker. The following table sets forth our SkyWest Airlines and SWC segment data for the three months ended June 30, 2026 and 2025 (in thousands): _(dollar amounts in thousands)_ | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, / $ Change | For the three months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Operating revenues | $940,655 | $869,336 | $71,319 | 8.2% | | Salaries, wages and benefits | 426,161 | 389,578 | 36,583 | 9.4% | | Aircraft maintenance, materials and repairs | 231,121 | 216,609 | 14,512 | 6.7% | | Depreciation and amortization | 40,434 | 39,005 | 1,429 | 3.7% | | Interest expense | 3,758 | 3,187 | 571 | 17.9% | | Other segment items(1) | 180,988 | 130,696 | 50,292 | 38.5% | | SkyWest Airlines and SWC Segment profit(2) | $58,193 | $90,261 | $(32,068) | (35.5)% | (1) Other segment items for SkyWest Airlines and SWC include aircraft fuel; airport related expenses; other operating expenses consisting primarily of property taxes, hull and liability insurance, simulator costs, crew per diem and crew hotel costs and credit loss reserves; interest income and other income (expense), net. (2) Segment profit is equal to income before income taxes. *SkyWest Airlines and SWC Segment Profit.* SkyWest Airlines and SWC segment profit was $58.2 million for the three months ended June 30, 2026, compared to $90.3 million for the three months ended June 30, 2025. SkyWest Airlines and SWC block hour production increased 5.4%, from 376,269 for the three months ended June 30, 2025 to 396,696 for the three months ended June 30, 2026, primarily due to additional aircraft operating under our capacity purchase agreements and prorate agreements, and an increase in the utilization of our aircraft. Significant items contributing to the SkyWest Airlines and SWC segment profit for the three months ended June 30, 2026 are set forth below. SkyWest Airlines and SWC operating revenues increased $71.3 million, or 8.2%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in block hour production and higher prorate revenue during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. SkyWest Airlines and SWC’s salaries, wages and benefits expense increased $36.6 million, or 9.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in direct labor costs that resulted from the higher number of flights we operated during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, and due to an increase in pilot training costs associated with higher pilot attrition rates since June 30, 2025. SkyWest Airlines and SWC’s aircraft maintenance, materials and repairs expense increased $14.5 million, or 6.7%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher flight volume, which increased the maintenance activity and related expenses, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. SkyWest Airlines and SWC’s depreciation and amortization expense increased $1.4 million, or 3.7%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in depreciation from the acquisition of additional assets, including engines and used CRJ900 airframes, since June 30, 2025. SkyWest Airlines and SWC’s interest expense increased $0.6 million, or 17.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher interest rates on new debt for engine financings since June 30, 2025. SkyWest Airlines and SWC’s other segment items increased $50.3 million, or 38.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily related to an increase in fuel costs of $33.1 million, including an increase in the cost per gallon of fuel, airport-related expenses, such as subcontracted airport services, station rents and landing fees and other operating costs, such as crew per diem and crew hotel costs, as a result of the higher number of flights we operated during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The following table sets forth our SkyWest Leasing segment data for the three months ended June 30, 2026 and 2025 (in thousands): _(dollar amounts in thousands)_ | Line item | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, / $ Change | For the three months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Operating revenues | $162,096 | $165,891 | $(3,795) | (2.3)% | | Salaries, wages and benefits | 665 | 665 | — | — | | Aircraft maintenance, materials and repairs | 11,807 | 22,276 | (10,469) | (47.0)% | | Depreciation and amortization | 52,063 | 51,145 | 918 | 1.8% | | Interest expense | 21,168 | 23,379 | (2,211) | (9.5)% | | Other segment items(1) | (4,268) | (4,429) | 161 | (3.6)% | | SkyWest Leasing Segment profit(2) | $80,661 | $72,855 | $7,806 | 10.7% | (1) Other segment items for SkyWest Leasing include other operating expenses consisting primarily of property taxes and credit loss reserves; aircraft rentals; interest income and other income (expense), net. (2) Segment profit is equal to income before income taxes. *SkyWest Leasing Segment Profit.* SkyWest Leasing profit increased $7.8 million, or 10.7%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in revenue earned under our capacity purchase agreements attributed to the ownership of new E175 aircraft acquired since June 30, 2025, a decrease in incremental maintenance services provided to third parties, which offset the increase in operating revenue and contributed to the reduction in aircraft maintenance, materials and repair expense, and a decrease in interest expense due to a decrease in outstanding debt from June 30, 2025 to June 30, 2026. **Six Months Ended June 30, 2026 and 2025** For the six months ended June 30, 2026, our reportable segments, which were the basis of our internal financial reporting, consisted of (1) the operations of SkyWest Airlines and SWC (collectively, “SkyWest Airlines and SWC”) and (2) SkyWest Leasing activities. Our segment disclosure relates to components of our business for which separate financial information is available to, and regularly evaluated by, our chief operating decision maker. The following table sets forth our SkyWest Airlines and SWC segment data for the six months ended June 30, 2026 and 2025 (in thousands): _(dollar amounts in thousands)_ | Line item | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / $ Change | For the six months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Operating revenues | $1,795,837 | $1,670,987 | $124,850 | 7.5% | | Salaries, wages and benefits | 847,600 | 766,224 | 81,376 | 10.6% | | Aircraft maintenance, materials and repairs | 437,613 | 418,085 | 19,528 | 4.7% | | Depreciation and amortization | 77,780 | 76,753 | 1,027 | 1.3% | | Interest expense | 6,493 | 6,168 | 325 | 5.3% | | Other segment items(1) | 342,648 | 259,226 | 83,422 | 32.2% | | SkyWest Airlines and SWC Segment profit(2) | $83,703 | $144,531 | $(60,828) | (42.1)% | (1) Other segment items for SkyWest Airlines and SWC include aircraft fuel; airport related expenses; other operating expenses consisting primarily of property taxes, hull and liability insurance, simulator costs, crew per diem and crew hotel costs and credit loss reserves; interest income and other income (expense), net. (2) Segment profit is equal to income before income taxes. *SkyWest Airlines and SWC Segment Profit.* SkyWest Airlines and SWC segment profit was $83.7 million for the six months ended June 30, 2026, compared to $144.5 million for the six months ended June 30, 2025. SkyWest Airlines and SWC block hour production increased 4.3%, from 728,424 for the six months ended June 30, 2025 to 759,629 for the six months ended June 30, 2026, primarily due to additional aircraft operating under our capacity purchase agreements and prorate agreements, and an increase in the utilization of our aircraft. Significant items contributing to the SkyWest Airlines and SWC segment profit for the six months ended June 30, 2026 are set forth below. SkyWest Airlines and SWC operating revenues increased $124.9 million, or 7.5%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in block hour production and higher prorate revenue during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. SkyWest Airlines and SWC’s salaries, wages and benefits expense increased $81.4 million, or 10.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in direct labor costs that resulted from the higher number of flights we operated during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, and due to an increase in pilot training costs associated with higher pilot attrition rates since June 30, 2025. SkyWest Airlines and SWC’s aircraft maintenance, materials and repairs expense increased $19.5 million, or 4.7%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher flight volume, which increased the maintenance activity and related expenses, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. SkyWest Airlines and SWC’s depreciation and amortization expense increased $1.0 million, or 1.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in depreciation from the acquisition of additional assets, including engines and used CRJ900 airframes, since June 30, 2025, offset by certain CRJ aircraft and engines that were depreciated to their estimated residual value since June 30, 2025. SkyWest Airlines and SWC’s interest expense increased $0.3 million, or 5.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher interest rates on new debt for engine financings since June 30, 2025. SkyWest Airlines and SWC’s other segment items increased $83.4 million, or 32.2%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily related to an increase in fuel costs of $47.5 million, including an increase in the cost per gallon of fuel, airport-related expenses, such as subcontracted airport services, station rents and landing fees and other operating costs, such as crew per diem and crew hotel costs, as a result of the higher number of flights we operated during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The following table sets forth our SkyWest Leasing segment data for the six months ended June 30, 2026 and 2025 (in thousands): _(dollar amounts in thousands)_ | Line item | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / $ Change | For the six months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Operating revenues | $320,091 | $312,695 | $7,396 | 2.4% | | Salaries, wages and benefits | 1,330 | 1,330 | — | — | | Aircraft maintenance, materials and repairs | 18,342 | 29,900 | (11,558) | (38.7)% | | Depreciation and amortization | 104,933 | 102,843 | 2,090 | 2.0% | | Interest expense | 42,898 | 47,516 | (4,618) | (9.7)% | | Other segment items(1) | (10,333) | (8,197) | (2,136) | 26.1% | | SkyWest Leasing Segment profit(2) | $162,921 | $139,303 | $23,618 | 17.0% | (1) Other segment items for SkyWest Leasing include other operating expenses consisting primarily of property taxes and credit loss reserves; aircraft rentals; interest income and other income (expense), net. (2) Segment profit is equal to income before income taxes. *SkyWest Leasing Segment Profit.