| Business Combination, Contingent Consideration |
The total purchase consideration was as follows: | | | | | | | (in thousands) | May 13, 2026 | | Purchase consideration | | | Cash | $ | 223,431 | | | Shares | 634,788 | | Add: Pre-combination value of replaced and accelerated equity awards | 21,173 | | Add: Consideration paid with respect to Amazon warrants | 16,185 | | Add: Termination payment under Tax Receivable Agreement | 80,461 | | Total purchase consideration | $ | 976,038 | |
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| Business Combination Preliminary Allocation |
The following table presents the preliminary allocation of the purchase price as of the closing date and as adjusted as of September 30, 2026: | | | | | | | | | | | | | (in thousands) | As of May 13, 2026 | | As of September 30, 2026 | | Cash and cash equivalents | $ | 119,618 | | | $ | 119,618 | | | Restricted cash | 20,272 | | 20,272 | | Short-term investments | 47,134 | | 47,134 | | Accounts receivable | 77,010 | | 77,010 | | Short term lessor maintenance deposits | 37,268 | | 37,268 | | Expendable parts, supplies and fuel, net | 12,356 | | 12,356 | | Prepaid expenses and other current assets | 23,510 | | 23,510 | | Property and equipment, net | 1,048,057 | | 1,045,228 | | Goodwill | 465,719 | | 465,207 | | Other intangible assets | 21,600 | | 21,600 | | Long-term investments | 4,980 | | 4,980 | | Operating lease right-of-use assets, net | 10,819 | | 10,819 | | Deposits and other assets | 85,322 | | 85,322 | | Total assets acquired | 1,973,665 | | 1,970,324 | | | | | | Accounts payable | 97,108 | | 97,108 | | Accrued liabilities | 65,253 | | 65,253 | | Current operating lease liabilities | 3,756 | | 3,756 | | Air traffic liability | 137,306 | | 137,306 | | Current loyalty program liability | 9,495 | | 9,495 | | Current maturities of long-term debt and finance lease obligations, net of related costs | 137,114 | | 137,114 | | Long-term debt and finance lease obligations, net of current maturities and related costs | 433,150 | | 433,150 | | Deferred income taxes | 89,496 | | 86,155 | | Noncurrent operating lease liabilities | 8,725 | | 8,725 | | Noncurrent loyalty program liability | 4,890 | | 4,890 | | Other noncurrent liabilities | 11,334 | | 11,334 | | Total liabilities assumed | 997,627 | | 994,286 | | | | | | Total consideration | $ | 976,038 | | | $ | 976,038 | |
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| Business Combination, Pro Forma Information |
The pro forma information includes adjustments for estimated acquisition-related costs of $92.0 million, which includes acquisition related costs and change in control payments, assumed to have been incurred on January 1, 2025.
| | | | | | | | | | | | | | | | | | | | | | | | | Consolidated Pro Forma Results | | Three Months Ended September 30, | | Nine Months Ended September 30, | | (in thousands) | 2026 | | 2025 | | 2026 | | 2025 | | Operating revenues | $961,559 | | $817,470 | | $3,109,550 | | $2,796,198 | | Net income | (3,111) | | (37,052) | | 100,850 | | (104,540) |
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