Sec Form 4 Filing - Mannis Avi @ HAWAIIAN HOLDINGS INC - 2024-09-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mannis Avi 2. Issuer Name and Ticker or Trading Symbol HAWAIIAN HOLDINGS INC [ HA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CHIEF MARKETING OFFICER (Last) (First) (Middle) C/O HAWAIIAN HOLDINGS, INC., 3375 KOAPAKA STREET, SUITE G-350 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2024 (Street) HONOLULU, HI96819 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/18/2024 A 57,620 ( 1 ) A $ 0 129,000 D Common Stock 09/18/2024 J( 2 ) 2,246 D $ 0 126,754 D Common Stock 09/18/2024 D 126,754 ( 3 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mannis Avi C/O HAWAIIAN HOLDINGS, INC. 3375 KOAPAKA STREET, SUITE G-350 HONOLULU, HI96819 EVP & CHIEF MARKETING OFFICER Signatures /s/ Aaron Alter, by power of attorney 09/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the acquisition of shares at the closing of the Merger (as defined below) pertaining to (i) performance-based restricted stock units ("PRSUs") granted on February 23, 2022, and tied to the achievement of an adjusted EBITDA target in fiscal year 2024, (ii) PRSUs granted on April 6, 2023 and July 1, 2023, and tied to the achievement of an adjusted EBITDAR target in fiscal year 2025, and (iii) PRSUs granted on April 6, 2023 and July 1, 2023, and tied to the achievement of a total shareholder return ("TSR") or relative TSR target over the performance period. ( 2 )The Compensation Committee of the Board of Directors determined that the TSR performance target for the PRSUs granted on February 23, 2022, was not achieved in full; therefore 2,246 shares subject to such grant were forfeited. The acquisition of shares pursuant to the PRSUs granted on February 23, 2022, and tied to the TSR performance target was previously reported on a Form 4 filed with the U.S. Securities and Exchange Commission on February 25, 2022. This disposition is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rule 16b-3 promulgated under the Act. ( 3 )Certain of these shares are represented by previously reported restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger dated December 2, 2023, by and among Hawaiian Holdings, Inc. (the "Company"), Alaska Air Group, Inc., a Delaware corporation ("Parent"), and Marlin Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), on September 18, 2024, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding vested and unvested RSU was cancelled and converted into the right to receive an amount equal to $18.00 in cash (the "Merger Consideration"). ( 4 )In connection with the Merger, each issued and outstanding share of the Company's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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