* SkyWest Leasing profit increased $23.6 million, or 17.0%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in revenue earned under our capacity purchase agreements attributed to the ownership of new E175 aircraft acquired since June 30, 2025, a decrease in incremental maintenance services provided to third parties, which partially offset the increase in operating revenue and contributed to the reduction in aircraft maintenance, materials and repair expense, and a decrease in interest expense due to a decrease in outstanding debt from June 30, 2025 to June 30, 2026. **Liquidity and Capital Resources** As of June 30, 2026, we had $601.0 million in cash and cash equivalents and marketable securities. As of June 30, 2026, we had $79.0 million available for borrowings under our line of credit. Given our available liquidity as of June 30, 2026, we believe the working capital currently available to us will be sufficient to meet our present financial requirements, including planned capital expenditures, scheduled lease payments and debt service obligations for at least the next 12 months. Our total cash, cash equivalents and marketable securities decreased from $706.9 million as of December 31, 2025 to $601.0 million as of June 30, 2026, or by $105.9 million. Our total long-term debt, including current maturities, decreased from $2.4 billion as of December 31, 2025 to $2.3 billion as of June 30, 2026. Additionally, during the six months ended June 30, 2026, we repurchased 1,615,756 shares of our common stock for $149.9 million under a stock repurchase program authorized by our Board of Directors. At June 30, 2026, our total capital mix (measured as a ratio of total stockholder equity and total long-term debt, including current maturities) was 54.6% equity and 45.4% total long-term debt, compared to 53.4% equity and 46.6% total long-term debt at December 31, 2025. As of June 30, 2026, and December 31, 2025, we had $44.0 million and $47.2 million, respectively, in letters of credit and surety bonds outstanding with various banks and surety institutions. We had no restricted cash as of June 30, 2026, and December 31, 2025. Sources and Uses of Cash Cash Position and Liquidity. The following table provides a summary of the net cash provided by or used in our operating, investing and financing activities for the six months ended June 30, 2026 and 2025, and our total cash and marketable securities positions as of June 30, 2026, and December 31, 2025 (in thousands): | Line item | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, / $ Change | For the six months ended June 30, / % Change | | --- | --- | --- | --- | --- | | Net cash provided by operating activities | $436,339 | $428,083 | $8,256 | 1.9% | | Net cash used in investing activities | (185,310) | (372,658) | 187,348 | (50.3)% | | Net cash used in financing activities | (292,295) | (234,457) | (57,838) | 24.7% | ​ | Line item | June 30, 2026 | December 31, 2025 | $ Change | % Change | | --- | --- | --- | --- | --- | | Cash and cash equivalents | $81,407 | $122,673 | $(41,266) | (33.6)% | | Marketable securities | 519,572 | 584,236 | (64,664) | (11.1)% | | Total | $600,979 | $706,909 | $(105,930) | (15.0)% | Cash Flows provided by Operating Activities Our cash flows provided by operating activities was $436.3 million for the six months ended June 30, 2026, compared to $428.1 million for the six months ended June 30, 2025. Our operating cash flows are typically impacted by various factors including our net income, adjusted for non-cash expenses and gains such as depreciation expense, stock-based compensation expense and gains or losses on the disposal of assets; and timing of cash payments and cash receipts attributed to our various current asset and liability accounts, such as accounts receivable, inventory, accounts payable, income taxes, accrued liabilities, deferred revenue and unbilled revenue. The increase in our cash flow from operations for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily driven by an increase in accounts payable due to the timing of cash payments for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, partially offset by a decrease in income before income taxes for the comparable periods. Cash Flows used in Investing Activities Our cash flows used in investing activities was $185.3 million for the six months ended June 30, 2026, compared to cash flows used in investing activities of $372.7 million for the six months ended June 30, 2025. Our investing cash flows are typically impacted by various factors including our capital expenditures, such as the acquisition of aircraft and spare engines; deposit payments and refunds of previously made deposits on new aircraft; purchase and sales of marketable securities; proceeds from the sale of assets; and timing of cash payments and cash receipts attributed to our various long-term asset and long-term liability accounts. Excluding the purchase and sale of marketable securities, which results in the transfer of dollars between our investments in marketable securities and our cash accounts, our cash used in investing activities decreased from $268.1 million for the six months ended June 30, 2025, to $249.3 million for the six months ended June 30, 2026. Excluding the transfer of dollars between our investments in marketable securities and our cash accounts, the remaining decrease in cash used in investing activities was primarily due to a reduction in the cash used for capital expenditures, including aircraft deposits for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Cash Flows used in Financing Activities Our cash flows used in financing activities was $292.3 million for the six months ended June 30, 2026, compared to cash used in financing activities of $234.5 million for the six months ended June 30, 2025. Our financing cash flows are typically impacted by various factors including proceeds from issuance of debt, principal payments on debt obligations and repurchases of our common stock. The $57.8 million increase in cash used in financing activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to an increase of $119.7 million in cash used to purchase treasury stock and an increase of $18.4 million in cash used for employee income taxes paid on vested equity awards in lieu of shares, offset by an increase of $80.5 million in proceeds from the issuance of long-term debt, net of principal payments on long-term debt, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. **Significant Commitments and Obligations** *General* See Note 7, “Leases, Commitments, Guarantees and Contingencies,” to the condensed consolidated financial statements for our commitments and obligations for each of the next five years and thereafter. *Purchase Commitments and Options* As of June 30, 2026, we had a firm purchase commitment for 67 new E175 aircraft from Embraer with delivery dates anticipated into 2031. At the time of each aircraft acquisition, we evaluate the financing alternatives available to us, and select one or more of these methods to fund the acquisition. In recent years, we have issued long-term debt to finance our new aircraft. At present, we intend to fund our aircraft purchase commitments through a combination of cash on hand and debt financing. Based on current market conditions and discussions with prospective leasing organizations and financial institutions, we currently believe that we will be able to obtain financing for our committed acquisitions, as well as additional aircraft. We intend to finance the firm purchase commitment for 67 E175 aircraft with approximately 75-85% debt and the remaining balance with cash. *Aircraft Lease and Facility Obligations* We also have long-term lease obligations, primarily relating to our facilities, aircraft and engines. Excluding aircraft financed by our major airline partners that we operate for them under contract, we had eight aircraft under lease with remaining terms ranging from three years to four years as of June 30, 2026. These eight leased aircraft are subleased to a third party. Future minimum lease payments due under all long-term operating leases were approximately $125.1 million at June 30, 2026. Assuming a 6.3% discount rate, which is the average incremental borrowing rate we anticipate we would have incurred on debt obtained over a similar term to acquire these assets, the present value of these lease obligations would have been equal to approximately $87.7 million at June 30, 2026. *Long-term Debt Obligations* As of June 30, 2026, we had $2.3 billion of long-term debt, which consisted of $2.1 billion of debt used to finance aircraft and spare engines and $200.6 million of unsecured debt payable to the U.S. Department of the Treasury (“Treasury”). The average effective interest rate on our debt obligations was approximately 4.4% at June 30, 2026. Under our capacity purchase agreements, our major airline partners compensate us for our costs of the aircraft on a monthly basis. The consideration for aircraft ownership costs we receive varies by agreement but is intended to compensate us for our ownership of the aircraft while the aircraft is under contract. *Guarantees* We have guaranteed the obligations of SkyWest Airlines under the United Express Agreement and the Delta Connection Agreement for the E175 aircraft. In addition, we have guaranteed certain other obligations under our aircraft financing and leasing agreements. We have guaranteed $11.8 million in promissory notes of a third party in the event the third party defaults on its payments. The third party’s loans are secured by aircraft and engines. **Seasonality** Our results of operations for any interim period are not necessarily indicative of those for an entire year, because the airline industry is subject to seasonal fluctuations and general economic conditions. Our operations are somewhat favorably affected by increased travel on our prorate routes, historically occurring during the summer months, and unfavorably affected by decreased travel during the months of November through February and by inclement weather, which may occasionally or frequently, depending on the severity of the inclement weather in any given winter, result in cancelled flights during the winter months. ## ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in market risk from the information provided in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2025, except as follows: **Aircraft Fuel** In the past, we have not experienced sustained material difficulties with fuel availability, and we currently expect to be able to obtain fuel at prevailing prices in quantities sufficient to meet our future needs. Pursuant to our capacity purchase agreements, United, Delta, American and Alaska have agreed to bear the economic risk of fuel price fluctuations on our contracted flights. We bear the economic risk of fuel price fluctuations on our prorate and charter operations. For the three months ended June 30, 2026, approximately 18.9% of our total flying agreements revenue was derived from prorate agreements and charter operations. For the three months ended June 30, 2026, the average price per gallon of aircraft fuel was $4.45. For illustrative purposes only, we have estimated the impact of the market risk of fuel price fluctuations on our prorate and charter operations using a hypothetical increase of 25% in the price per gallon we purchase. Based on this hypothetical assumption, we would have incurred an additional $15.1 million in fuel expense for the three months ended June 30, 2026. ## ITEM 4. CONTROLS AND PROCEDURES ​ **Disclosure Controls and Procedures** ​ Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, accurately and within the time periods specified in the rules and forms of the SEC. