AAWW / Atlas Air Worldwide Holdings Inc. - Documentos protocolados na SEC, Relatório Anual, Declaração de Procuração

AAWW / Atlas Air Worldwide Holdings Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11 )* Atlas Air Worldwide Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

CT ORDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION September 8, 2023 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Atlas Air Worldwide Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-16545 ATLAS AIR WORLDWIDE HOLDINGS, INC. (Exact name of registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16545 Atlas

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

Investor Group Led by Apollo, Together With J.F. Lehman & Company and Hill City Capital, Completes Acquisition of Atlas Air Worldwide Atlas Air Worldwide Becomes Privately Held Company

Exhibit 99.1 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors – [email protected] Media – [email protected] Investor Group Led by Apollo, Together With J.F. Lehman & Company and Hill City Capital, Completes Acquisition of Atlas Air Worldwide Atlas Air Worldwide Becomes Privately Held Company PURCHASE, N.Y., Marc

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 17, 2023

S-8 POS 1 tm239052d1s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No. 333-91752 Registration Statement File No. 333-133405 Registration Statement File No. 333-143240 Registration Statement File No. 333-158120 Registration Statement File No. 333-170244 Registration Statement File No. 333-177704 Registration Statement File No. 33

Atlas Air Worldwide Holdings, Inc. By-Laws, Second Amended and Restated as of March 17, 2023

Exhibit 3.2   Effective as of March 17, 2023   BYLAWS   OF   ATLAS AIR WORLDWIDE HOLDINGS, INC.   Article I   OFFICES   Section 1.01     Registered Office. The address of the registered office of Atlas Air Worldwide Holdings, Inc. (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and Restated Certifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 17, 2023 Atlas Air Worldwid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 17, 2023 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S.

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

Atlas Air Worldwide Holdings, Inc. Announces Fundamental Change Offer to Repurchase and Right to Convert March 17, 2023

Exhibit 99.2 Atlas Air Worldwide Holdings, Inc. Announces Fundamental Change Offer to Repurchase and Right to Convert March 17, 2023 Atlas Air Worldwide Holdings, Inc. (“Atlas Air” or the “Company”) today notified holders (each, a “Holder,” and collectively, the “Holders”) of its 1.875% Convertible Senior Notes due 2024 (the “Notes”) that in connection with the Merger (as defined below) each Holde

EX-99.25

aaww-form25

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

Third Supplemental Indenture, dated as of March 17, 2023, between Atlas Air Worldwide Holdings, Inc. and Wilmington Trust, National Association, as Trustee

Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE, dated as of March 17, 2023 (this “Third Supplemental Indenture”), between ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation, as issuer (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association under the laws of the United States, as trustee (the “Trustee”), supplementing the Indenture,

Atlas Air Worldwide Holdings, Inc. Certificate of Incorporation, Amended and Restated as of March 17, 2023

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLAS AIR WORLDWIDE HOLDINGS, INC. (a Delaware corporation) FIRST: The name of the Corporation is Atlas Air Worldwide Holdings, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is to be located in the County of New Castle at 251 Little Falls Drive, Wilmington, Delaware 19808, United States

As filed with the Securities and Exchange Commission on March 17, 2023

S-8 POS 1 tm239052d1s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No. 333-91752 Registration Statement File No. 333-133405 Registration Statement File No. 333-143240 Registration Statement File No. 333-158120 Registration Statement File No. 333-170244 Registration Statement File No. 333-177704 Registration Statement File No. 33

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration Statement File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 Atlas Air Worldwid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16545 Atlas Air Worldwide Holdin

Atlas Air Worldwide Reports Fourth-Quarter and Full-Year 2022 Results Continues to Expect Closing of Pending Sale of the Company to Investor Group in 1Q23

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors – InvestorRelations@atlasair.

Letter Agreement, dated as of December 21, 2022, between James A. Forbes and Atlas Air Worldwide Holdings, Inc.

Exhibit 10.2.2 December 21, 2022 James Forbes Chief Operating Officer, Atlas Air Worldwide Holdings, Inc. 4951 Gulf Shore Blvd. N. #904 Naples, FL 34103-2689 Dear Jim: Reference is made to the Agreement and Plan of Merger Agreement, dated as of August, 4, 2022, by and among Rand Parent, LLC, Rand Merger Sub, Inc. and Atlas Air Worldwide Holdings, Inc. (the “Company”), pursuant to which the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Atlas Air World

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”), as of February 21, 2023, hereby constitutes and appoints John W. Dietrich, Adam R. Kokas and Spencer Schwartz, and each of them, his/her true and lawful attorney-in-fact and agent, with full power su

Subsidiaries’ List

Exhibit 21.1 Subsidiaries of the Registrant (As of December 31, 2022. All subsidiaries are 100% owned unless indicated otherwise.) State or Other Jurisdiction of Name Incorporation Atlas Air Worldwide Holdings, Inc. (Registrant) Delaware Atlas Air, Inc. Delaware Polar Air Cargo Worldwide, Inc. (1) Delaware Polar Air Cargo LLC California Atlas Aviation Insurance, Inc. New York Southern Air Holdings

AAWW / Atlas Air Worldwide Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10 )* Atlas Air Worldwide Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr

AAWW / Atlas Air Worldwide Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0336-atlasairworldwidehold.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Atlas Air Worldwide Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 049164205 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropr

AGREEMENT

EX-99.1 2 d441843dex991.htm EX-99.1 CUSIP No. 049164205 13G Page 12 of 12 Pages EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Atlas Air Worldwide Holdings, Inc

AAWW / Atlas Air Worldwide Holdings, Inc. / Hill City Capital, LP - SC 13G Passive Investment

SC 13G 1 d441843dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock (Title of Class

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 31, 2023 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.

AAWW / Atlas Air Worldwide Holdings, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us0491642056012623.txt us0491642056012623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 12) ATLAS AIR WORLDWIDE HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 049164205 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the

AAWW / Atlas Air Worldwide Holdings, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us0491642056011923.txt us0491642056011923.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 11) ATLAS AIR WORLDWIDE HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 049164205 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the

Atlas Air Worldwide Shareholders Approve Proposed Acquisition by Investor Group Led by Apollo, Together with J.F. Lehman & Company and Hill City Capital Transaction Expected to Close in the First Quarter of 2023

Exhibit 99.1 2000 Westchester Avenue, Purchase, New York 10577 ??(914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors ? [email protected] Media ? [email protected] Atlas Air Worldwide Shareholders Approve Proposed Acquisition by Investor Group Led by Apollo, Together with J.F. Lehman & Company and Hill City Capital Transaction Expected to Close in the First Quarter o

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 29, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 17, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 17, 2022 Atlas Air World

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Amendment to Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan effective September 16, 2022.

