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ALASKA AIR GROUP, INC.

For the period ended May 12, 2026. Filed Mar 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 12, 2026 · Filed Mar 30, 2026

ALK$38.94+0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

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

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

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11.

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.

March 30, 2026 Dear Shareholders: On behalf of the Board of Directors, we invite you to attend Alaska Air Group’s 2026 Annual Meeting of Shareholders, which will be held on Tuesday, May 12, 2026, beginning at 8:00 a.m. Pacific Daylight Time. This year’s Annual Meeting will be conducted via webcast only. You can attend online at www.virtualshareholdermeeting.com/alk2026, where you will be able to vote and submit questions electronically during the meeting. Specific instructions for accessing the meeting are provided in the notice, proxy card or voting instruction form you received. In addition to our proxy materials posted at www.proxyvote.com, you can access a copy of these proxy materials at www.alaskaair.com under About Alaska/Investor Relations. We hope you will join us on May 12 as we discuss Alaska Air Group’s 2025 financial and operational performance and vote on issues of importance to our company and to you. Whether or not you choose to participate on meeting day, your vote is important, and we encourage you to cast your ballot in one of the ways outlined in this Proxy Statement. Sincerely,
Patricia M. BedientBen Minicucci
Board ChairPresident and Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

The Board of Directors (the Board) of Alaska Air Group, Inc. (Alaska Air Group, Air Group or the Company) is soliciting proxies for the 2026 Annual Meeting of Shareholders (the Annual Meeting). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

DATETuesday, May 12, 2026
TIME8:00 a.m. Pacific Daylight Time
VIRTUAL MEETING ACCESSwww.virtualshareholdermeeting.com/alk2026
MATTERS TO BE VOTED ON1.Election of the 10 nominees named in this Proxy Statement to the Board of Directors, each for a one-year term; 2.Approval (on an advisory basis) of the compensation of the Company’s Named Executive Officers; 3.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants (the independent accountants) for fiscal year 2026; and4.Other business as may properly come before the meeting or any postponement or adjournment thereof.

The Board has set Monday, March 16, 2026 as the record date for the Annual Meeting. This means that owners of Alaska Air Group common stock as of the close of business on that date are entitled to receive this notice, attend and vote during the Annual Meeting. There were 113,310,158 shares of Air Group common stock outstanding on the record date.

Internet Availability of Proxy Materials. On or about March 30, 2026, shareholders of record, beneficial owners and employee participants in the Company’s 401(k) plans were mailed a Notice of Internet Availability of Proxy Materials (the Notice) directing them to www.proxyvote.com where they can access the Company’s 2026 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 (the Annual Meeting Materials). The Company’s 2025 Form 10-K was filed with the Securities and Exchange Commission (SEC) on February 12, 2026. If you prefer to receive a paper copy of the proxy materials, please follow the instructions on the Notice and Annual Meeting Materials will be mailed to you.

Attending the Annual Meeting. The Company will host the Annual Meeting live via an audio webcast. Any shareholder can listen to and participate in the Annual Meeting. Whether or not you attend the meeting, you are encouraged to vote online, by phone or by completing, signing and mailing your voting instruction form or proxy prior to the meeting.

Submit Your Questions. The Company invites you to submit any questions of general shareholder interest to the Assistant Corporate Secretary via email at kelley.harrison@alaskaair.com, or via the Shareholder Forum at www.proxyvote.com. You can submit questions beginning on March 30, 2026. Questions of general interest will be answered during the meeting as time permits. The Company will also include answers to your questions on www.alaskaair.com under About Alaska/Investor Relations following the meeting. If you encounter issues accessing the website or the virtual meeting, please contact kelley.harrison@alaskaair.com.

ALASKA AIR GROUP, INC.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

TO OUR SHAREHOLDERS1
PROXY STATEMENT SUMMARY3
Matters to be Voted On3
Governance Highlights4
The Board5
Board Skills Matrix6
Executive Compensation Practices7
CORPORATE GOVERNANCE8
Board Leadership8
Executive Sessions8
Risk Oversight9
Board Evaluation Process9
Director Orientation and Continuing Education10
Other Directorships10
Code of Conduct and Ethics10
Insider Trading Policy10
Prohibition of Speculative Transactions in Company Securities11
Approach to Corporate Impact11
Shareholder Communications13
Shareholder Proposals and Rule 14a-814
Virtual Meeting Philosophy15
ELECTION OF DIRECTORS16
Proposal 1: Election of Directors to One-Year Terms16
Structure of the Board of Directors25
Director Independence30
Director Nomination Policy31
Certain Relationships and Related Person Transactions36
2025 Director Compensation37
Director Stock Ownership Policy38
NAMED EXECUTIVE OFFICER COMPENSATION39
Proposal 2: Approval (on an Advisory Basis) of the Compensation of the Company’s Named Executive Officers39
Compensation Discussion and Analysis41
Compensation and Leadership Development Committee Report57
Compensation and Leadership Development Committee Interlocks and Insider Participation57
2025 Summary Compensation Table58
2025 Grants of Plan-Based Awards60
Outstanding Equity Awards at 2025 Fiscal Year End61
2025 Option Exercises and Stock Vested64
Pension and Other Retirement Plans65
2025 Nonqualified Deferred Compensation66
Potential Payments Upon Change in Control and Termination67
CEO Pay Ratio71
Pay vs. Performance73
AUDIT COMMITTEE MATTERS78
Proposal 3: Ratification of the Appointment of the Company’s Independent Registered Public Accountants78
Independent Registered Public Accountants78
Audit Committee Report80
SECURITIES OWNERSHIP81
Securities Ownership of Management81
More than 5% Beneficial Owners82
EQUITY COMPENSATION PLAN INFORMATION83
QUESTIONS AND ANSWERS84
APPENDIX AA-1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING AND OTHER STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. Forward-looking statements may be identified by words like “anticipate,” “expect,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or the Company’s present expectations. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” Some of these risks include competition; labor costs, relations, and availability; general economic conditions; increases in operating costs, including fuel; geopolitical developments, including military operations, sanctions and related impacts on fuel cost and airspace availability; uncertainties regarding the ability to successfully integrate the operations of the acquisition of Hawaiian Holdings, Inc. and the ability to realize anticipated benefits from such acquisition; inability to meet cost reduction and other strategic goals; seasonal fluctuations in demand and financial results; supply chain risks; events that negatively impact aviation safety and security; the ability to use net operating loss carryforwards; and changes in laws and regulations that impact our business.

The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Furthermore, certain statements in this Proxy Statement, particularly pertaining to our sustainability performance, goals and initiatives, are subject to additional risks and uncertainties, including regarding: gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; our reference to various sustainability reporting standards and frameworks (including standards for the measurement of underlying data), which continue to evolve; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes but that is informed by various sustainability standards and frameworks (including standards for the measurement of underlying data) and the interest of various stakeholders. However, we cannot guarantee strict adherence to framework recommendations and much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.

Website References

You may also access additional information about Alaska Air Group at investor.alaskaair.com. References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement.

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