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of June 30, 2026, those controls and procedures were effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. ​ **Changes in Internal Control** ​ During the six months ended June 30, 2026, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Exchange Act). ​ **PART II. OTHER INFORMATION** ## ITEM 1. LEGAL PROCEEDINGS We are subject to certain legal actions which we consider routine to our business activities. As of June 30, 2026, our management believed, after consultation with legal counsel, that the ultimate outcome of such legal matters was not likely to have a material adverse effect on our financial position, liquidity or results of operations. ## ITEM 1A. RISK FACTORS In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the SEC, which factors could materially affect our business, financial condition and results of operations. The risks described in our reports filed with the SEC are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations. ## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Our Board of Directors has adopted a stock repurchase program which authorizes us to repurchase shares of our common stock in the public market or in private transactions, from time to time, at prevailing prices. Our stock repurchase program adopted in May 2023 authorized the repurchase of up to $250.0 million of our common stock. The Board approved a $250.0 million increase to the existing stock repurchase program in May 2025 and an additional $250 million increase to the existing stock repurchase program in July 2026. Following such increase, we are authorized to repurchase up to approximately $313 million of our common stock. The following table summarizes the repurchases under our stock repurchase program during the three months ended June 30, 2026: | Line item | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of a Publicly Announced Program (1) | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in Thousands) | | --- | --- | --- | --- | --- | | April 1, 2026 - April 30, 2026 | 197,711 | $90.91 | 197,711 | $119,809 | | May 1, 2026 - May 31, 2026 | 194,910 | $84.51 | 194,910 | $103,337 | | June 1, 2026 - June 30, 2026 | 440,235 | $91.17 | 440,235 | $63,201 | | Total | 832,856 | $89.55 | 832,856 | $63,201 | (1) In May 2023, our Board of Directors approved a stock repurchase program and authorized us to repurchase up to $250.0 million of our common stock. In May 2025, the Board approved a $250.0 million increase to the existing stock repurchase program. Purchases are made at management’s discretion based on market conditions and financial resources. As of June 30, 2026, we had repurchased 7,291,575 shares of our common stock for $436.8 million and had $63.2 million remaining availability under the stock repurchase program. In July 2026, subsequent to the end of the quarter, the Board approved an additional $250 million increase to the existing stock repurchase program. The July 2026 increase is not reflected in the “Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program” column in the able above, which reflects only amount available as of the end of each month during the quarter ended June 30, 2026. ## ITEM 5. OTHER INFORMATION ​ During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ## ITEM 6. EXHIBITS ​ | | | | --- | --- | | 3.1 | Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-3 filed on November 18, 2005). | | 3.2 | Amended and Restated Bylaws of SkyWest Inc., effective August 6, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 8, 2024). | | *†10.1 | Amendment No. 21, dated April 1, 2026, to Capacity Purchase Agreement, dated May 16, 2013, between United Airlines, Inc. and SkyWest Airlines, Inc. | | *†10.2 | Amendment No. 1, dated May 21, 2026, to Amended and Restated Capacity Purchase Agreement, dated November 3, 2025, between American Airlines, Inc. and SkyWest Airlines, Inc. | | *†10.3 | Amendment No. 2, dated June 25, 2026, to Amended and Restated Capacity Purchase Agreement, dated November 3, 2025, between American Airlines, Inc. and SkyWest Airlines, Inc. | | *†10.4 | Amendment No. 2, dated May 22, 2026, to Purchase Agreement COM0247-25, dated June 17, 2025, between Embraer S.A. and SkyWest Inc. | | *†10.5 | Amendment No. 1, dated May 22, 2026, to Letter Agreement COM0250-25, dated June 17, 2025, between Embraer S.A. and SkyWest Inc. related to that certain Purchase Agreement COM0247-25, dated June 17, 2025, between Embraer S.A. and SkyWest Inc. | | *†10.6 | Amendment No. 2, dated June 22, 2026, to Letter Agreement COM0250-25, dated June 17, 2025, between Embraer S.A. and SkyWest Inc. related to that certain Purchase Agreement COM0247-25, dated June 17, 2025, between Embraer S.A. and SkyWest Inc. | | 31.1 | Certification of Chief Executive Officer | | 31.2 | Certification of Chief Financial Officer | | 32.1 | Certification of Chief Executive Officer | | 32.2 | Certification of Chief Financial Officer | | 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ​ \* Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, certain exhibits and schedules to this agreement have been omitted. Such exhibits and schedules are described in the referenced agreement. The Company hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules. † Certain portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K promulgated by the Securities and Exchange Commission. ​ ​ **SIGNATURE** ​ Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, to be signed on its behalf by the undersigned, thereunto duly authorized, on July 24, 2026. ​ ​ ​ ​ ​ SKYWEST, INC. ​ ​ ​ ​ By /s/ Robert J. Simmons ​ ​ Robert J. Simmons ​ ​ Chief Financial Officer ​ ​ ​ 43 --- ## EX-10.1 SEC source: [skyw-20260630xex10d1.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d1.htm) **Exhibit 10.1** Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The omitted information is indicated by [***]. Execution Version TWENTY-FIRST AMENDMENT TO CAPACITY PURCHASE AGREEMENT This Twenty-First Amendment (together with the Attachments hereto, this “**Amendment**”) is entered into effective as of April 1, 2026 (the “**Amendment Effective Date**”) by and between UNITED AIRLINES, INC., a Delaware corporation, with its corporate offices located at 233 S. Wacker Drive, Chicago, Illinois 60606 (“**United**”) and SKYWEST AIRLINES, INC., a Utah corporation, having its principal mailing address at 444 South River Road, St. George, Utah 84790 (“**Contractor**”, and together with United, the “**parties**”). All terms and provisions set forth in this Amendment are effective as of the Amendment Effective Date. **WHEREAS**, the parties previously entered into that certain Capacity Purchase Agreement dated as of May 16, 2013 (such agreement, as amended from time to time, the “**Agreement**” or the “**CPA**”); **WHEREAS**, the parties wish to add [***] Embraer model E170 aircraft (70-seat single class coach configuration) (the “**Tranche 10 Aircraft**”) as Covered Aircraft under the Agreement, subject to the terms and conditions of the Agreement (as amended by this Amendment) applicable to such Tranche 10 Aircraft, which Tranche 10 Aircraft are more specifically described with numbers [***] through and including [***] of Schedule 1 to the Agreement (as such schedule is revised by this Amendment); **WHEREAS**, concurrent with the Actual In-Service Date (as defined in the Agreement) of each Tranche 10 Aircraft, one (1) 2018 Extended CRJ-700 Aircraft, as referenced in the 2003 Agreement, will be removed from the 2003 Agreement, in each case pursuant to the terms and conditions of the Agreement (as amended by this Amendment); and accordingly, concurrent with the execution of this Amendment, the 2003 Agreement is being amended by the Seventy-First Amendment thereto (such 2018 Extended CRJ-700 Aircraft so removed from the 2003 Agreement (the “**Early Removed 2018 Extended CRJ-700 Aircraft**”)); and **WHEREAS**, Contractor and United further wish to amend certain other provisions of the Agreement. **NOW THEREFORE**, in consideration of the foregoing and other good and valuable consideration, the receipt, validity and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows: **SECTION 1.****Defined Terms**. Capitalized terms used in this Amendment that are defined in the Agreement and are not otherwise defined in this Amendment shall have the meanings given to them in the Agreement. **SECTION 2.****Certain Amendments**. 2.1 Section 2.1(d). Section 2.1(d) of the Agreement is hereby amended and restated as follows: (d)Spare Aircraft. Contractor shall maintain the number of spare regional jet aircraft (excluding Tranche 9 Aircraft and Tranche 10 Aircraft) equal [***]. The spare regional jet aircraft required under this Section 2.1(d) shall be constituted from Covered Aircraft (the “Spare Aircraft”). Contractor shall be entitled to use the Spare Aircraft in Contractor’s reasonable discretion to replace another ​ regional jet aircraft in the operation of a flight scheduled in the Final Monthly Schedule. In addition, subject to applicable Reasonable Operating Constraints and Conditions, Contractor shall use such Spare Aircraft to operate flights as directed by United (unless such Spare Aircraft was, prior to such direction by United, already scheduled as contemplated by the immediately preceding sentence), including flights originally scheduled to be operated by United or other United service providers. 