Harbor Diversified (HRBR) flags late Q3 2025 10-Q, missing 2024 filings and significant operational changes

Rhea-AI Filing Summary

Harbor Diversified, Inc. has filed a Form 12b-25 to notify the SEC that it will not file its Form 10-Q for the quarter ended September 30, 2025 on time and does not expect to file it within the standard 5-day extension period. The company cites the need for additional time to finalize its financial statements after significant effort devoted to completing its Form 10-K for the year ended December 31, 2023 and prior 2024 quarterly reports. The company also discloses that it has not yet filed its Form 10-K for the fiscal year ended December 31, 2024 or its Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

The company anticipates significant changes in its financial condition and results of operations for the period ended September 30, 2025 compared with the same period in 2024, driven by the previously announced termination of a capacity purchase agreement with American Airlines, a strategic shift in operations and consideration of other strategic alternatives, and a workforce reduction plan. It states that, due to uncertainties around its strategic realignment, it cannot provide a reasonable estimate of future operating results or compare them to prior periods.

Positive

• None.

Negative

• Harbor Diversified will not file its September 30, 2025 Form 10-Q on time and does not expect to meet the 5-day extension window, highlighting ongoing reporting delays.
• Multiple key SEC reports remain unfiled, including the Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025.
• The company anticipates significant negative changes in financial condition and results of operations for the period ended September 30, 2025 compared with the prior-year period, driven by termination of a capacity purchase agreement with American Airlines, a strategic shift, and a workforce reduction plan.
• Management states it cannot provide a reasonable estimate of future operating results or compare them to prior periods due to uncertainties in its strategic realignment.

Insights

Equity and credit risk analyst

Late filing, multiple missing reports, and expected major operational changes increase uncertainty for Harbor Diversified.

Harbor Diversified has notified that its Form 10-Q for the quarter ended September 30, 2025 will be filed late and not within the usual 5-day extension. This delay follows extensive work on its Form 10-K for the year ended December 31, 2023 and earlier 2024 quarterly reports, indicating ongoing accounting and reporting complexity. The company also confirms that its Form 10-K for the fiscal year ended December 31, 2024 and its Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025 remain unfiled, pointing to a significant reporting backlog.

The company further warns of significant changes in financial condition and results of operations for the September 30, 2025 period versus the prior year, primarily linked to termination of a capacity purchase agreement with American Airlines, a strategic shift in operations and strategic alternatives, and a workforce reduction plan. It explicitly states that it cannot reasonably estimate future operating results or compare them with prior periods because of uncertainties in its strategic realignment. Together, the late filings, missing periodic reports, and anticipated significant operational and financial changes are likely to be viewed as materially negative developments.

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SEC FILE NUMBER
001-34584
CUSIP NUMBER
41150R102

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR
		For Period Ended: September 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Not applicable.

PART I — REGISTRANT INFORMATION

Harbor Diversified, Inc.

Full Name of Registrant

Former Name if Applicable

W6390 Challenger Drive, Suite 203

Address of Principal Executive Office (Street and Number)

Appleton, WI 54914-9120

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☐		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (06-19) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

This Form 12b-25 (Notification of Late Filing) is being filed by Harbor Diversified, Inc. (the “Company”) to seek an extension of the filing deadline for its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Quarterly Report”) pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company has determined that it is unable to file the Quarterly Report by the prescribed due date without unreasonable effort or expense. The Company requires additional time to finalize its financial statements for the fiscal quarter ended September 30, 2025. The delay in filing the Quarterly Report is a consequence of the considerable time and resources dedicated by the Company and its independent registered public accounting firm to complete certain items with respect to the preparation, audit and review of the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2024, and the preparation and review of the Company’s financial statements included in its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, which were filed with the Commission on March 28, 2025, April 11, 2025 and May 16, 2025, respectively. As a result, the Company does not expect to file the Quarterly Report within the 5-day extension period provided under Rule 12b-25 under the Exchange Act.

Cautionary Note Regarding Forward-Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. These forward-looking statements include statements regarding the expected timing of the filing of the Quarterly Report. Forward-looking statements include all statements that are not solely historical facts and can be identified by terms such as “believe,” “anticipate,” “could,” “estimate,” “expect,” “may,” “should,” or similar expressions. Investors are cautioned not to place undue reliance on these forward-looking statements, which are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the risks and uncertainties addressed under the heading “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, and the other filings the Company makes with the Commission from time to time. These forward-looking statements speak only as of the date of this Form 12b-25, and the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances occurring after the date hereof.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Ryan C. Wilkins, Esq.

949

725-4115

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☐ No ☒

Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates significant changes in its financial condition and results of operations for the period ended September 30, 2025 relative to the period ended September 30, 2024, primarily as a result of the previously announced (1) termination of the capacity purchase agreement, dated August 19, 2022, previously entered into by and between the Company and American Airlines, Inc., (2) strategic shift in its operations and consideration of other strategic alternatives, and (3) implementation of a workforce reduction plan. Due to the uncertainties associated with the implementation of the Company’s strategic realignment, it is unable to provide a reasonable estimate of its anticipated operating results for the any future period or a comparison of its future results of any prior period results.

Harbor Diversified, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 10, 2025				By:		/s/ Christine R. Deister
				Its:		Chief Executive Officer and Secretary

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did Harbor Diversified (HRBR) file a Form 12b-25 for its September 30, 2025 10-Q?

Harbor Diversified filed Form 12b-25 to state that it cannot file its Form 10-Q for the quarter ended September 30, 2025 by the prescribed due date without unreasonable effort or expense and requires additional time to finalize its financial statements.

Will Harbor Diversified (HRBR) file its September 30, 2025 Form 10-Q within the standard 5-day extension?

No. The company states that it does not expect to file the Form 10-Q for the quarter ended September 30, 2025 within the 5-day extension period allowed under Rule 12b-25.

Which other SEC reports has Harbor Diversified (HRBR) not yet filed?

Harbor Diversified discloses that it has not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025.

Does Harbor Diversified (HRBR) expect significant changes in its results for the quarter ended September 30, 2025?

Yes. The company anticipates significant changes in its financial condition and results of operations for the period ended September 30, 2025 compared with the same period in 2024.

What factors are driving the expected significant changes in Harbor Diversified’s (HRBR) financial condition and results?

The company cites the previously announced termination of a capacity purchase agreement with American Airlines, a strategic shift in its operations and consideration of other strategic alternatives, and implementation of a workforce reduction plan.

Can Harbor Diversified (HRBR) provide an estimate of its future operating results?

No. Due to uncertainties associated with its strategic realignment, Harbor Diversified states it is unable to provide a reasonable estimate of anticipated operating results for any future period or comparisons to prior periods.