Exhibit 10.2 AMENDMENT TO THE ATLAS AIR WORLDWIDE HOLDINGS, INC. 2018 INCENTIVE PLAN WHEREAS, the Board of Directors (the “Board”) and the stockholders of Atlas Air Worldwide Holdings, Inc. (the “Company”) have previously adopted the Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan, as may be amended from time to time (the “Plan”); WHEREAS, capitalized terms used but not defined herein shall

Amendment to Atlas Air Worldwide Holdings, Inc. Benefits Programs for Senior Executives, Senior Vice Presidents, Vice Presidents and Staff Vice Presidents, effective September 16, 2022.

Exhibit 10.3 AMENDMENT TO ATLAS AIR WORLDWIDE HOLDINGS, INC. BENEFITS PROGRAMS FOR SENIOR EXECUTIVES, SENIOR VICE PRESIDENTS AND VICE PRESIDENTS AND STAFF PRESIDENTS This amendment (this “Amendment”) to each of (i) the Atlas Air Worldwide Holdings, Inc. (the “Company”) Benefits Program for Senior Executives (the “EVP Benefits Program”), (ii) the Atlas Air Worldwide Holdings, Inc. Benefits Program

Atlas Air Worldwide Reports Third-Quarter 2022 Results Continues to Expect Closing of Pending Sale of the Company to Investor Group in 4Q22 or 1Q23

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 ? (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors ?InvestorRelations@atlasair.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Amendment to Employment Agreement, dated as of September 16, 2022, by and between Atlas Air, Inc. and John W. Dietrich.

Exhibit 10.1 ATLAS AIR WORLDWIDE HOLDINGS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) is entered into as of September 16, 2022, by and between Atlas Air, Inc., a Delaware corporation, and John W. Dietrich (the “Executive”). WHEREAS, the parties previously entered into an employment agreement dated as of July 1, 2019 (the “Employment Agreement”); and WHEREAS, the parti

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS

AAWW / Atlas Air Worldwide Holdings, Inc. / Sixth Street Partners Management Company, L.P. - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 049164205 (CUSIP Number) August 16, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

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

TABLE OF CONTENTS 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)) ☑ Defi

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

TABLE OF CONTENTS 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))

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS E

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) ATLAS AIR WORLDWIDE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) ATLAS AIR WORLDWIDE HOLDINGS, INC.

Amendment to the Atlas Air Worldwide Holdings, Inc. By-Laws, Amended and Restated as of September 19, 2014, and as Further Amended as of December 12, 2016.

Exhibit 3.1 ATLAS AIR WORLDWIDE HOLDINGS, INC. BY-LAW AMENDMENT The By-Laws of Atlas Air Worldwide Holdings, Inc., as amended and restated as of September 19, 2014, and as further amended as of December 12, 2016, are hereby amended to add a new Article XXVIII, as set forth below: ARTICLE XXVIII FORUM Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, to

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

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 State

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

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 State

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

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 State

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

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 State

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Atlas Air Worldwid

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Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S.

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

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 State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2022 Atlas Air Worldwid

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Atlas Air Worldwide to be Acquired by Investor Group Led by Apollo Together With J.F. Lehman & Company And Hill City Capital for $5.2 Billion Atlas Air Worldwide Shareholders to Receive $102.50 Per Share in Cash, Representing 57% Premium to 30-day Vo

Exhibit 99.1 2000 Westchester Avenue, Purchase, New York 10577 ? (914) 701-8000 FOR IMMEDIATE RELEASE Atlas Air Worldwide to be Acquired by Investor Group Led by Apollo Together With J.F. Lehman & Company And Hill City Capital for $5.2 Billion Atlas Air Worldwide Shareholders to Receive $102.50 Per Share in Cash, Representing 57% Premium to 30-day Volume-Weighted Average Trading Price PURCHASE, N.

Agreement and Plan of Merger, dated as of August 4, 2022, by and among Atlas Air Worldwide Holdings, Inc, Rand Parent, LLC and Rand Merger Sub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among RAND PARENT, LLC, RAND MERGER SUB, INC. and ATLAS AIR WORLDWIDE HOLDINGS, INC. Dated as of August 4, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merger 3 SECTION 1.05. Certificate of Incorporation and Bylaws of the Surviving Cor

Atlas Air Worldwide Reports Second-Quarter 2022 Results

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 ? (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors ? InvestorRelations@atlasair.

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

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 State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2022 Atlas Air Worldwid

false000113518500011351852022-08-042022-08-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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

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 State

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

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 State

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 31, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S. E

Atlas Air Worldwide Reports Strong First-Quarter 2022 Results and Full-Year Outlook

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 ? (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors ?InvestorRelations@atlasair.

Confirmation between Morgan Stanley & Co. LLC and Atlas Air Worldwide Holdings, Inc., dated February 18, 2022.

Exhibit 10.3 MORGAN STANLEY & CO. LLC 1585 BROADWAY NEW YORK, NY 10036-8293 (212) 761-4000 February 18, 2022 Fixed Dollar Accelerated Share Repurchase Transaction Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue Purchase, New York 10577 Attention: Spencer Schwartz, Executive Vice President and Chief Financial Officer Dear Sir/Madam: The purpose of this letter agreement (this ?Confirmatio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Atlas Air Worldwide Holdings, Inc. Annual Incentive Program for Senior Executives (EVP and above).

Exhibit 10.1 ATLAS AIR WORLDWIDE HOLDINGS, INC. ANNUAL INCENTIVE PROGRAM FOR SENIOR EXECUTIVES (EVP and above) Adopted by Compensation Committee: As of February 18, 2022 ATLAS AIR WORLDWIDE HOLDINGS, INC. ANNUAL INCENTIVE PROGRAM FOR SENIOR EXECUTIVES (EVP and above) Section 1. Purpose. The purpose of the Program is to set forth certain terms and conditions governing short term incentive awards to

Atlas Air, Inc. Amended & Restated Profit Sharing Plan.