2.2 Section 3.2(a). Section 3.2(a) of the Agreement is hereby deleted in its entirety and replaced with the following: (a)Effective from and after January 1, 2020, United and Contractor shall adhere to the provisions set forth in Schedule 10 (all such provisions, collectively, the “Incentive Program”) under which Contractor’s monthly compensation under this Agreement shall be adjusted (the aggregate monthly adjustment for any given calendar month, the “Monthly Incentive Adjustment”) as more fully set forth in the Incentive Program (it being understood that, if the Monthly Incentive Adjustment under the Incentive Program would result in a payment to Contractor, then Contractor’s monthly compensation payable under this Agreement pursuant to Section 3.6 shall be increased by the Monthly Incentive Adjustment, and, if the Monthly Incentive Adjustment under the Incentive Program would result in a credit to United, then Contractor’s monthly compensation payable under this Agreement pursuant to Section 3.6 shall be reduced by the Monthly Incentive Adjustment). 2.3 Section 3.6(c)(iii). Section 3.6(c)(iii) of the Agreement is hereby deleted in its entirety and replaced with the following: (iii) Reimbursement for Crew Start-Up Training Costs. In the month of each applicable Actual In-Service Date, United shall reimburse Contractor up to [\*\*\*] per Tranche 5 Aircraft delivery, in each case, for Contractor’s reasonable and documented costs attributable to crew start-up training. [\*\*\*] 2.4 Section 8.7. The Agreement is hereby amended by adding a new Section 8.7 as follows: 8.7Removal of Tranche 10 Aircraft. Notwithstanding anything in this Agreement to the contrary, at any time and from-time-to- time, United shall have the right, exercisable in its sole discretion by delivery of written notice to Contractor (such notice, a “Tranche 10 Aircraft Termination Notice”), to remove from the scope of this Agreement one or more Tranche 10 Aircraft prior to its Scheduled Exit Date. Each Tranche 10 Aircraft Termination Notice shall specify the number of Tranche 10 Aircraft to be so removed, together with a removal date no sooner than [***] days following such notice. 2.5 Section 10.2(d). Section 10.2(d) of the Agreement is hereby amended and restated as follows: [***] ​ ​ 2 2.6[***] 2.7Schedules. The following schedules are hereby amended and restated or otherwise added, as the case maybe: (i) Schedule 1 to the Agreement is hereby deleted and replaced with the revised Schedule 1 attached hereto as Attachment 1. (ii) Schedule 1D to the Agreement is hereby deleted and replaced with the revised Schedule 1D attached hereto as Attachment 2. (iii) Schedule 2 to the Agreement is hereby deleted and replaced with the revised Schedule 2 attached hereto as Attachment 3. (iv) Schedule 10 to the Agreement is hereby added with the version of Schedule 10 attached hereto as Attachment 4. 2.8Exhibit A – New Terms. Exhibit A to the Agreement is hereby amended by adding new definitions, or, as applicable, restating definitions, as follows: Early Removed 2018 Extended CRJ-700 Aircraft – has the meaning given to such term in the Twenty-First Amendment. Tranche 10 Aircraft – means the [***] Embraer model E170 aircraft (70-seat) single class coach configuration) to be operated by Contractor under the Agreement and identified as such on Schedule 1 to the Agreement (as amended from time to time). Tranche 10 Aircraft Termination Notice – has the meaning given to such term in Section 8.7. Twenty-First Amendment – means that certain Twenty-First Amendment to this Agreement dated as of April 1, 2026. **SECTION 3.****Miscellaneous****.** 3.1Each party hereto represents and warrants to the other party hereto that (a) the execution and delivery of this Amendment and the performance of the obligations by such person contemplated herein have been duly authorized by all necessary corporate and shareholder action by such party, (b) such person has full power and authority to execute and deliver this Amendment and to perform its respective obligations hereunder, and (c) the execution and delivery of this Amendment and the performance of the obligations by such person contemplated herein does not, and will not, result in any violation, default or breach, or require any consent under, or give rise to a right of termination, cancelation or acceleration of any material right or material obligation under any agreement to which such party is a party thereto. 3.2Except as otherwise amended herein, the Agreement will remain in full force and effect. The terms of this Amendment, including any Attachments attached hereto, are deemed to be incorporated in, and made a part of, the Agreement. In the case of any conflict between this Amendment and any prior amendments to the Agreement duly executed by the parties, this Amendment shall control. This Amendment may be executed in any number of counterparts, by original or facsimile signature, each of ​ 3 which when executed and delivered shall be deemed an original and such counterparts together shall constitute one and the same instrument. 3.3This Amendment may be executed in one or more counterparts, and each such executed counterpart shall be deemed an original, but all of such executed counterparts together shall constitute one and the same instrument. This Amendment (together with the attachments) constitutes the entire agreement among the parties, and supersedes any other agreements, representations, warranties, covenants, communications, or understandings, whether oral or written (including, but not limited to, e-mail and other electronic correspondence), that may have been made or entered into by or among any of the parties or any of their respective affiliates or agents relating in any way to the transactions contemplated by this Amendment. [*Signature page follows*] ​ 4 IN WITNESS WHEREOF, the parties hereto have by their duly authorized officers caused this Amendment to be entered into and signed as of the Amendment Effective Date. ​ **UNITED AIRLINES, INC.** **​ ​ ​** **SKYWEST AIRLINES, INC.** ​ ​ ​ By: /s/ Patrick Quayle ​ By: /s/ Wade Steel ​ Patrick Quayle ​ ​ Wade Steel ​ SVP Global Network Planning and Alliances ​ ​ Chief Commercial Officer ​ ​ **ATTACHMENT 1** ​ **SCHEDULE 1** **Covered Aircraft** ​ [***] ​ ​ ​ **ATTACHMENT 2** ​ **SCHEDULE 1D** **Tranche 8 Scheduled In-Service Dates** ​ [***] ​ ​ ​ **ATTACHMENT 3** ​ **SCHEDULE 2** **Compensation for Carrier Controlled Costs** ​ As provided in Thirteenth Amendment to the Agreement dated December 14, 2022, Schedule 2 was revised to reflect the Compensation for Carrier Controlled Costs for periods from and after October 1, 2022. For periods prior October 1, 2022, the Compensation for Carrier Controlled Costs shall be as in effect immediately prior to October 1, 2022. For periods from and after October 1, 2022, the Compensation for Carrier Controlled Costs shall be as provided in Schedule 2 as amended from time to time. Accordingly, the following rates shall apply per corresponding year and as to the applicable tranche of all Covered Aircraft and shall become effective at the Actual In-Service Date for each applicable Covered Aircraft. [see attached] ​ [***] ​ ​ ​ **ATTCHMENT 4** **Schedule 10** **Incentive Program** 1.**On Time Adjustment.** An adjustment to Contractor’s aggregate compensation for on- time performance will be determined monthly, as set forth below, with such adjustment to be determined per aircraft fleet type and per hub location (the “**On-Time Adjustment**”). With respect to each Hub Location, the calculation of an adjustment, if any shall be determined as follows: [***] Where: Z = [***] Hub Location = any of United’s hubs (DEN, EWR, IAD, IAH, ORD, LAX, SFO) Departures = the departure of a scheduled flight, excluding charter flights, extra sections, unscheduled flights, maintenance flights, ferry flights, or other non-revenue flights. Controllable Departures = the sum of all Departures to or from such Hub Location, excluding any applicable Excused Departures. For the avoidance of doubt, any hub-to- hub departures will only be included for the departing hub. Excused Departures = [***] Monthly Historical Percentage = [***] On-Time Departure = Departure to or from such Hub Location no later than the scheduled departure time. The foregoing calculations will be aggregated for all Hub Locations, and if the aggregate On-Time Adjustment amount for any month is less than zero, the absolute value of such amount shall be credited to United, and, if the aggregate On-Time Adjustment amount is greater than zero, such amount shall be paid by United to Contractor. **2.****Controllable Cancellation Adjustment.** A controllable cancellation adjustment amount will be determined monthly (the “**Controllable Cancellation Adjustment Amount**”), as set forth below: [***] If the Controllable Cancellation Adjustment Amount for any month is less than zero, then the absolute value of such amount shall be credited to United, and, if the aggregate Controllable Cancellation Adjustment Amount is greater than zero, then such amount shall be paid by United to Contractor. **3.****Long Controllable Delays**. Each calendar month a long delay adjustment amount (a “**Long Delay Adjustment Amount**”), as set forth below. If the resulting value is less than zero, then the absolute value of such amount will be credited to United. If such value is greater than zero, then United shall pay such amount to Contractor. ​ [***] ​ --- ## EX-10.2 SEC source: [skyw-20260630xex10d2.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d2.htm) **Exhibit 10.2** Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The omitted information is indicated by [***]. **AMENDMENT NO. 1 TO AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT** This Amendment No. 1 to Amended and Restated Capacity Purchase Agreement (this “Amendment”) is dated and made effective as of May 21, 2026 (the “Amendment No. 1 Effective Date”), between **AMERICAN AIRLINES, INC.**, a Delaware corporation (together with its successors and permitted assigns, “American”), and **SKYWEST AIRLINES, INC.