PROSPECTUS
HAWAIIAN HOLDINGS, INC.
Common Stock
Preferred Stock
Depositary Shares
Warrants
Debt Securities
Purchase Contracts
Subscription Rights
Units
HAWAIIAN AIRLINES, INC.
Debt Securities
The
securities covered by this prospectus may be sold by Hawaiian Holdings, Inc. and its wholly-owned subsidiary Hawaiian Airlines, Inc., from time to time, together or separately. This prospectus provides you with a general description of the
securities.
Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific
information about the offering and the amounts, prices and terms of the securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The supplement and any related free writing
prospectus may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, together with
any documents incorporated by reference, before you invest in any of our securities.
We may offer and sell the securities
described in this prospectus, any prospectus supplement and any related free writing prospectus to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods on a continuous or
delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be
calculable from the information set forth, in the applicable prospectus supplement. The price of our public securities and the net proceeds we expect to receive from the sale of such securities will also be set forth in a prospectus supplement. See
the sections of this prospectus entitled About this Prospectus and Plan of Distribution for more information.
The common stock of Hawaiian Holdings, Inc. is listed on The Nasdaq Global Select Market (Nasdaq) under the symbol HA.
In addition, the selling securityholders described in this prospectus, including the United States Department of the Treasury, to which
we are issuing warrants in connection with financial assistance received pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), may from time to time offer or sell the securities identified above. The selling
securityholders may offer and sell our securities to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods on a continuous or delayed basis. If any underwriters, dealers or
agents are involved in the sale of securities by the selling securityholders, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information
set forth, in the applicable prospectus supplement. The price to the public of the securities and the net proceeds any selling securityholders expect to receive from the sale of such securities will also be set forth in a prospectus supplement. We
will not receive any proceeds from the sale of our securities by the selling securityholders. See the sections of this prospectus entitled About this Prospectus and Plan of Distribution for more information.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS BEGINNING ON
PAGE 3 OF THIS PROSPECTUS AND IN ANY SIMILAR SECTION CONTAINED IN OR INCORPORATED BY REFERENCE HEREIN OR IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
No
securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.
The date of this prospectus is August 7, 2020.