Exhibit 10.2 AMENDED & RESTATED ATLAS AIR, INC. PROFIT SHARING PLAN Approved by the Compensation Committee as of March 14, 2022 ATLAS AIR, INC. AMENDED & RESTATED PROFIT SHARING PLAN THIS PROFIT SHARING PLAN, is hereby amended and restated effective as of September 10, 2021 by Atlas Air, Inc., in accordance with the terms and conditions set forth herein. Article l Purpose The purpose of the Plan i

Schedule 14A

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 (Amendment No. ) Filed by the Registrant R Filed by a Party other than the Registrant * Check the appropriate box: * Preliminary Proxy Statement * Con?dential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) R De?nit

Confirmation between Morgan Stanley & Co. LLC and Atlas Air Worldwide Holdings, Inc., dated February 18, 2022

Exhibit 10.1 MORGAN STANLEY & CO. LLC 1585 BROADWAY NEW YORK, NY 10036-8293 (212) 761-4000 February 18, 2022 Fixed Dollar Accelerated Share Repurchase Transaction Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue Purchase, New York 10577 Attention: Spencer Schwartz, Executive Vice President and Chief Financial Officer Dear Sir/Madam: The purpose of this letter agreement (this ?Confirmatio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS

Subsidiaries’ List

Exhibit 21.1 Subsidiaries of the Registrant (As of December 31, 2021. All subsidiaries are 100% owned unless indicated otherwise.) State or Other Jurisdiction of NameIncorporation Atlas Air Worldwide Holdings, Inc. (Registrant)Delaware Atlas Air, Inc.Delaware Polar Air Cargo Worldwide, Inc. (1)Delaware Polar Air Cargo LLCCalifornia Atlas Aviation Insurance, Inc.New York Southern Air Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16545 Atlas Air Worldwide Holdin

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the ?Company?), as of February 15, 2022, hereby constitutes and appoints John W. Dietrich, Adam R. Kokas and Spencer Schwartz, and each of them, his/her true and lawful attorney-in-fact and agent, with full power su

Atlas Air Worldwide Holdings, Inc. 2022 Long Term Cash Incentive Program.

Exhibit 10.8 ATLAS AIR WORLDWIDE HOLDINGS, INC. 2022 LONG TERM CASH INCENTIVE PROGRAM ATLAS AIR WORLDWIDE HOLDINGS, INC. 2022 LONG TERM CASH INCENTIVE PROGRAM Section 1.Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.?s (?AAWW?) 2018 Incentive Plan (the ?Plan?). The Program shall be treated for all

Atlas Air Worldwide Reports Record 2021 Results Strong Outlook for 1Q22 All New 747-8F Deliveries Placed Under Long-Term Agreements Announces $200 Million Share Repurchase Program Including $100 Million Accelerated Share Repurchase

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 ??(914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors ??InvestorRelations@atlasair.

Form of Performance Share Unit Agreement.

Exhibit 10.12 ATLAS AIR WORLDWIDE HOLDINGS, INC. PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of [?] (the ?Agreement?), is between Atlas Air Worldwide Holdings, Inc. (the ?Company?), a Delaware corporation, and [?] (the ?Employee?). WHEREAS, the Employee has been granted the following award under the Company?s 2018 Incentive Plan (the ?Plan?) as of [?] (the ?Dat

Purchase Agreement Number AH5-PA-05168, dated as of December 27, 2021, between The Boeing Company and Atlas Air Worldwide Holdings, Inc. (Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed with the Securities and Exchange Commission).

Exhibit 10.25 PURCHASE AGREEMENT NUMBER AH5-PA-05168 between THE BOEING COMPANY and ATLAS AIR WORLDWIDE HOLDINGS, INC. relating to BOEING MODEL 777-F AIRCRAFT [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. AH5-PA-05168-EXB Page 1 BOEING PROPRIETARY TABLE OF CONTENT

First Amendment to 2018 Incentive Plan.

Exhibit 10.4.1 FIRST AMENDMENT TO THE ATLAS AIR WORLDWIDE HOLDINGS, INC. 2018 INCENTIVE PLAN WHEREAS, the Board of Directors (the ?Board?) and the stockholders of Atlas Air Worldwide Holdings, Inc. (the ?Company?) have previously adopted the Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan, as may be amended from time to time (the ?Plan?); WHEREAS, the Board has determined that it is in the

AAWW / Atlas Air Worldwide Holdings, Inc. / GREENLIGHT CAPITAL INC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

AAWW / Atlas Air Worldwide Holdings, Inc. / Sixth Street Partners Management Company, L.P. - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

AAWW / Atlas Air Worldwide Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Atlas Air Worldwide Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 049164205 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Sched

AAWW / Atlas Air Worldwide Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9 )* Atlas Air Worldwide Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

AAWW / Atlas Air Worldwide Holdings, Inc. / BlackRock Inc. Passive Investment

us0491642056012822.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 10) ATLAS AIR WORLDWIDE HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 049164205 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS

Atlas Air Worldwide Reports Strong Third-Quarter Results

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 ??(914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors ??InvestorRelations@atlasair.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

AAWW / Atlas Air Worldwide Holdings, Inc. / Sixth Street Partners Management Company, L.P. - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 049164205 (CUSIP Number) August 6, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

Atlas Air Worldwide Reports Second-Quarter 2021 Results

Exhibit 99.1 2000 Westchester Avenue, Purchase, New York 10577 ??(914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors [email protected] Media ? [email protected] Atlas Air Worldwide Reports Second-Quarter 2021 Results ? Reported Net Income of $107.1 Million ? Adjusted EBITDA of $243.7 Million ? Adjusted Net Income of $121.8 Million ? Robust 3Q21 Outlook PURCHASE, N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2021 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S.

Atlas Air, Inc. 401(k) Restoration and Voluntary Deferral Plan (as amended and restated effective as of June 23, 2021).

Exhibit 10.1 ATLAS AIR, INC. 40l(k) RESTORATION AND VOLUNTARY DEFERRAL PLAN As Amended and Restated Effective as of June 23, 2021 Exhibit 10.1 ARTICLE I NAME AND PURPOSE OF PLAN AND DEFINITIONS 1.1 Name and effective date. The Plan set forth herein is the Atlas Air, Inc. 401(k) Restoration and Voluntary Deferral Plan, amended and restated effective June 23, 2021. 1.2 Status of Plan; Sect ion 409A,

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2021 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S. E

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

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 x 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 State

Atlas Air Worldwide Reports Strong First-Quarter 2021 Results

Exhibit 99.1 2000 Westchester Avenue, Purchase, New York 10577 ??(914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors [email protected] Media ? [email protected] Atlas Air Worldwide Reports Strong First-Quarter 2021 Results ? Reported Net Income Increased to $89.9 Million ? Adjusted Net Income Grew to $72.2 Million ? Adjusted EBITDA Rose to $181.3 Million ? Strong

Atlas Air Worldwide Holdings, Inc. Strategic Bonus Plan for Senior Executives (EVP and above).

Exhibit 10.1 ATLAS AIR WORLDWIDE HOLDINGS, INC. STRATEGIC BONUS PLAN FOR SENIOR EXECUTIVES (EVP and above) (2021 ? 2022) Adopted by Compensation Committee: As of February 3, 2021 ATLAS AIR WORLDWIDE HOLDINGS, INC. STRATEGIC BONUS PLAN FOR SENIOR EXECUTIVES (EVP and above) Section 1. Purpose. The purpose of the Program is to set forth certain terms and conditions governing short term incentive awar

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS Emplo

Purchase Agreement Number AH5-PA-05094, dated as of January 7, 2021, between The Boeing Company and Atlas Air Worldwide Holdings, Inc. (Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed with the Securities and Exchange Commission).