**, a Utah corporation (together with its successors and permitted assigns, “Contractor”). **WHEREAS**, on November 3, 2025, American entered into that certain Amended and Restated Capacity Purchase Agreement with Contractor (the “Capacity Purchase Agreement”), to establish the terms by which Contractor will provide Regional Airline Services (as defined in the Capacity Purchase Agreement) utilizing certain regional aircraft on behalf of American; **WHEREAS**, it is in the best interests of the parties hereto to amend the Capacity Purchase Agreement to reflect the agreements set forth herein; and **WHEREAS**, all capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Capacity Purchase Agreement. **NOW**, **THEREFORE**, for and in consideration of the mutual covenants and agreements herein contained, American, on the one hand, and Contractor, on the other hand, agree to the following amendments to the Capacity Purchase Agreement: 1. Section 4.09(b) and Section 4.09(c) of the Capacity Purchase Agreement are hereby deleted in their entirety and restated to read as follows: [***] 2. Article IV of the Capacity Purchase Agreement is hereby amended by adding a new Section 4.10 to the end thereof to read as follows: **Section 4.10**[***] **Covered Aircraft Swap**. (a)The Parties agree that pursuant to the terms of this Section 4.10, Contractor shall Withdraw [***] Covered Aircraft so long as, concurrent with such Withdrawal, Contractor shall simultaneously replace such Withdrawn [***] Covered Aircraft with a corresponding [***] aircraft (with [***] seats, as directed by American depending on its scope limitations). The [***] Covered Aircraft on *Schedule 1* noted with a “^^” have been preliminarily identified by the Parties as the Covered Aircraft that shall be Withdrawn. Contractor will provide at least [***] days’ prior Notice to American of (i) the anticipated date of Withdrawal of such [***] Covered Aircraft, (ii) its tail number (and if such tail number is not one noted with a “^^” on Schedule 1, then American’s Consent is required to Withdraw such aircraft) and (iii) any details reasonably requested by American regarding the [***] aircraft that will replace such [***] Covered Aircraft. The [***] aircraft will be in [***] seat configuration unless American provides Notice to Contractor within [***] days of receipt of the Notice from Contractor of the anticipated date of Withdrawal that American has elected a [***] seat configuration. For the avoidance of doubt, in no event may a [***] Covered Aircraft be Withdrawn or removed from service under this Section 4.10 unless Contractor simultaneously provides a new [***] aircraft that meets the requirements of this Section. ​ The Parties acknowledge that the anticipated date of Withdrawal may change based the availability of the [***] aircraft. Contractor shall promptly provide Notice of any change in the anticipated date of Withdrawal. (b)Notwithstanding the requirements of [***], as of the date of Withdrawal of the applicable [***] Aircraft, the replacement [***] Covered Aircraft will be in the condition as provided for in [***] and with the Satellite Wi-Fi Program as required by [***]. American shall have the opportunity to inspect and approve each such [***] aircraft prior to commencement of services hereunder to confirm that such aircraft meets the required delivery conditions, all as reasonably determined by American. [***] (c)For the avoidance of doubt, nothing in this Section 4.10 shall in any way affect Contractor’s obligations under Section 3.09, including its obligation to provide Substitute Heavy Maintenance Aircraft. 3. Schedule 1 of the Capacity Purchase Agreement (Covered Aircraft) shall be replaced in its entirety with Schedule 1 attached hereto. 4. [\*\*\*] 5. Section I[\*\*\*] of Schedule 3 of the Capacity Purchase Agreement is hereby deleted in its entirety and restated to read as follows: [***] 6. Section II[\*\*\*] of Schedule 3 of the Capacity Purchase Agreement is hereby deleted in its entirety and restated to read as follows: [***] 7. Section II[\*\*\*] of Schedule 3 of the Capacity Purchase Agreement is hereby amended by adding a new Section II[\*\*\*] to the end thereof to read as follows: [***] 8. The first sentence of Section IV [\*\*\*] of Schedule 3 of the Capacity Purchase Agreement is hereby deleted in its entirety and restated to read as follows: [***] 9. Schedule 13 of the Capacity Purchase Agreement (Satellite Wi-Fi Program) shall be replaced in its entirety with Schedule 13 attached hereto. 10. A new Schedule 18 shall be added to the Capacity Purchase Agreement as set forth in Schedule 18 attached hereto. 11. Exhibit A (Definitions) of the Capacity Purchase Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order: “Reconfiguration” shall mean the Reconfiguration (CRJ-700), Reconfiguration (CRJ-900) and/or Reconfiguration (EMB-175), as applicable. ​ ​ “Reconfiguration (EMB-175)” shall mean the reconfiguration of each of the Reconfiguration Aircraft (EMB-175), including from a [***] and undergoing the Satellite Wi-Fi Program as described in Schedule 13, in accordance with the terms and conditions of Section 4.09(b) and Section 4.09(c). “Reconfiguration Maintenance (EMB-175)” shall mean non-routine, unscheduled maintenance for a Reconfiguration Aircraft (EMB-175) that is necessary and required to be completed by the FAA, to the extent such required maintenance is discovered by Contractor during the course of the Reconfiguration (EMB-175) of such Reconfiguration Aircraft (EMB-175); [***]. 12. The references to “Section 4.09(b)(iii)” in Exhibit A of the Capacity Purchase Agreement are all hereby replaced with references to “Section 4.09(b)(ii).” 13. Miscellaneous. (a)This Amendment shall become effective as of the Amendment No. 1 Effective Date upon receipt by American of each of the following, in form and substance reasonably satisfactory to American: (i) a copy of this Amendment, duly executed and delivered by Contractor; and (ii) any other documents or agreements reasonably requested by American in connection with the transactions contemplated by this Amendment. (b)Except as amended and modified hereby, any and all of the terms and provisions of the Capacity Purchase Agreement shall remain in full force and effect and are hereby in all respects ratified and confirmed by Contractor. Contractor hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Contractor under the Capacity Purchase Agreement. Each reference in the Capacity Purchase Agreement to “*this Agreement,*” “*hereunder,*” “*hereof,*” “*herein*” or words of like import, and each reference in the Capacity Purchase Agreement (or other agreements, documents or other instruments executed and delivered pursuant to the Capacity Purchase Agreement) to the “Capacity Purchase Agreement,” shall mean and be a reference to the Capacity Purchase Agreement as amended by this Amendment. (c)THIS AMENDMENT, THE CAPACITY PURCHASE AGREEMENT, AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH REPRESENT THE ENTIRE AND FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [Remainder of Page Intentionally Left Blank; Signature Page(s) Follow(s).**]** ​ ​ **IN WITNESS WHEREOF**, American and Contractor shall have executed this Amendment as of the date first set forth above. ​ ​ **AMERICAN AIRLINES, INC.** ​ ​ ​ By: /s/ Brandon Kahle ​ ​ Name: Brandon Kahle ​ ​ Title: Senior Vice President of American Eagle, Regional ​ ​ ​ Operations and Business Transformation ​ ​ **SKYWEST AIRLINES, INC.** ​ ​ ​ By: /s/ Wade Steel ​ ​ Name: Wade Steel ​ ​ Title: Chief Commercial Officer ​ ​ **SCHEDULE 1** [***] ​ **SCHEDULE 13** **[***]** ​ **SCHEDULE 18** [***] --- ## EX-10.3 SEC source: [skyw-20260630xex10d3.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d3.htm) **Exhibit 10.3** ​ Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The omitted information is indicated by [***]. ​ ​ Execution Version ​ June 25, 2026 ​ Via E-mail and FedEx ​ SkyWest Airlines, Inc. 444 South River Road St. George, Utah 847790 Attn: Wade Steel wade.steel@skywest.com ​ Re: Amendment No. 2 to Capacity Purchase Agreement ​ Ladies and Gentlemen: ​ Reference is made to that certain Amended and Restated Capacity Purchase Agreement, dated as of November 3, 2025, between American Airlines, Inc. and SkyWest Airlines, Inc. (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Capacity Purchase Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Capacity Purchase Agreement. ​ The Parties desire to amend the Capacity Purchase Agreement on the terms and conditions as set forth in this Amendment No. 2 (this “Amendment”). Therefore, for and in consideration of the mutual covenants and agreements herein contained, and contained in the Capacity Purchase Agreement, American, on the one hand, and SkyWest, on the other hand, agree as follows: ​ 1. [\*\*\*] ​ 2. [\*\*\*] ​ 3. **Miscellaneous**. ​ a. This Amendment shall become effective upon receipt by American of each of the following, in form and substance reasonably satisfactory to American (i) a copy of this Amendment, duly executed and delivered by Contractor; and (ii) any other documents or agreements reasonably requested by American in connection with the transactions contemplated by this Amendment. ​ b. Except as amended and modified hereby, any and all of the terms and provisions of the Capacity Purchase Agreement shall remain in full force and effect and are hereby in all respects ratified and confirmed by Contractor. Contractor hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Contractor under the Capacity Purchase Agreement. Each reference in the Capacity Purchase Agreement to “*this Agreement,*” “*hereunder,*” “*hereof,*” “*herein*” or words of like import, and each reference in the Capacity Purchase Agreement (or other agreements, documents or other instruments executed and delivered ​ ​ ​ pursuant to the Capacity Purchase Agreement) to the “Capacity Purchase Agreement,” shall mean and be a reference to the Capacity Purchase Agreement as amended by this Amendment. ​ c. THIS AMENDMENT, THE CAPACITY PURCHASE AGREEMENT, AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH REPRESENT THE ENTIRE AND FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ​ [Remainder of Page Intentionally Left Blank; Signature Page Follows] ​ ​ 2 ​ If you are in agreement with the foregoing, please sign where indicated below and return a signed copy of this Amendment to us. ​ Very truly yours, AMERICAN AIRLINES, INC. ​ By: /s/ Brandon Kahle ​ ​ Name: Brandon Kahle ​ ​ Title: Senior Vice President of American Eagle, Regional Operations and Business Transformation ​ ​ Acknowledged and Agreed: SKYWEST AIRLINES, INC. ​ By: /s/ Wade Steel ​ ​ Name: Wade Steel ​ ​ Title: Chief Commercial Officer ​ ​ 3 --- ## EX-10.4 SEC source: [skyw-20260630xex10d4.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d4.htm) **Exhibit 10.4** Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The omitted information is indicated by [***]. ​ **AMENDMENT No. 2 TO** **PURCHASE AGREEMENT COM0247-25** ​ This Amendment No.2 (COM0168-26) (the "Amendment No. 2") dated as of May 22, 2026, is between **EMBRAER S.A.**, a corporation existing under the laws of Brazil, with office at Avenida Brigadeiro Faria Lima, 2170, in the City of São José dos Campos, State of São Paulo, Brazil ("Embraer" or “Seller”) and **SKYWEST, INC.