Exhibit 10.5 PURCHASE AGREEMENT NUMBER AH5-PA-05094 between THE BOEING COMPANY and Atlas Air Worldwide Holdings, Inc. relating to Boeing Model 747-8F Aircraft [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Page 1 BOEING PROPRIETARY TABLE OF CONTENTS ARTICLES Articl

Atlas Air Worldwide Holdings, Inc. Long Term Cash Incentive Plan (OTP).

Exhibit 10.2 ATLAS AIR WORLDWIDE HOLDINGS, INC. 2021 LONG TERM CASH INCENTIVE PROGRAM (OTP) ATLAS AIR WORLDWIDE HOLDINGS, INC. 2021 LONG TERM CASH INCENTIVE PROGRAM (OTP) Section 1.Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.?s (?AAWW?) 2018 Incentive Plan (the ?Plan?). The Program shall be trea

Amendment to the Atlas Air Worldwide Holdings, Inc. Long Term Cash Incentive Programs for 2018 and 2019.

Exhibit 10.4 AMENDMENT TO THE ATLAS AIR WORLDWIDE HOLDINGS, INC. LONG TERM CASH INCENTIVE PROGRAMS FOR 2018 & 2019 This amendment (this ?Amendment?) to the Atlas Air Worldwide Holdings, Inc. Long Term Cash Incentive Program for each of the 2018 and 2019 program years and the Long Term Cash Incentive Program for Time-Vesting Awards for each of the 2018 and 2019 program years (each such program, a ?

Atlas Air Worldwide Holdings, Inc. 2021 Long Term Cash Incentive Program.

Exhibit 10.3 ATLAS AIR WORLDWIDE HOLDINGS, INC. 2021 LONG TERM CASH INCENTIVE PROGRAM [[NYCORP:3899326v2:3/1/2019 12:14:19 PM ATLAS AIR WORLDWIDE HOLDINGS, INC. 2021 LONG TERM CASH INCENTIVE PROGRAM Section 1.Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.?s (?AAWW?) 2018 Incentive Plan (the ?Plan?

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

- DEF 14A

Table of Contents 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Cl

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 049164205 (CUSIP Number) March 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

Power of Attorney, which is filed herewith as Exhibit 24.1.

Exhibit 24.1 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the ?Company?), as of February 16, 2021, hereby constitutes and appoints John W. Dietrich, Adam R. Kokas and Spencer Schwartz, and each of them, his/her true and lawful attorney-in-fact and agent, with full power su

Letter Agreement, dated as of January 1, 2020, between James A. Forbes and Atlas Air, Inc.

Exhibit 10.3 As of January 1, 2020 James A. Forbes 4951 Gulf Shore Boulevard N904 Naples, Florida 34103 RE: Executive Relocation Support Dear Jim: Congratulations again on your promotion to Executive Vice President, Chief Operating Officer. To support you in your transition from our operations office in Florence, Kentucky, to our headquarters in Purchase, New York, the Company has agreed to provid

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction of incorporation

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16545 Atlas Air Worldwide Holdings, Inc.

Atlas Air Worldwide Reports Fourth-Quarter and Full-Year 2020 Results

EX-99 2 tm216917d1ex99.htm EXHIBIT 99 Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors – [email protected] Media – [email protected] Atlas Air Worldwide Reports Fourth-Quarter and Full-Year 2020 Results Fourth-Quarter 2020 Results · Reported Net Income Increased to $184.0 Million · Adjusted Net Income

Subsidiaries’ List, which is filed herewith as Exhibit 21.1.

Exhibit 21.1 Subsidiaries of the Registrant (As of December 31, 2020. All subsidiaries are 100% owned unless indicated otherwise.) Name State or Other Jurisdiction of Incorporation Atlas Air Worldwide Holdings, Inc. (Registrant) Delaware Atlas Air, Inc. Delaware Polar Air Cargo Worldwide, Inc. (1) Delaware Polar Air Cargo LLC California Atlas Aviation Insurance, Inc. New York Southern Air Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Common Stock, par value $0.01 per share, of Atlas Air Worldwide Holdings, Inc., and further agree that this

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Atlas Air Worldwide Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04916420

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Cl

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

2020 13-G FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlas Air Worldwide Holdings Inc. (Name of Issuer) Common (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)*

SC 13G/A 1 tv0302-atlasairworldwidehold.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Atlas Air Worldwide Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 049164205 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropri

SC 13G/A

us0491642056012621.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 9) ATLAS AIR WORLDWIDE HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 049164205 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Entry into a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2021 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction of incorporation)

Atlas Air Worldwide Orders Four New Boeing 747-8 Freighters Invests in Modern, Fuel-Efficient Aircraft to Serve Growing Airfreight Demand

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors – InvestorRelations@atlasair.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction of incorporation)

Atlas Air Worldwide Reports Third-Quarter 2020 Results

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors – InvestorRelations@atlasair.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

CALCULATION OF REGISTRATION FEE

Filed Pursuant to Rule 424(b)(7) Registration No. 333-237771 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee Warrants 625,452 —(1) —(1) —(1) Common stock, par value $0.01 per share 625,452(2) $31.95(3) $19,983,191.40(3) $2,593.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 25, 2020 Atlas Air Worl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 25, 2020 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (IRS Em

Warrant Agreement, dated as of May 20, 2020, between Atlas Air Worldwide Holdings, Inc. and the United States Department of the Treasury.

Exhibit 4.1 WARRANT AGREEMENT TABLE OF CONTENTS Page Article I Closing 1.1 Issuance1 1.2 Initial Closing; Warrant Closing Date.1 1.3 Interpretation2 Article II Representations and Warranties 2.1 Representations and Warranties of the Company3 Article III Covenants 3.1 Commercially Reasonable Efforts6 3.2 Expenses7 3.3 Sufficiency of Authorized Common Stock; Exchange Listing8 Article IV Additional A

Promissory Note, dated as of May 29, 2020, issued by Atlas Air Worldwide Holdings, Inc. in the name of the United States Department of Treasury.

Exhibit 10.2 PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTR

- FORM S-8

Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS AIR WORLDWIDE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 13-4146982 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 2000 Westchester Avenue Purchase, New York

Payroll Support Program Agreement, dated as of May 29, 2020, between Atlas Air, Inc. and the United States Department of the Treasury.

Exhibit 10.1 PAyroll support Program Agreement Recipient: Atlas Air, Inc. 2000 Westchester Avenue Purchase, NY 10577 PSP Participant Number: PSA-2004031679 Employer Identification Number: 84-1207329 DUNS Number: 79-777-0773 Amount of Initial Payroll Support Payment: $203,421,410 The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under Division A, Title IV

2018 Incentive Plan, as amended

Exhibit 4.4 ATLAS AIR WORLDWIDE HOLDINGS, INC. 2018 INCENTIVE PLAN, AS AMENDED 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and other incentiv

Atlas Air Worldwide Reports Second-Quarter 2020 Results

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors – InvestorRelations@atlasair.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 9, 2020 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S. E

- DEFA14A

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 x 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 State

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 29, 2020 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S. E

Proposal No. 4 – Approval of Amendment to the Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan, effective as of June 9, 2020.

Table of Contents 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 þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defi

Atlas Air Worldwide Reports First-Quarter Results, Updates Outlook

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Investors – InvestorRelations@atlasair.

Quarterly Report - 10-Q MARCH 31, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Form of Performance Share Unit Agreement.

Exhibit 10.2 ATLAS AIR WORLDWIDE HOLDINGS, INC. PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of February 25, 2020 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and (the “Employee”). WHEREAS, the Employee has been granted the following award under the Company’s 2018 Incentive Plan (the “Plan”) as of Febr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 7, 2020 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S. Em

Atlas Air Worldwide Holdings, Inc. 2020 Long Term Cash Incentive Program.

Exhibit 10.1 ATLAS AIR WORLDWIDE HOLDINGS, INC. 2020 LONG TERM CASH INCENTIVE PROGRAM [[NYCORP:3899326v2:3/1/2019 12:14:19 PM ATLAS AIR WORLDWIDE HOLDINGS, INC. 2020 LONG TERM CASH INCENTIVE PROGRAM Section 1.Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW”) 2018 Incentive Plan (the “Plan”

Form of Restricted Stock Unit Agreement.

Exhibit 10.3 ATLAS AIR WORLDWIDE HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of February 25, 2020 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and the employee set forth on the signature page hereto (the “Employee”). WHEREAS, the Employee has been granted the following award under the Com

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

Form T-1 Statement of Eligibility of Trustee under Trust Indenture Act of 1939, as amended, of the Trustees to be designated with respect to Indentures.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal e

AAWW / Atlas Air Worldwide Holdings, Inc. S-3ASR - - FORM S-3ASR

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 21, 2020 Registration No.

Subsidiaries’ List, which is filed herewith as Exhibit 21.1.

Exhibit 21.1 Subsidiaries of the Registrant (As of December 31, 2019. All subsidiaries are 100% owned unless indicated otherwise.) State or Other Jurisdiction of Name Incorporation Atlas Air Worldwide Holdings, Inc. (Registrant) Delaware Atlas Air, Inc. Delaware Polar Air Cargo Worldwide, Inc. (1) Delaware Polar Air Cargo LLC. California Atlas Aviation Insurance, Inc. New York Southern Air Holding

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-16545 Atlas Air Worldwide Holdings, Inc.

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.12 Description of the Registrant's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Atlas Air Worldwide Holdings, Inc. ("AAWW," the "Company," "us" or "our") has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock. Description of Capital Stock The following description of AAWW Common

Power of Attorney, which is filed herewith as Exhibit 24.1.

EX-24.1 5 aaww-ex2419.htm EX-24.1 POWER OF ATTORNEY, WHICH IS FILED HEREWITH AS 24.1. Exhibit 24.1 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”), as of February 24, 2020, hereby constitutes and appoints John W. Dietrich, Adam R. Kokas and Spencer Schwartz, an

Atlas Air Worldwide Reports Fourth-Quarter and Full-Year 2019 Results, Provides 2020 Outlook

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Debbie Coffey (Media) – (914) 701-8951 Atlas Air Worldwide Reports Fourth-Quarter and Full-Year 2019 Results, Provides 2020 Outlook · 4Q Net Loss of $410.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 20, 2020 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R

AAWW / Atlas Air Worldwide Holdings, Inc. / TOWLE & CO - TOWLE & CO Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

AAWW / Atlas Air Worldwide Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Atlas Air Worldwide Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 049164205 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedul

AAWW / Atlas Air Worldwide Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* ATLAS AIR WORLDWIDE HOLDINGS (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

AAWW / Atlas Air Worldwide Holdings, Inc. / DONALD SMITH & CO., INC. - 2019 13-G FILING Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlas Air Worldwide Holdings Inc. (Name of Issuer) Common (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

AAWW / Atlas Air Worldwide Holdings, Inc. / BlackRock Inc. Passive Investment

us0491642056020320.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 8) ATLAS AIR WORLDWIDE HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 049164205 - (CUSIP Number) December 31, 2019 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

AAWW / Atlas Air Worldwide Holdings, Inc. / AMAZON COM INC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 29, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.

James A. Forbes Named Executive Vice President and Chief Operating Officer, Atlas Air Worldwide Will Succeed John W. Dietrich When He Becomes Chief Executive Officer Appointment Effective January 1, 2020

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Debbie Coffey (Media) – (914) 701-8951 Dan Loh (Investors) – (914) 701-8200 James A.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 30, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.

Atlas Air Worldwide Reports Third-Quarter Results

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Debbie Coffey (Media) – (914) 701-8951 Atlas Air Worldwide Reports Third-Quarter Results · Reported Net Income of $60.

Atlas Air Worldwide Holdings, Inc. Benefit Program for Senior Executives (As Amended and Restated, Effective as of July 1, 2019).

Exhibit 10.4 EXECUTION DRAFT ATLAS AIR WORLDWIDE HOLDINGS, INC. BENEFITS PROGRAM FOR SENIOR EXECUTIVES Amended and Restated as of July 1, 2019 This document describes the Atlas Air Worldwide Holdings, Inc. (“Holdings”) Benefits Program for Senior Executives (the “Benefits Program”), under which individuals employed and elected as Executive Vice Presidents (or more senior offices) of Holdings and c

Letter Agreement, dated as of June 28, 2019, by and among the Company, Atlas Air, Inc. and William J. Flynn.

Exhibit 10.1 EXECUTION VERSION As of June 28, 2019 William J. Flynn President and Chief Executive Officer c/o Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue Purchase, New York 10577 Dear Bill: This letter (this “Letter Agreement”) serves to memorialize our mutual understanding regarding the terms and conditions of your transition from the role of President and Chief Executive Officer o

Employment Agreement, dated as of July 1, 2019, by and between Atlas Air, Inc. and John W. Dietrich.

Exhibit 10.2 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of the 1st day of July, 2019 (the “Effective Date”) by and between John W. Dietrich (the “Executive”) and Atlas Air, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company believes that it is in the best interests of the Company to retain the services of Executive

Form of Amendment to Long Term Incentive Performance Cash Award Letters between Atlas Air Worldwide Holdings, Inc. and certain Executive Officers.