** ("Buyer"), individually referred to herein as a “Party” and collectively as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0247-25 dated June 17, 2025, as amended and assigned from time to time (the "Purchase Agreement"). All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement, and in case of any conflict between this Amendment No.2 and the Purchase Agreement, this Amendment No.2 shall control. **WHEREAS,** Buyer wishes to accelerate the Contractual Delivery Date of [***] Aircraft from [***] to [***]; **WHEREAS**, the specific configuration of each Aircraft [***] through [***] will be according to Attachment A2 as set forth herein, with the specific configuration of Aircraft #1 being in accordance with Attachment A2 as in effect immediately prior to this Amendment No. 2. **NOW, THEREFORE**, for good and valuable consideration, which is hereby acknowledged, Embraer and Buyer hereby agree as follows: **1.** **INTERPRETATION** As a result of Buyer’s acceleration request of [***] Aircraft from [***] to [***], Article 1.1.4 of the Purchase Agreement is hereby deleted and replaced in its entirety as follows: “1.1.4. “Aircraft”: means (i) with respect to referenced aircraft [***]through and including aircraft [***] and aircraft [***] through and including [***] in Attachment “E” to this Agreement as may be amended or supplemented from time to time, the EMBRAER 175 LR [***] aircraft manufactured by Seller according to Attachments “A1” and “A2” as may be amended or supplemented from time to time, equipped with two engines identified therein (the “E175 Aircraft”); and (ii) with respect to referenced aircraft [***] through and including aircraft [***] in Attachment “E” to this Agreement as may be amended or supplemented from time to time, the EMBRAER 175 LL (also known as E170+) [***] aircraft manufactured by Seller according to Attachment “A” as may be amended or supplemented from time to time, equipped with two engines identified therein, (the “E170+ Aircraft”) (collectively, the “Aircraft”); ​ ​ ​ **AMENDMENT No. 2 TO** **PURCHASE AGREEMENT COM0247-25** ​ **2.** **CONFIGURATION CHANGES TO THE AIRCRAFT** **2.1.** **Bleed Overpressure Relief Installation** Seller has proposed and Buyer has accepted, in accordance with Article 11 of the Purchase Agreement, the change described on the SkyWest 175-PMC/0016, related to the incorporation of the SB###-##-#### "Bleed Overpressure Relieve Valve” installation as forward line fit solution. [***] [***] **2.2.** **Pylon Blow-Out Doors** Seller has proposed and Buyer has accepted, in accordance with Article 11 of the Purchase Agreement, the change described on the SkyWest 175-PMC/0017, related to the incorporation of the SB170-54-0021 "Pylon Blow-Out Doors” installation as forward line fit solution. [***] [***] **3.** **PRICE** As a result of the changes referred to in Article 2 above, the entire Article 3 of the Purchase Agreement is hereby deleted and replaced in its entirety as follows: “3.1The Aircraft Basic Price for the E175 Aircraft and the E170+ Aircraft, as the case may be, in United States dollars, for each applicable Aircraft are [***] 3.2The Services, Technical Publications and other services specified in Attachment “B” are to be provided [***]. Additional technical publications as well as other services will be billed to Buyer in accordance with Seller’s rates, prevailing at the time Buyer places a purchase order for such additional technical publications or other services [***]. 3.3For the avoidance of doubt, the Aircraft Basic Price applicable to Aircraft [***] through [***], as outlined in the table above, will be escalated to the Aircraft Contractual Delivery Date according to the Escalation Formula (including the Escalation Cap) as per Schedule B to the Letter Agreement. The Aircraft Basic Price for Aircraft [***] through [***] will be escalated to the Aircraft Contractual Delivery Date according to the Escalation Formula (including the Escalation Cap) as per Attachment D. Such price as escalated will be the Aircraft Purchase Price and it will be provided by Seller to Buyer [***] prior to each Aircraft Contractual Delivery Date.” ​ ​ ​ Amendment No. 2 to Purchase Agreement COM0247-25 ​ COM0168 -26 Page 2 of 4 ​ **AMENDMENT No. 2 TO** **PURCHASE AGREEMENT COM0247-25** ​ **4.** **ATTACHMENT CHANGE** As a result of the changes set forth in Article 2 above, Attachments “A”, “A1” and “A2” of the Purchase Agreement are hereby deleted and replaced in their entirety by the Attachments “A”, “A1” and “A2” attached to this Amendment No. 2 [***]. **5.** **DELIVERY** Attachment “E” to the Purchase Agreement is hereby deleted and replaced in its entirety by Attachment “E” attached to this Amendment No. 2. **6.** **REINSTATEMENT OF PURCHASE AGREEMENT** All terms and conditions of the Purchase Agreement and its Attachments not specifically modified by this Amendment No. 2 will remain in full force and effect without any change. **7.** **COUNTERPARTS AND ELECTRONIC SIGNING** This Amendment No. 2 may be executed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together will constitute one and the same instrument. The Parties hereto acknowledge and agree that this Amendment No. 2 may be executed electronically through trusted digital signatures systems, as the case may be, and that such digital signatures will be as legal and binding as manually executed, wet ink original signatures of the respective Parties. This Amendment No. 2 may be exchanged by e-mail attaching a copy of the signed Agreement in portable document format with originals to follow by an internationally recognized courier. [SIGNATURE PAGE FOLLOWS] ​ ​ ​ Amendment No. 2 to Purchase Agreement COM0247-25 ​ COM0168 -26 Page 3 of 4 ​ **AMENDMENT No. 2 TO** **PURCHASE AGREEMENT COM0247-25** ​ IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have executed this Amendment No. 1 to be effective on the date first written above. ​ **EMBRAER S.A.** ​ **SKYWEST, INC.** ​ ​ ​ By: /s/ Marcelo Santiago ​ By: /s/ Wade Stell ​ ​ ​ ​ ​ Name: Marcelo Santiago ​ Name: Wade Steel Title: VP Contracts & Asset Mgmt ​ Title: Chief Commercial Officer ​ By: /s/ Fernando Bueno ​ ​ ​ ​ ​ ​ Name: Fernando Bueno ​ ​ Title: Director, Proposal and Contracts ​ ​ ​ ​ ​ Place: São José dos Campos, SP, Brazil ​ Place: St. George, Utah, USA ​ ​ ​ ​ ​ ​ ​ ​ ​ Amendment No. 2 to Purchase Agreement COM0247-25 ​ COM0168 -26 Page 4 of 4 ​ **ATTACHMENT A** **EMBRAER 175 AIRCRAFT CONFIGURATION (E170+ [***])** ​ **1.** **STANDARD AIRCRAFT** The EMBRAER E170+ Aircraft [***] shall be manufactured according [***], which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below. **2.** **OPTIONAL EQUIPMENT:** [***] **3.** **FINISHING** The E170+ Aircraft will be delivered to Buyer as follows: **3.1** **EXTERIOR FINISHING:** The fuselage of the E170+ Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Seller by Buyer on or before [***] prior to the first E170+ Aircraft Contractual Delivery Date. The wings and the horizontal stabilizer shall be supplied in the standard colours, i.e., grey BAC707. The choices of colour and paint scheme made by Buyer shall apply to all E170+ Aircraft, unless Buyer provides written notice of a new colour and paint scheme not less than [***] prior to the relevant E170+ Aircraft Contractual Delivery Date. **3.2** **INTERIOR FINISHING:** Buyer shall inform Seller during the customer check list definition (“CCL”), to be held no later than [***] prior to the applicable E170+ Aircraft Contractual Delivery Date, of its choice of materials and colours of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain, from the choices offered by and available at Seller. In case Buyer opts to use different materials and/or patterns, Seller will submit to Buyer a Proposal of Major Change (“PMC”) describing the impacts of such option, if any. Should Buyer not approve such PMC, the interior shall be built according to the choices offered by and available at Seller. Once defined, for the applicable CCL the choices of interior finishing made by Buyer shall apply to all applicable E170+ Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Seller, Buyer shall present a written request to Seller not less than [***] prior to the relevant E170+ Aircraft Contractual Delivery Date and Seller will submit the relevant quotation to the approval of Buyer within [***] from the date such request is received by Seller. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer. ​ ​ ​ Attachment “A” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 1 of 3 ​ **ATTACHMENT A** **EMBRAER 175 AIRCRAFT CONFIGURATION (E170+ [***])** ​ **3.3** **BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):** Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to Seller for installation in the Aircraft as BFE. Materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE equipment or quality restrictions that prevent the installation thereof in the time frame required by the E170+ Aircraft manufacturing process shall entitle Seller to either delay the delivery of the E170+ Aircraft for a period related to the delay of the BFE or present the E170+ Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the E170+ Aircraft. All BFE equipment shall be delivered in DDP conditions (INCOTERMS 2020) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Seller. Galley inserts (such as coffee makers, water boilers, ovens), trolleys and standard units and medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical product, shall be acquired by Buyer and installed on the E170+ Aircraft by Buyer after delivery thereof as BIE. [***] **3.4** **SELLER RIGHT TO PERFORM FOR BUYER:** If, after written notice from Seller to Buyer, Buyer fails to make any choice or definition which Buyer is required to make within [***] after such notice regarding the exterior and interior finishing of any E170+ Aircraft or to inform Seller thereof, Seller shall have the right, but not the obligation, to tender the E170+ Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Seller at its reasonable discretion. The taking of any such action by Seller pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s non-performance of such obligation, nor an election or waiver by Seller of any remedy or right available to Seller under the Purchase Agreement. No compensation to Buyer or reduction of the E170+ Aircraft Basic Price shall be due by virtue of the taking of any such actions by Seller and Seller shall be entitled to charge Buyer for the amount of the reasonable expenses incurred by Seller in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer within [***] from the presentation of the respective invoice by Seller to Buyer. ​ ​ ​ Attachment “A” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 2 of 3 ​ **ATTACHMENT A** **EMBRAER 175 AIRCRAFT CONFIGURATION (E170+ [***])** ​ **4.** **REGISTRATION MARKS, TRANSPONDER AND ELT CODES:** The E170+ Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Seller by Buyer no later than [***] before each relevant E170+ Aircraft Contractual Delivery. Seller shall be entitled to tender the E170+ Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Seller in due time. **5.** **EXPORT CONTROL ITEMS** The E170+ Aircraft contains (i) an IESI (Integrated Electronic Standby Instrument System) manufactured by Thales Avionics with an embedded QRS-11 gyroscopic microchip used for emergency backup and flight safety information, and (ii) IRU (Inertial Reference Unit) manufactured by Honeywell International. The IESI and the IRU that are incorporated into this E170+ Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government. IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A” SHALL PREVAIL. ​ ​ ​ ​ Attachment “A” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 3 of 3 ​ **ATTACHMENT A1** **EMBRAER 175 AIRCRAFT CONFIGURATION (E175 [***])** ​ **1.** **STANDARD AIRCRAFT** The EMBRAER E175 Aircraft [***] shall be manufactured according [***], which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below. **2.** **OPTIONAL EQUIPMENT:** [***] **3.** **FINISHING** The Aircraft will be delivered to Buyer as follows: **3.1** **EXTERIOR FINISHING:** The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Seller by Buyer on or before [***] prior to the first Aircraft Contractual Delivery Date. The wings and the horizontal stabilizer shall be supplied in the standard colours, i.e., grey BAC707. The choices of colour and paint scheme made by Buyer shall apply to all Aircraft, unless Buyer provides written notice of a new colour and paint scheme not less than [***] prior to the relevant Aircraft Contractual Delivery Date. **3.2** **INTERIOR FINISHING:** Buyer shall inform Seller during the customer check list definition (“CCL”), to be held no later than [***] prior to the applicable Aircraft Contractual Delivery Date, of its choice of materials and colours of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain, from the choices offered by and available at Seller. In case Buyer opts to use different materials and/or patterns, Seller will submit to Buyer a Proposal of Major Change (“PMC”) describing the impacts of such option, if any. Should Buyer not approve such PMC, the interior shall be built according to the choices offered by and available at Seller. Once defined, for the applicable CCL the choices of interior finishing made by Buyer shall apply to all applicable Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Seller, Buyer shall present a written request to Seller not less than [***] prior to the relevant Aircraft Contractual Delivery Date and Seller will submit the relevant quotation to the approval of Buyer within [***] from the date such request is received by Seller. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer. ​ ​ ​ Attachment “A1” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 1 of 3 ​ **ATTACHMENT A1** **EMBRAER 175 AIRCRAFT CONFIGURATION (E175 [***])** ​ **3.3** **BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):** Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to Seller for installation in the Aircraft as BFE. Materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE equipment or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Seller to either delay the delivery of the Aircraft for a period related to the delay of the BFE or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (INCOTERMS 2020) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Seller. Galley inserts (such as coffee makers, water boilers, ovens), trolleys and standard units and medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical product, shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery thereof as BIE. [***] **3.4** **SELLER RIGHT TO PERFORM FOR BUYER:** If, after written notice from Seller to Buyer, Buyer fails to make any choice or definition which Buyer is required to make within [***] after such notice regarding the exterior and interior finishing of any Aircraft or to inform Seller thereof, Seller shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Seller at its reasonable discretion. The taking of any such action by Seller pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s non-performance of such obligation, nor an election or waiver by Seller of any remedy or right available to Seller under the Purchase Agreement. No compensation to Buyer or reduction of the Aircraft Basic Price shall be due by virtue of the taking of any such actions by Seller and Seller shall be entitled to charge Buyer for the amount of the reasonable expenses incurred by Seller in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer within [***] from the presentation of the respective invoice by Seller to Buyer. **4.** **REGISTRATION MARKS, TRANSPONDER AND ELT CODES:** ​ ​ ​ Attachment “A1” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 2 of 3 ​ **ATTACHMENT A1** **EMBRAER 175 AIRCRAFT CONFIGURATION (E175 [***])** ​ The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Seller by Buyer no later than [***] before each relevant Aircraft Contractual Delivery. Seller shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Seller in due time. **5.** **EXPORT CONTROL ITEMS** The Aircraft contains (i) an IESI (Integrated Electronic Standby Instrument System) manufactured by Thales Avionics with an embedded QRS-11 gyroscopic microchip used for emergency backup and flight safety information, and (ii) IRU (Inertial Reference Unit) manufactured by Honeywell International. The IESI and the IRU that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government. IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A1” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A1” SHALL PREVAIL. ​ ​ ​ ​ Attachment “A1” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 3 of 3 ​ **ATTACHMENT “E”** **AIRCRAFT DELIVERY SCHEDULE** ​ **1.** **STANDARD AIRCRAFT** The EMBRAER E175 Aircraft [***] shall be manufactured according [***], which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below. **2.** **OPTIONAL EQUIPMENT:** [***] **3.** **FINISHING** The Aircraft will be delivered to Buyer as follows: **3.1** **EXTERIOR FINISHING:** The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Seller by Buyer on or before [***] prior to the first Aircraft Contractual Delivery Date. The wings and the horizontal stabilizer shall be supplied in the standard colours, i.e., grey BAC707. The choices of colour and paint scheme made by Buyer shall apply to all Aircraft, unless Buyer provides written notice of a new colour and paint scheme not less than [***] prior to the relevant Aircraft Contractual Delivery Date. **3.2** **INTERIOR FINISHING:** Buyer shall inform Seller during the customer check list definition (“CCL”), to be held no later than [***] prior to the applicable Aircraft Contractual Delivery Date, of its choice of materials and colours of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain, from the choices offered by and available at Seller. In case Buyer opts to use different materials and/or patterns, Seller will submit to Buyer a Proposal of Major Change (“PMC”) describing the impacts of such option, if any. Should Buyer not approve such PMC, the interior shall be built according to the choices offered by and available at Seller. Once defined, for the applicable CCL the choices of interior finishing made by Buyer shall apply to all applicable Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Seller, Buyer shall present a written request to Seller not less than [***] prior to the relevant Aircraft Contractual Delivery Date and Seller will submit the relevant quotation to the approval of Buyer within [***] from the date such request is received by Seller. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer. ​ ​ ​ Attachment “A2” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 1 of 3 ​ **ATTACHMENT “E”** **AIRCRAFT DELIVERY SCHEDULE** ​ **3.3** **BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):** Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to Seller for installation in the Aircraft as BFE. Materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE equipment or quality restrictions that prevent the installation thereof in the time frame required by the Aircraft manufacturing process shall entitle Seller to either delay the delivery of the Aircraft for a period related to the delay of the BFE or present the Aircraft to Buyer without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment shall be delivered in DDP conditions (INCOTERMS 2020) to C&D Zodiac – 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely informed by Seller. Galley inserts (such as coffee makers, water boilers, ovens), trolleys and standard units and medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical product, shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery thereof as BIE. [***] **3.4** **SELLER RIGHT TO PERFORM FOR BUYER:** If, after written notice from Seller to Buyer, Buyer fails to make any choice or definition which Buyer is required to make within [***] after such notice regarding the exterior and interior finishing of any Aircraft or to inform Seller thereof, Seller shall have the right, but not the obligation, to tender the Aircraft for delivery (a) painted white and (b) fitted with an interior finishing selected by Seller at its reasonable discretion. The taking of any such action by Seller pursuant to this Article shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s non-performance of such obligation, nor an election or waiver by Seller of any remedy or right available to Seller under the Purchase Agreement. No compensation to Buyer or reduction of the Aircraft Basic Price shall be due by virtue of the taking of any such actions by Seller and Seller shall be entitled to charge Buyer for the amount of the reasonable expenses incurred by Seller in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer within [***] from the presentation of the respective invoice by Seller to Buyer. ​ ​ ​ Attachment “A2” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 2 of 3 ​ **ATTACHMENT “E”** **AIRCRAFT DELIVERY SCHEDULE** ​ **4.** **REGISTRATION MARKS, TRANSPONDER AND ELT CODES:** The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Seller by Buyer no later than [***] before each relevant Aircraft Contractual Delivery. Seller shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Seller in due time. **5.