EX-10.8 9 aaww-ex108436.htm EX-10.8 FORM OF AMENDMENT TO LONG TERM INCENTIVE PERFORMANCE CASH AWARD LETTERS BETWEEN ATLAS AIR WORLDWIDE HOLDINGS, INC. AND CERTAIN EXECUTIVE OFFICERS Exhibit 10.8 Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue Purchase, NY 10577-2543 As of July 1, 2019 [Name] Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue Purchase, NY 10577 Re: Amendment to L

Atlas Air Worldwide Holdings, Inc. Annual Incentive Plan for Senior Executives (As Amended and Restated, Effective as of July 1, 2019).

Exhibit 10.5 EXECUTION VERSION ATLAS AIR WORLDWIDE HOLDINGS, INC. ANNUAL INCENTIVE PROGRAM FOR SENIOR EXECUTIVES Adopted by Compensation Committee: As of July 1, 2019 ATLAS AIR WORLDWIDE HOLDINGS, INC. ANNUAL INCENTIVE PROGRAM FOR SENIOR EXECUTIVES Section 1. Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under the Atlas Air Worldwide Ho

Form of Amendment to Performance Share Unit Agreements between Atlas Air Worldwide Holdings, Inc. and certain Executive Officers.

Exhibit 10.7 ATLAS AIR WORLDWIDE HOLDINGS, INC. AMENDMENT TO PERFORMANCE SHARE UNIT AGREEMENTS This amendment (this “Amendment”) is entered into as of July 1, 2019, by and between Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”) and (the “Employee”). WHEREAS, the Employee was previously granted performance share units pursuant to the Performance Share Unit Agreements, dat

Quarterly Report - FORM 10-Q SEPTEMBER 30, 2019

cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Form of Amendment to Restricted Stock Unit Agreements between Atlas Air Worldwide Holdings, Inc. and certain Executive Officers.

Exhibit 10.6 ATLAS AIR WORLDWIDE HOLDINGS, INC. AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS This amendment (this “Amendment”) is entered into as of July 1, 2019, by and between Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”) and (the “Employee”). WHEREAS, the Employee was previously granted restricted stock units pursuant to the Restricted Stock Unit Agreements dated a

Form of Executive Officer Retention Agreement.

EX-10.3 4 aaww-ex103432.htm EX-10.3 FORM OF EXECUTIVE OFFICER RETENTION AGREEMENT Exhibit 10.3 EXECUTION VERSION July 1, 2019 [Name] [Address] Re: Retention Bonus Dear [Name], We are pleased to offer you a cash incentive bonus opportunity to remain in the employ of Atlas Air, Inc. (the “Company”) and to promote the long-term success of the Company’s business operations. We are offering you the ret

AAWW / Atlas Air Worldwide Holdings, Inc. S-8 - - FORM S-8

Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS AIR WORLDWIDE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 13-4146982 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 2000 Westchester Avenue Purchase, New York

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 1, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S.

Atlas Air Worldwide Reports Second-Quarter 2019 Results

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Debbie Coffey (Media) – (914) 701-8951 Atlas Air Worldwide Reports Second-Quarter 2019 Results · Reported Net Income of $86.

Quarterly Report - 10-Q

cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

AAWW / Atlas Air Worldwide Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Atlas Air Worldwide Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 049164205 Date of Event Which Requires Filing of this Statement: June 28, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is

Atlas Air Worldwide Announces Leadership Transition Plan William J. Flynn to Become Chairman of the Board on January 1, 2020 John W. Dietrich to Become President and Chief Executive Officer

Exhibit 99.1 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Debbie Coffey (Media) – (914) 701-8951 Dan Loh (Investors) – (914) 701-8200 Atlas Air Worldwide Announces Leadership Transition Plan William J. Flynn to Become Chairman of the Board on January 1, 2020 John W. Dietrich to Become President and Chief Executive Officer PURCHASE, N.Y., July 2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 22, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 22, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S. E

Atlas Air Worldwide Reports First-Quarter Results, Updates Full-Year 2019 Outlook

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Debbie Coffey (Media) – (914) 701-8951 Atlas Air Worldwide Reports First-Quarter Results, Updates Full-Year 2019 Outlook · Increased Volumes and Revenue Reflect Customer Demand, Fleet Growth · Reported Results Impacted by Warrant Accounting · Adjusted Net Income and Adjusted EBITDA Rose Sharply · 2019 Adjusted Earnings Expected to Grow by Mid- to Upper-Single-Digit Percentage PURCHASE, N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 1, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R.S. Em

Form of Performance Share Unit Agreement

Exhibit 10.5 ATLAS AIR WORLDWIDE HOLDINGS, INC. PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of February 27, 2019 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and (the “Employee”). WHEREAS, the Employee has been granted the following award under the Company’s 2018 Incentive Plan (the “Plan”) as of Febr

Quarterly Report - 10-Q MARCH 31, 2019

cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Investment Agreement, dated as of March 27, 2019, between Atlas Air Worldwide Holdings, Inc. and Amazon.com, Inc.

Exhibit 10.1 INVESTMENT AGREEMENT Dated as of March 27, 2019 by and between ATLAS AIR WORLDWIDE HOLDINGS, INC. and AMAZON.COM, INC. TABLE OF CONTENTS Page Article I WARRANT ISSUANCE; CLOSING1 1.1 Warrant Issuance1 1.2 Closing2 1.3 Interpretation2 Article II REPRESENTATIONS AND WARRANTIES3 2.1 Disclosure3 2.2 Representations and Warranties of the Company4 2.3 Representations and Warranties of Amazo

Form of Restricted Stock Unit Agreement.

Exhibit 10.6 ATLAS AIR WORLDWIDE HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of February 27, 2019 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and (the “Employee”). WHEREAS, the Employee has been granted the following award under the Company’s 2018 Incentive Plan (the “Plan”) as of Februa

Warrant to Purchase 6,632,576 shares of Common Stock of Atlas Air Worldwide Holdings, Inc. issued March 27, 2019.

Exhibit 10.3 WARRANT TO PURCHASE COMMON STOCK THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REG

Amended and Restated Stockholders Agreement, dated as of March 27, 2019, between Atlas Air Worldwide Holdings, Inc. and Amazon.com, Inc.

Exhibit 10.2 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of March 27, 2019 by and between ATLAS AIR WORLDWIDE HOLDINGS, INC. and AMAZON.COM, INC. Article I Governance 1.1Composition of the Board of Directors1 1.2Objection to Amazon Designee3 1.3No Adverse Action; Voting Agreement3 1.4Board Observer4 1.5Termination of Board Designation Rights5 1.6Information Rights5 1.7Tax Reporting Requir

Atlas Air Worldwide Holdings, Inc. 2019 Long Term Cash Incentive Program.

Exhibit 10.4 ATLAS AIR WORLDWIDE HOLDINGS, INC. 2019 LONG TERM CASH INCENTIVE PROGRAM ATLAS AIR WORLDWIDE HOLDINGS, INC. 2019 LONG TERM CASH INCENTIVE PROGRAM Section 1.Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW”) 2018 Incentive Plan (the “Plan”). The Program shall be treated for all

AAWW / Atlas Air Worldwide Holdings, Inc. DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) Of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction of incorporation) (

Atlas Air Worldwide Reports Record Fourth-Quarter and Full-Year Results, Outlook for Continued Growth in 2019

Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Debbie Coffey (Media) – (914) 701-8951 Atlas Air Worldwide Reports Record Fourth-Quarter and Full-Year Results, Outlook for Continued Growth in 2019 · 4Q Reported Net Income Up 1% to $211.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 19, 2019 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction (Commission (I.R

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-16545 Atlas Air Worldwide Holdings, Inc.

Subsidiaries’ List, which is filed herewith as Exhibit 21.1.

Exhibit 21.1 Subsidiaries of the Registrant (As of December 31, 2018. All subsidiaries are 100% owned unless indicated otherwise.) State or Other Jurisdiction of Name Incorporation Atlas Air Worldwide Holdings, Inc. (Registrant) Delaware Atlas Air, Inc. Delaware Polar Air Cargo Worldwide, Inc. (1) Delaware Polar Air Cargo LLC. California Atlas Aviation Insurance, Inc. New York Southern Air Holding

Power of Attorney, which is filed herewith as Exhibit 24.1.

Exhibit 24.1 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”), as of February 19, 2019, hereby constitutes and appoints William J. Flynn, John W. Dietrich, Adam R. Kokas and Spencer Schwartz, and each of them, his/her true and lawful attorney-in-fact and agent,

AAWW / Atlas Air Worldwide Holdings, Inc. / AMAZON COM INC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

AAWW / Atlas Air Worldwide Holdings, Inc. / VANGUARD GROUP INC Passive Investment

atlasairworldwideholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Atlas Air Worldwide Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 049164205 Date of Event Which Requires Filing of this Statement: December 31, 2018

AAWW / Atlas Air Worldwide Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* ATLAS AIR WORLDWIDE HOLDINGS (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

AAWW / Atlas Air Worldwide Holdings, Inc. / BlackRock Inc. Passive Investment

us0491642056012419.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 7) ATLAS AIR WORLDWIDE HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 049164205 - (CUSIP Number) December 31, 2018 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Registration No. 333-228111

Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLAS AIR WORLDWIDE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 13-4146982 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 2000 Westchester Avenue Purchase, New York

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2018 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction of incorporat

Atlas Air Worldwide Reports Strong Third-Quarter Earnings Growth, Raises Full-Year Outlook

EX-99 2 d618604dex99.htm EX-99 Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Beth Roach (Media) – (914) 701-6576 Atlas Air Worldwide Reports Strong Third-Quarter Earnings Growth, Raises Full-Year Outlook • Ongoing Market Strength, Customer Demand, Core Business Development Drove Record Volumes • Re

Agreement, dated October 1, 2018, among USTRANSCOM and the Company, among others.

Exhibit 10.1 1 40 HTC71118DCC37 See Block 20C See Schedule HTC711 USTRANSCOM/TCAQ-CP 508 Scott Drive Scott AFB, IL 62225-5357 Abbie M. Haas (618) 220-7104 Federal Express Corporation dba FedEx Team X 2955 REPUBLICAN MEMPHIS, TN 38118-1516 1SB34 ACCTG DISB STA NR 387700 DFAS DEAMS 27 ARKANSAS RD LIMESTONE, ME 04751-6216 See Section G F87700 Will be cited on Delivery Orders SEE SCHEDULE (ESTIMATED)

AAWW / Atlas Air Worldwide Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

LETTER

Mail Stop 4628 September 28, 2018 Via E-Mail Spencer Schwartz Executive Vice President and Chief Financial Officer Atlas Air Worldwide Holdings, Inc.

AAWW / Atlas Air Worldwide Holdings, Inc. CORRESP

CORRESP Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue Purchase, NY 10577 September 18, 2018 Via EDGAR Cecilia Blye, Chief Office of Global Security Risk U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-0213 Re: Atlas Air Worldwide Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2017 (“2017 Form 10-K”) Filed Feb

AAWW / Atlas Air Worldwide Holdings, Inc. CORRESP

CORRESP Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue Purchase, New York 10577 September 7, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Atlas Air Worldwide Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 22, 2018 File No. 1-16545 Atlas Air Worldwide Holdings, Inc. (the “Compan

LETTER

Mail Stop 4628 August 29, 2018 Via E-Mail Spencer Schwartz Executive Vice President and Chief Financial Officer Atlas Air Worldwide Holdings, Inc.

Atlas Air Worldwide Reports Strong Second-Quarter Growth, Increases Full-Year 2018 Outlook

EX-99 Exhibit 99 2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Beth Roach (Media) – (914) 701-6576 Atlas Air Worldwide Reports Strong Second-Quarter Growth, Increases Full-Year 2018 Outlook ● Market Strength, Increased Customer Demand, Core Business Drive Record Volumes and Revenue ● Reported Results Impacted by Warrant Accounting ● Adjusted Income and Adjusted EBITDA Increase Sharply ● 45% to 50% Adjusted Earnings Growth Now Expected in 2018 PURCHASE, N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 2, 2018 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (State or other jurisdiction of incorporatio

AAWW / Atlas Air Worldwide Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Atlas Air Worldwide Increases Earnings Outlook Will Discuss During Investor-Analyst Day Presentations Today Webcast Begins at 2 P.M. Eastern Time on June 25

EX-99 2000 Westchester Avenue, Purchase, New York 10577 •(914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) – (914) 701-8200 Elizabeth Roach (Media) –(914) 701-6576 Atlas Air Worldwide Increases Earnings Outlook Will Discuss During Investor-Analyst Day Presentations Today Webcast Begins at 2 P.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Atlas Air Worldwide Holdings, Inc. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 25, 2018 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

Atlas Air Worldwide Holdings, Inc. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2018 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (St

AAWW / Atlas Air Worldwide Holdings, Inc. DEFINITIVE ADDITIONAL PROXY STATEMENT

Definitive Additional Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Atlas Air Worldwide Reports Strong First-Quarter Earnings Growth, Increases Full-Year 2018 Earnings Outlook

EX-99 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) –(914) 701-8200 Elizabeth Roach (Media) – (914) 701-6576 Atlas Air Worldwide Reports Strong First-Quarter Earnings Growth, Increases Full-Year 2018 Earnings Outlook Strategic Execution, Strong Customer Demand Drive Results and Outlook 1Q18 Reported Income Rose to $9.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Atlas Air Worldwide Holdings, Inc. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 3, 2018 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-4146982 (Sta

Atlas Air Worldwide Holdings, Inc. Benefits Program for Senior Executives

Exhibit 10.3 ATLAS AIR WORLDWIDE HOLDINGS, INC. BENEFITS PROGRAM FOR SENIOR EXECUTIVES Amended and Restated as of January 1, 2018 This document describes the Atlas Air Worldwide Holdings, Inc. (“Holdings”) Benefits Program for Senior Executives (the “Benefits Program”), under which individuals employed and elected as Executive Vice Presidents (or more senior offices) of Holdings and certain of its

Form of Restricted Stock Unit Agreement.