** **EXPORT CONTROL ITEMS** The Aircraft contains (i) an IESI (Integrated Electronic Standby Instrument System) manufactured by Thales Avionics with an embedded QRS-11 gyroscopic microchip used for emergency backup and flight safety information, and (ii) IRU (Inertial Reference Unit) manufactured by Honeywell International. The IESI and the IRU that are incorporated into this Aircraft are subject to export control under United States of America law. Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government. IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A2” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A2” SHALL PREVAIL. ​ ​ ​ ​ Attachment “A2” to Purchase Agreement COM0247-25 ​ Amendment No. 2 – COM0168-26 Page 3 of 3 ​ **ATTACHMENT “E”** **AIRCRAFT DELIVERY SCHEDULE** ​ **Aircraft Delivery Schedule (ref. Purchase Agreement Article 5)** [***] ​ Attachment “E” to Purchase Agreement COM0247-25 ​ Amendment No. 2 COM0016-26 Page 1 of 1 ​ --- ## EX-10.5 SEC source: [skyw-20260630xex10d5.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d5.htm) **Exhibit 10.5** ​ Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The omitted information is indicated by [***]. ​ **AMENDMENT No. 1 TO** **LETTER AGREEMENT COM0250-25** ​ This Amendment No.1 COM169-26 (the “Amendment No. 1”) dated as of May 22, 2026, is between **EMBRAER S.A.** (“Seller”) and **SkyWest Inc.** (“Buyer”), individually referred to herein as a “Party” and collectively referred to herein as the “Parties”, and constitutes an amendment and modification to the Letter Agreement COM0250-25 dated June 17, 2025 (the “Letter Agreement”). All capitalized terms used in this Amendment No. 1 which are not defined herein shall have the meaning given in the Purchase Agreement or Letter Agreement, as applicable. In the event of any conflict between this Amendment No. 1 and the Purchase Agreement or Letter Agreement, this Amendment No. 1 shall control. **WHEREAS,** Seller and Buyer executed on June 17, 2025 the Purchase Agreement COM0247-25 (as amended from time to time, the “Purchase Agreement”); **WHEREAS**, Buyer has requested to accelerate the Contractual Delivery Dates of [***] Aircraft from [***] to [***]; [***] **NOW, THEREFORE**, for good and valuable consideration which is hereby acknowledged, Seller and Buyer hereby agree as follows: **1.** [\*\*\*] **2.** [\*\*\*] **3.** **COUNTERPARTS** **AND ELECTRONIC SIGNING** This Amendment No. 1 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument. The Parties hereto acknowledge and agree that this Amendment No. 1 may be executed electronically through trusted digital signatures systems, as the case may be, and that such digital signatures will be as legal and binding as manually executed, wet ink original signatures of the respective Parties. This Amendment No. 1 may be exchanged by e-mail attaching a copy of the signed Amendment No. 1 in portable document format with originals to follow by an internationally recognized courier. **4. MISCELLANEOUS** All other terms and conditions of the Letter Agreement, which are not specifically amended by ​ ​ **AMENDMENT No. 1 TO** **LETTER AGREEMENT COM0250-25** ​ this Amendment No. 1, shall remain in full force and effect without any change. ​ ​ ​ [INTENTIONALLY LEFT BLANK- SIGNATURE PAGE FOLLOWS] ​ ​ ​ Amendment No. 1 to Letter Agreement COM0250-25 Page 2 of 3 COM0169-26 ​ ​ **AMENDMENT No. 1 TO** **LETTER AGREEMENT COM0250-25** ​ IN WITNESS WHEREOF, Seller and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 1 to Letter Agreement on the date first written above. ​ **EMBRAER S.A.** ​ ​ ​ **SKYWEST INC.** ​ ​ ​ By /s/ Marcelo Santiago ​ By /s/ Wade Steel Name: Marcelo Santiago ​ Name: Wade Steel Title: VP Contracts & Asset Mgmt ​ Title: Chief Commercial Officer ​ ​ ​ ​ ​ By /s/ Fernando Bueno ​ ​ ​ Name: Fernando Bueno ​ ​ ​ Title: Director, Proposal and Contracts ​ ​ ​ ​ ​ ​ ​ ​ Place: São José dos Campos,SP,Brazil ​ Place: St George, Utah, USA ​ ​ Amendment No. 1 to Letter Agreement COM0250-25 Page 3 of 3 COM0169-26 ​ ​ --- ## EX-10.6 SEC source: [skyw-20260630xex10d6.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex10d6.htm) **Exhibit 10.6** ​ Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The omitted information is indicated by [***]. ​ **AMENDMENT No. 2 TO** **LETTER AGREEMENT COM0250-25** ​ This Amendment No.2 COM281-26 (the "Amendment No. 2") dated as of June 22, 2026, is between **EMBRAER S.A.** ("Seller") and **SkyWest, Inc.** (“Buyer”), individually referred to herein as a “Party” and collectively referred to herein as the “Parties”, and constitutes an amendment and modification to the Letter Agreement COM0250-25 dated June 17, 2025 (the “Letter Agreement”). ​ **WHEREAS,** concurrent with the execution of the Letter Agreement, Seller and Buyer executed on June 17, 2025, that certain Purchase Agreement COM0247-25 (as amended from time to time, the “Purchase Agreement”); ​ **WHEREAS,** concurrent with the execution of the Letter Agreement and the Purchase Agreement, Buyer and Seller amended that certain Purchase Agreement COM0028-13 dated February 15, 2013, pursuant to which Seller agreed to sell, and Buyer agreed to purchase, certain aircraft, all as set forth therein (such purchase agreement, as amended from time to time, the “2013 PA”); ​ **WHEREAS**, [***] ​ **WHEREAS**, [***] All capitalized terms used in this Amendment No. 2 which are not defined herein shall have the meaning given in the Purchase Agreement or Letter Agreement, as applicable. In the event of any conflict between this Amendment No. 2 and the Purchase Agreement or Letter Agreement, this Amendment No. 2 shall control. ​ **NOW, THEREFORE**, for good and valuable consideration which is hereby acknowledged, Seller and Buyer hereby agree as follows: ​ **1.** **[\*\*\*]** ​ **2. COUNTERPARTS** **AND ELECTRONIC SIGNING** This Amendment No. 2 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument. The Parties hereto acknowledge and agree that this Amendment No. 2 may be executed electronically through trusted digital signatures systems, as the case may be, and that such digital signatures will be as legal and binding as manually executed, wet ink original signatures of the respective Parties. This Amendment No. 2 may be exchanged by e-mail attaching a copy of the signed Amendment No. 2 in portable document format with originals to follow by an internationally recognized courier. ​ ​ ​ ​ ​ ​ ​​ Amendment No. 2 to Letter Agreement COM0250-25 COM0281-26 Page 1 of 3 ​ **AMENDMENT No. 2 TO** **LETTER AGREEMENT COM0250-25** **3. MISCELLANEOUS** ​ All other terms and conditions of the Letter Agreement, which are not specifically amended by this Amendment No. 2, shall remain in full force and effect without any change. ​ [INTENTIONALLY LEFT BLANK- SIGNATURE PAGE FOLLOWS] ​ ​ ​ ​ ​ ​​ Amendment No. 2 to Letter Agreement COM0250-25 COM0281-26 Page 2 of 3 ​ **AMENDMENT No. 2 TO** **LETTER AGREEMENT COM0250-25** ​ IN WITNESS WHEREOF, Seller and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 2 to Letter Agreement on the date first written above. ​ **EMBRAER S.A.** ​ ​ ​ **SKYWEST, INC.** By /s/ Marcelo Pereira Santiago ​ By /s/ Wade Steel Name: Marcelo Pereira Santiago ​ Name: Wade Steel Title: VP Contracts & Asset Mgmt ​ Title: Chief Commercial Officer ​ ​ ​ ​ ​ By /s/ Marc Thomas Ahlgrimm ​ ​ ​ Name: Marc Thomas Ahlgrimm ​ ​ ​ Title: Director, Contracts ​ ​ ​ ​ ​ ​ ​ ​ Place: São José dos Campos,SP,Brazil ​ Place: St. George, Utah, USA ​ ​ ​ ​ ​​ Amendment No. 2 to Letter Agreement COM0250-25 COM0281-26 Page 3 of 3 ​ --- ## EX-31.1 SEC source: [skyw-20260630xex31d1.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex31d1.htm) **Exhibit 31.1** ​ CERTIFICATION ​ I, Russell A. Childs, certify that: ​ 1. I have reviewed this Quarterly Report on Form 10-Q of SkyWest, Inc. for the quarter ended June 30, 2026. ​ 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. ​ 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report. ​ 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: ​ a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; ​ b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; ​ c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and ​ d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and ​ 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): ​ a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and ​ b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. ​ ay ​ Date: July 24, 2026 ​ ​ ​ /s/ Russell A. Childs ​ ​ ​ Russell A. Childs ​ Chief Executive Officer and President ​ ​ --- ## EX-31.2 SEC source: [skyw-20260630xex31d2.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex31d2.htm) **Exhibit 31.2** ​ CERTIFICATION ​ I, Robert J. Simmons, certify that: ​ 1. I have reviewed this Quarterly Report on Form 10-Q of SkyWest, Inc. for the quarter ended June 30, 2026. ​ 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. ​ 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report. ​ 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: ​ a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; ​ b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; ​ c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and ​ d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and ​ 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): ​ a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and ​ b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. ​ ​ ​ Date: July 24, 2026 ​ ​ ​ /s/ Robert J. Simmons ​ ​ ​ Robert J. Simmons ​ Chief Financial Officer ​ ​ --- ## EX-32.1 SEC source: [skyw-20260630xex32d1.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex32d1.htm) **Exhibit 32.1** ​ CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 ​ In connection with the Quarterly Report on Form 10-Q of SkyWest, Inc. (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Russell A. Childs, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: ​ (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and ​ (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. ​ ​ ​ /s/ Russell A. Childs ​ ​ ​ Russell A. Childs ​ Chief Executive Officer and President ​ July 24, 2026 ​ ​ This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. --- ## EX-32.2 SEC source: [skyw-20260630xex32d2.htm](https://www.sec.gov/Archives/edgar/data/793733/000110465926086641/skyw-20260630xex32d2.htm) **Exhibit 32.2** ​ CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 ​ In connection with the Quarterly Report on Form 10-Q of SkyWest, Inc. (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Simmons, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: ​ (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and ​ (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. ​ ​ ​ /s/ Robert J. Simmons ​ ​ ​ Robert J. Simmons ​ Chief Financial Officer ​ July 24, 2026 ​ ​ This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.