Exhibit 10.7 ATLAS AIR WORLDWIDE HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of March 8, 2018 (the "Agreement), is between Atlas Air Worldwide Holdings, Inc. (the "Company"), a Delaware corporation, and the employee set forth on the signature page hereto (the "Employee"). WHEREAS, the Employee has been granted the following award under the Company'

AAWW / Atlas Air Worldwide Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-16545 Atlas Air Worldwide Holdings, Inc.

Form of Performance Share Unit Agreement

Exhibit 10.6 ATLAS AIR WORLDWIDE HOLDINGS, INC. PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of March , 2018 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and the employee set forth on the signature page hereto (the “Employee). WHEREAS, the Employee has been granted the following award under the Company

Form of Performance Share Unit Agreement between Atlas Air Worldwide Holdings, Inc. and William J. Flynn

Exhibit 10.4 ATLAS AIR WORLDWIDE HOLDINGS, INC. PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of March 8, 2018 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and William J. Flynn (the “Employee”). WHEREAS, the Employee has been granted the following award under the Company’s 2016 Incentive Plan (the “Plan

Atlas Air Worldwide Holdings, Inc. Annual Incentive Program for Senior Executives

Exhibit 10.2 ATLAS AIR WORLDWIDE HOLDINGS, INC. ANNUAL INCENTIVE PROGRAM FOR SENIOR EXECUTIVES Adopted by Compensation Committee: As of March 8, 2018 ATLAS AIR WORLDWIDE HOLDINGS, INC. ANNUAL INCENTIVE PROGRAM FOR SENIOR EXECUTIVES Section 1. Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW

Atlas Air Worldwide Holdings, Inc. 2018 Long Term Cash Incentive Plan.

Exhibit 10.1 ATLAS AIR WORLDWIDE HOLDINGS, INC. 2018 LONG TERM CASH INCENTIVE PROGRAM ATLAS AIR WORLDWIDE HOLDINGS, INC. 2018 LONG TERM CASH INCENTIVE PROGRAM Section 1.Purpose. The purpose of the Program is to set forth certain terms and conditions governing cash awards made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW”) 2016 Incentive Plan (the “Plan”). The Program shall be treated for all

Form of Restricted Stock Unit Agreement between Atlas Air Worldwide Holdings, Inc. and William J. Flynn

Exhibit 10.5 ATLAS AIR WORLDWIDE HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of March 8, 2018 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and William J. Flynn (the “Employee”). WHEREAS, the Employee has been granted the following award under the Company’s 2016 Incentive Plan (the “Plan”)

Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan.

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Atlas Air Worldwide Reports Record Fourth-Quarter Results, Strong Outlook for 2018

EX-99 Atlas Air Worldwide Holdings, Inc. 2000 Westchester Avenue, Purchase, New York 10577 ?(914) 701-8000 FOR IMMEDIATE RELEASE Contacts: Dan Loh (Investors) ?(914) 701-8200 Elizabeth Roach (Media) ? (914) 701-6576 Atlas Air Worldwide Reports Record Fourth-Quarter Results, Strong Outlook for 2018 Record 4Q Reported Income Increased to $209.5 Million from $28.7 Million, Full-Year Increased to $224

Financial Statements and Exhibits, Results of Operations and Financial Condition

Atlas Air Worldwide Holdings, Inc. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2018 Atlas Air Worldwide Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16545 13-414698

AAWW / Atlas Air Worldwide Holdings, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-16545 Atlas Air Worldwide Holdings, Inc.

Atlas Air Worldwide Holdings, Inc. Code of Ethics applicable to the Chief Executive Officer, Senior Financial Officers and members of the Board of Directors

Exhibit 14.1 CODE OF ETHICS APPLICABLE TO THE CHIEF EXECUTIVE OFFICER, SENIOR FINANCIAL OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS GENERAL Atlas Air Worldwide Holdings, Inc. (“Atlas” or the “Company”) maintains an Employee Handbook and Code of Conduct (the “Handbook”) that is applicable to all of the Company’s officers and employees, as well as to individuals and entities who seek to provide g

Subsidiaries’ List, which is filed herewith as Exhibit 21.1.

Exhibit 21.1 Subsidiaries of the Registrant (As of December 31, 2017. All subsidiaries are 100% owned unless indicated otherwise.) State or Other Jurisdiction of Name Incorporation Atlas Air Worldwide Holdings, Inc. (Registrant) Delaware Atlas Air, Inc. Delaware Polar Air Cargo Worldwide, Inc. (1) Delaware Polar Air Cargo LLC. California Atlas Aviation Insurance, Inc. New York Southern Air Holding

Power of Attorney, which is filed herewith as Exhibit 24.1.

Exhibit 24.1 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”), as of February 21, 2018, hereby constitutes and appoints William J. Flynn, John W. Dietrich, Adam R. Kokas and Spencer Schwartz, and each of them, his/her true and lawful attorney-in-fact and agent,

AAWW / Atlas Air Worldwide Holdings, Inc. / FMR LLC / Fidelity Passive Investment

SCHEDULE 13G Amendment No. 5 ATLAS AIR WORLDWIDE HLDGS INC COMMON STOCK Cusip #049164205 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #049164205 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 513,501 Item 6: 0 Item 7: 1,016,058 Item 8: 0 Item 9: 1,016,058 It

AAWW / Atlas Air Worldwide Holdings, Inc. / VANGUARD GROUP INC Passive Investment

atlasairworldwideholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Atlas Air Worldwide Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 049164205 Date of Event Which Requires Filing of this Statement: December 31, 2017

AAWW / Atlas Air Worldwide Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* ATLAS AIR WORLDWIDE HOLDINGS (Name of Issuer) Common Stock (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

AAWW / Atlas Air Worldwide Holdings, Inc. / BlackRock Inc. Passive Investment

us0491642056012418.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) ATLAS AIR WORLDWIDE HOLDINGS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 049164205 - (CUSIP Number) December 31, 2017 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

AAWW / Atlas Air Worldwide Holdings, Inc. / AMAZON COM INC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Atlas Air Worldwide Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 049164205 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate b