−Removed: Headquartered in Phoenix, Arizona, Mesa Air Group, Inc.
−Removed: ("Mesa," the "Company," "we," "our," or "us") is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 67 cities in 34 states, Cuba, and Mexico.
−Removed: As of September 30, 2024, Mesa operated a fleet of 67 regional aircraft consisting of 55 E-175 aircraft and 12 CRJ-900 aircraft with approximately 265 daily departures.
−Removed: During fiscal year 2024, Mesa’s fleet were conducted under our Capacity Purchase Agreement ("CPA") with United and Flight Services Agreement ("FSA") with DHL Network Operations (USA), inc.
−Removed: ("DHL"), leased to a third party, held for sale or maintained as operational spares.
−Removed: Mesa operates all of its flights as United Express flights pursuant to the terms of the CPA entered into with United.
−Removed: Prior to the voluntary wind-down of the FSA with DHL on March 1, 2024, Mesa also operated flights as DHL Express flights pursuant to the terms of the FSA.
−Removed: All of the Company’s consolidated contract revenues for the fiscal years ended September 30, 2024 and September 30, 2023 were derived from operations associated with the United CPA (97% of revenue), DHL FSA (2%), leases of aircraft to a third party (0.4%), and the Company's pilot development program, Mesa Pilot Development ("MPD") (0.5%).
−Removed: The Company also generated contract revenues for the fiscal year ended September 30, 2023 from the Company's CPA with American Airlines, Inc.
−Removed: ("American") prior to the wind-down and termination of the Company's CPA with American on April 3, 2023.
−Removed: The United CPA involves a revenue-guarantee arrangement whereby United pays fixed fees for each aircraft under contract, departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time), and reimbursement of certain direct operating expenses in exchange for providing flight services.
−Removed: United also pays certain expenses directly to suppliers, such as fuel, ground operations and landing fees.
−Removed: Under the terms of the CPA, United controls route selection, pricing, and seat inventories, reducing our exposure to fluctuations in passenger traffic, fare levels, and fuel prices.
−Removed: Regional aircraft are optimal for short- and medium-haul scheduled flights that connect outlying communities with larger cities and act as "feeders" for domestic and international hubs.
−Removed: In addition, regional aircraft are well suited to serve larger city pairs during off-peak times when load factors on larger jets are low.
−Removed: The lower trip costs and operating efficiencies of regional aircraft, along with the competitive nature of the CPA bidding process, provide significant value to major airlines.
−Removed: Merger Agreement
−Removed: On April 4, 2025, the Company entered into an Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") with Republic Airways Holdings, Inc., a Delaware corporation ("Republic").
−Removed: Subject to the terms and conditions of the Merger Agreement, Republic will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation following the Merger.
−Removed: In connection with the Merger, immediately prior to the effective time of the Merger (the "Effective Time"), the Company will convert from a Nevada corporation to a Delaware corporation pursuant to a Plan of Conversion (the "Conversion).
−Removed: Effect on Capital Stock
−Removed: At the Effective Time, each share of common stock (“Company Common Stock”), par value $0.001 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares (as defined in the Merger Agreement) and dissenting shares held by stockholders who (i) have not voted in favor of the Merger or consented to it in writing and (ii) have properly demanded appraisal of such shares of Company Common Stock in accordance with, and have complied in all respects with, the provisions of Section 262 of the Delaware General Corporation Law), shall thereupon be converted into the right to receive 584.90 validly issued, fully paid and non-assessable shares of common stock (“Mesa Common Stock”), no par value per share, of Mesa (the “Merger Consideration”).
−Removed: Treatment of Equity Awards
−Removed: Immediately prior to the Effective Time, (i) any vesting conditions applicable to each Parent RSU (as defined in the Merger Agreement) shall, automatically and without any required action on the part of the holder thereof, accelerate in full, and (ii) each Parent RSU shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Parent RSU to receive the number of shares of Mesa Common Stock subject to such Parent RSU immediately prior to the Effective Time.
−Removed: Immediately prior to the Effective Time, (i) each outstanding Company RSU (as defined in the Merger Agreement) that has vested in accordance with its terms (including each outstanding Company RSU that will become vested upon the closing of the Merger) (a “Vested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Vested Company RSU to receive a number of whole shares of Company Common Stock (rounded up to the next whole share of Company Common Stock), which shares of Company Common Stock shall be converted into Mesa Common Stock, and (ii) each outstanding Company RSU that is not a Vested Company RSU (an “Unvested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be assumed by Mesa and converted into the right to receive an award of restricted shares of Mesa Common Stock pursuant to the Parent Equity Award Plan (as defined in the Merger Agreement) (each, a “Parent Restricted Stock Award”) in an amount equal to the number of whole shares of Mesa Common Stock (rounded up to the next whole share of Mesa Common Stock) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time.
−Removed: Each Company RSU Award assumed and converted into a Mesa Restricted Stock Award shall continue to have, and shall be subject to, the same terms and conditions (including with respect to vesting) as applied to the corresponding Company RSU Award as of immediately prior to the Effective Time.
−Removed: Conditions to the Merger
−Removed: Each of Mesa’s and the Company’s obligation to consummate the Merger is subject to a number of conditions, including, among others, the following, as further described in the Merger Agreement:
−Removed: (i) approval of the transactions contemplated under the Merger Agreement by (a) the holders of at least two-thirds of the outstanding shares of Company Common Stock entitled to vote thereon and (b) the holders of a majority of the outstanding shares of Mesa Common Stock, (ii) expiration of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) effectiveness of the registration statement relating to the transaction, (iv) the shares of Mesa Common Stock to be issued in the Merger being approved for listing on NASDAQ, (v) no governmental entity shall have enacted, issued, promulgated, enforced or entered any law or order that has the effect of making illegal, enjoining, or otherwise restraining or prohibiting the consummation of the transactions contemplated under the Merger Agreement, (vi) the receipt of requisite approvals from specified aviation authorities, (vii) the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the Merger Agreement, (viii) material compliance by the other party with its covenants, (ix) no material adverse effect having occurred with respect to the other party since the signing of the Merger Agreement, (x) the satisfaction of certain specified conditions of the Three Party Agreement (as defined below), (xi) United shall not have materially breached the terms of the CPA Side Letter (as defined in the Merger Agreement) or provided Mesa or the Company with written notice of its intention not to perform or comply with any of the terms or conditions under the Go-Forward CPA (as defined in the Merger Agreement), and (xiii) the filing by Mesa of its Form 10-K for the period ended September 30, 2024 and Form 10-Q for the period ended December 31, 2024.
−Removed: Representations and Warranties;
−Removed: The Merger Agreement contains customary representations, warranties and covenants by Mesa and the Company.
−Removed: The Merger Agreement also contains customary pre-closing covenants, including the obligation of Mesa and the Company to conduct their respective businesses in the ordinary course consistent with past practice and to refrain from taking specified actions without the consent of the other party.
−Removed: Each of Mesa and the Company has agreed not to solicit any offer or proposal for specified alternative transactions, or, subject to certain exceptions relating to the receipt of unsolicited offers that may be deemed to be “superior proposals” (as defined in the Merger Agreement), to participate in discussions or engage in negotiations regarding such an offer or proposal with, or furnish any nonpublic information regarding such an offer or proposal to, any person that has made such an offer or proposal.
−Removed: Termination and Termination Fee
−Removed: The Merger Agreement contains certain customary termination rights, including, among others, (i) the right of either Mesa or the Company to terminate the Merger Agreement if Mesa or the Company’s stockholders fail to approve the Merger, (ii) the right of either Mesa or the Company to terminate the Merger Agreement if (a) the board of directors of the other party changes its recommendation to approve the transactions or (b) the other party materially breaches any of its representations, warranties or covenants contained in the Merger Agreement in a manner that causes certain conditions to closing to not be satisfied, (iii) the right of either Mesa or the Company to terminate the Merger Agreement if, prior to the receipt of such party’s stockholder approval, such party accepts a superior proposal and such party enters into a definitive agreement for such superior proposal and pays the termination fee to the other party, (iv) the right of either Mesa or the Company to terminate the Merger Agreement if the Merger has not occurred by January 5, 2026, and a further extension until April 6, 2026, in certain circumstances (the “Outside Date”), and (v) the right of the Company to terminate the Merger Agreement if there is a breach of the Three Party Agreement or the CPA Side Letter in a manner that causes certain conditions to closing to not be satisfied.
−Removed: If the Merger Agreement is terminated pursuant to certain termination rights, the terminating party will be required to pay a termination fee of $1.5 million to the non-terminating party.
−Removed: Description of Merger Agreement Not Complete
−Removed: The Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Merger Agreement.
−Removed: They are not intended to provide any other factual information about Mesa or the Company.
−Removed: The representations, warranties, covenants and other agreements contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates;
−Removed: were solely for the benefit of the parties to the Merger Agreement;
−Removed: and may be subject to limitations agreed upon by the parties, including being qualified and modified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them.
−Removed: Investors should be aware that the representations, warranties, covenants and other agreements or any description thereof may not reflect the actual state of facts or condition of Mesa or the Company.
−Removed: Moreover, information concerning the subject matter of the representations, warranties, covenants and other agreements may change after the date of the Merger Agreement.
−Removed: Further, investors should read the Merger Agreement not in isolation, but only in conjunction with the other information that Mesa includes in reports, statements and other filings it makes with the Securities and Exchange Commission (the “SEC”).
−Removed: Three Party Agreement
−Removed: Concurrently with the execution and delivery of the Merger Agreement, Mesa, the Company and United, among other parties, entered into that certain Three Party Agreement (the “Three Party Agreement”), pursuant to which, among other things:
−Removed: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities and effectuate certain related transactions;
−Removed: (ii) United will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i);
−Removed: and (iii) Mesa at the closing of the Merger will conduct a primary issuance of shares of Mesa Common Stock equal to six percent of the issued and outstanding shares of Mesa Common Stock after giving effect to the issuance of Mesa Common Stock in the Merger (the “Primary Issuance”), which Primary Issuance will (a) first become available to United to the extent of certain financial contributions made by United to Mesa at or prior to the effective time of the Merger, (b) second, to the extent of any remainder, become available to the surviving corporation to satisfy certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to the persons who, as of immediately prior to the Effective Time, held shares of Mesa Common Stock.
−Removed: Three Party Agreement
−Removed: Concurrently with the execution of the Merger Agreement, the Company, Republic, and United, among other parties, entered into the Three Party Agreement, which provides for, among other things, the following, each subject to the completion of the Merger Agreement:
−Removed: • Termination of the United CPA.
−Removed: • The Company to sell or dispose of all remaining Eligible Assets (as defined in the Three Party Agreement).
−Removed: • The Company to extinguish all remaining debt with cash and sale of assets.
−Removed: Any remaining debt will be assumed by the surviving corporation or forgiven by United.
−Removed: • A three percent (3%) increase in CPA block hour rates, retroactive to January 1, 2025.
−Removed: • The transfer of all of the Company's rights and obligations under its agreements with Archer Aviation Inc.
−Removed: ("Archer") (as discussed in Note 17).
−Removed: • The issuance by the Company (referred to in the Three Party Agreement as the “Primary Issuance”) of shares of Company common stock equal to six percent (6%) of the issued and outstanding shares of Company common stock after giving effect to the issuance of Company common stock in the Merger, which shares will (a) first become available to United to the extent of certain financial contributions made by United to the Company at or prior to the effective time of the Merger, (b) second, to the extent of any remainder, become available to the surviving corporation to satisfy certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to the persons who, as of immediately prior to the effective time of the Merger, held shares of Company common stock.
−Removed: The foregoing description of the Merger Agreement and the Three Party Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the Three Party Agreement, which are attached as Exhibit 2.1 and 10.1, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2025.
−Removed: Liquidity and Going Concern
−Removed: During our fiscal year ended September 30, 2024, the decrease in scheduled flying activity associated with the transition of our operations with American to United, increased costs associated with pilot wages, together with increasing interest rates adversely impacted our financial results, cash flows, financial position, and other key financial ratios.
−Removed: Additionally, United has asked us to accelerate the removal of our CRJ-900 aircraft and transition the pilots to our E-175 fleet.
−Removed: These events will lead to increased costs and impact our block hour capabilities while these pilots are in training.
−Removed: As a result of the decrease in scheduled flying activity for United, we produced less block hours to generate revenues.
−Removed: During the fiscal year ended September 30, 2024, these challenges resulted in a negative impact on the Company’s financial results highlighted by net loss of $91.0 million, primarily due to impairment expense of $73.7 million related to held for sale assets during the year.
−Removed: These conditions and events raised concerns about our ability to continue to fund our operations and meet our debt obligations over the next twelve months from the filing of this Form 10-K.
−Removed: To address such concerns, management developed and implemented certain material changes to our business designed to ensure the Company could continue to fund its operations and meet its debt obligations over the next twelve months.
−Removed: The following measures were implemented during the year ended September 30, 2024, and through the date of issuance of the financial statements.
−Removed: • On April 4, 2025, the Company entered into the Three Party Agreement between United, Republic, and the Company, which provides for, among other things, the following, each subject to the completion of the Merger Agreement:
−Removed: o Termination of the United CPA.
−Removed: o The Company to sell or dispose of all remaining Eligible Assets (as defined in the Three Party Agreement).
−Removed: o The Company to extinguish all remaining debt with cash and sale of assets.
−Removed: Any remaining debt will be assumed by the surviving corporation or forgiven by United.
−Removed: o A three percent (3%) increase in CPA block hour rates, retroactive to January 1, 2025.
−Removed: o The transfer of all of the Company's rights and obligations under its agreements with Archer (as discussed in Note 17).
−Removed: • On April 4, 2025, we entered into the Sixth Amendment to the Third Amended and Restated Capacity Purchase Agreement with United which provides for the following:
−Removed: o The extension of the CPA rate increases agreed upon in the First Amendment to our Third Amended and Restated United CPA and the Second Amendment to our Third Amended and Restated United CPA, dated January 11, 2024, and January 19, 2024, respectively (the "January 2024 United CPA Amendments”), retroactive to January 1, 2025, through March 31, 2026.
−Removed: o The extension of incentives for achieving certain performance metrics, retroactive to July 1, 2024, through March 31, 2026.
−Removed: • On April 4, 2025, we entered into the Sixth Amendment to Second Amended and Restated Credit and Guaranty Agreement providing for the waiver of an existing financial covenant default with respect to the period ended March 31, 2025, and a projected financial covenant default with respect to the periods ending June 30, 2025, September 30, 2025, December 31, 2025, and March 31, 2026, each relating to a minimum liquidity requirement under our United Revolving Credit Facility.
−Removed: • On April 3, 2025, we entered into a purchase agreement with a third party which provides for the sale of 23 GE model CF34-8C engines to the third party for expected gross proceeds of $16.3 million, which will be used to pay down our UST Loan.
−Removed: • On December 31, 2024, we entered into an Aircraft Purchase Agreement with United which provides for the sale of 18 E-175 aircraft to United for gross proceeds of $227.7 million and net proceeds of $84.7 million after the retirement of debt.
−Removed: Subsequently, we closed the sale of all 18 aircraft to United.
−Removed: • On December 30, 2024, we received notice from United that $4.5 million of our Effective Date Revolving Loan balance under our United Revolving Credit Facility has been forgiven for achieving certain operational performance metrics outlined in the United CPA.
−Removed: • On December 24, 2024, we entered into a purchase agreement with a third party which provides for the sale of 15 CRJ-900 airframes to the third party for expected gross proceeds of $19.0 million, which will be used to pay down our UST Loan.
−Removed: On April 3, 2025, the purchase agreement was amended to include an additional 14 CRJ-900 airframes to be sold to the third party for expected gross proceeds of $9.1 million.
−Removed: The total expected gross proceeds of $28.1 million will be used to pay down our UST Loan.
−Removed: • On December 23, 2024, we entered into an agreement with the United States Department of the Treasury (the "UST") to lower the minimum collateral coverage ratio ("CCR") covenant to .99 to 1.0 effective as of November 22, 2024 through February 28, 2025.
−Removed: After such date, the CCR will revert to 1.55 to 1.0.
−Removed: The agreement also requires the Company to use its reasonable best efforts to cause counterparties to all Receivables (as defined in the Treasury Loan) (whether or not constituting “Eligible Receivables” (as defined in the Treasury Loan)) of the Company to be paid to the Eligible Receivables Account (as defined in the Treasury Loan).
−Removed: Receivables generated from the sale of assets that are not Collateral (as defined in the Treasury Loan) are excluded from the scope of the foregoing requirement.
−Removed: As a result of the lower CCR covenant, we are in compliance with this covenant as of September 30, 2024.
−Removed: Additionally, on March 18, 2025, we entered into a new CCR Modification Agreement with the UST to lower the minimum CCR covenant to .91 to 1.0 effective as of February 28, 2025 through the maturity date of the loan.
−Removed: • On December 23, 2024, we entered into a Waiver to Second Amended and Restated Credit and Guaranty Agreement providing for the waiver of an existing financial covenant default with respect to the period July 1, 2024 to December 23, 2024 and a projected financial covenant
−Removed: default with respect to the period December 24, 2024 to December 31, 2024, each relating to a minimum liquidity requirement under our United Revolving Credit Facility.
−Removed: • On December 23, 2024, we entered into the Fourth Amendment to our Third Amended and Restated United CPA which provides for the following:
−Removed: o Amended certain scheduled exit dates for our E-175 and CRJ-900 Covered Aircraft (as defined in the United CPA).
−Removed: o Added provisions relating to the reimbursement by United of up to $14.0 million of pilot training costs incurred by the Company with respect to its E-175 aircraft.
−Removed: • On September 25, 2024, we reached an agreement with United which provides for, among other things, the commitment to buy our two CRJ-700 aircraft out of their lease with GoJet and to purchase such aircraft for total proceeds of $11.0 million, $4.5 million of which will pay down the outstanding obligations.
−Removed: Subsequent to September 30, 2024, we closed the sale of the two CRJ-700 aircraft to United.
−Removed: • Based on the most recent appraisal value of our spare parts, we have $12.4 million of borrowing capacity under our United Revolving Credit Facility.
−Removed: • In addition to already executed agreements to sell aircraft, the Company is actively seeking arrangements to sell other surplus assets primarily related to the CRJ fleet including aircraft, engines, and spare parts to reduce debt and optimize operations.
−Removed: • We have delayed and/or deferred major spending on aircraft and engine maintenance to match the current and projected level of flight activity.
−Removed: The Company believes the plans and initiatives outlined above have effectively alleviated the financial concerns and will allow the Company to meet its cash obligations for the next twelve months following the issuance of its financial statements.
−Removed: The forecast of undiscounted cash flows prepared to determine if the Company has the ability to meet its cash obligations over the next twelve months was prepared with significant judgment and estimates of future cash flows based on projections of CPA block hours, maintenance events, labor costs, and other relevant factors.
−Removed: Assumptions used in the forecast may change or not occur as expected.
−Removed: As of July 16, 2024, the Company was not in compliance with a financial covenant related to a minimum liquidity requirement of $15.0 million of cash and cash equivalents associated with its Second Amended and Restated Credit and Guaranty Agreement with United.
−Removed: On December 23, 2024, the Company entered into a Waiver to Second Amended and Restated Credit and Guaranty Agreement providing for the waiver for the financial covenant default with respect to the period July 1, 2024 to December 23, 2024 and a projected financial covenant default with respect to the period December 24, 2024 to December 31, 2024.
−Removed: Further, on April 4, 2025, the Company entered into the Sixth Amendment to Second Amended and Restated Credit and Guaranty Agreement providing for the waiver of an existing financial covenant default with respect to the period ended March 31, 2025, and a projected financial covenant default with respect to the periods ending June 30, 2025, September 30, 2025, December 31, 2025, and March 31, 2026.
−Removed: As of the issuance of this Form 10-K, we are in compliance with all financial covenants.
−Removed: As of September 30, 2024, the Company had $50.5 million of principal maturity payments on long-term debt due within the next twelve months.
−Removed: Additionally, all outstanding principal amounts of $113.7 million as of September 30, 2024, under our UST Loan are due and payable in a single installment on October 30, 2025.
−Removed: We plan to meet these obligations with our cash on hand, ongoing cashflows from our operations, and the liquidity created from the additional measures identified above.
−Removed: If our plans are not realized, we intend to explore additional opportunities to create liquidity by refinancing and deferring repayment of our principal maturity payments that are due within the next twelve months.
−Removed: The Company continues to monitor covenant compliance with its lenders as any noncompliance could have a material impact on the Company’s financial position, cash flows and results of operations.
−Removed: As of September 30, 2024, the Company is in compliance with all financial covenants.
−Removed: See Sources and Uses of Cash in “Part
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional disclosure.
−Removed: Our Business Strategy
−Removed: Our business strategy consists of the following elements:
−Removed: Maintain Low-Cost Structure
−Removed: We have established ourselves as a low cost provider of regional airline and cargo flight services.
−Removed: We intend to continue our disciplined cost control approach through responsible outsourcing of certain operating functions, by flying large regional aircraft with associated lower maintenance costs and common flight crews across fleet types, and through the diligent control of corporate and administrative costs by implementing company-wide efforts to improve our cost structure.
−Removed: Attractive Work Opportunities
−Removed: We believe our employees have been, and will continue to be, a key to our success.
−Removed: We intend to continue to offer competitive compensation packages, foster a positive and supportive work environment and provide opportunities to fly state-of-the-art, large-gauged regional jets to differentiate us from other carriers and make us an attractive place to work and build a career.
−Removed: Aircraft Fleet
−Removed: We fly only large regional jets manufactured by Bombardier Aerospace ("Bombardier") and Embraer S.A.
−Removed: Mitsubishi Heavy Industries ("MHI"), who acquired the CRJ business from Bombardier, and Embraer are the primary manufacturers of regional jets operated in the United States, which allows us to enjoy operational, recruiting and cost advantages over other regional airlines that operate smaller regional aircraft from less prominent manufacturers.
−Removed: As of September 30, 2024, we had 98 aircraft (owned and leased) consisting of the following:
+Added: Republic is the second largest independent regional airline in the United States based on total fleet and daily departures.
+Added: As of December 31, 2025, Republic had an operational fleet of 275 regional jet aircraft that regularly provides scheduled passenger service on approximately 1,300 daily flights to approximately 130 cities in the United States, Canada, Mexico, and the Caribbean.
+Added: Substantially all of Republic’s service are operated under multi-year Capacity Purchase Agreements (“CPAs”) with the Partner Airlines.
+Added: Republic exclusively operates the dual class Embraer E170/175 family of aircraft and is one of the world’s largest operators of that aircraft type.
+Added: Under Republic’s CPAs, Republic provides substantially all of its flight capacity to the Partner Airlines.
+Added: Republic’s revenues are not materially or immediately affected by variations in fares or passenger load factors, nor by variations in the price of fuel, the cost of which is paid directly by the Partner Airlines.
+Added: In 2025 and 2024, Republic carried passengers on more than 371,000 and 323,000 flights, generating revenues of $1,676.5 million and $1,474.0 million and pre-tax income of $113.4 million and $86.9 million, respectively.
+Added: All of Republic’s service operates under the American Eagle, Delta Connection, or United Express brands.
+Added: Since the beginning of 2017, Republic has won additional regional flying from all three of the Partner Airlines, expanding its operational fleet from 175 to 275 aircraft.
+Added: These aircraft are dedicated to the Partner Airlines under long-term commitments, as shown below.
+Added: E170 (65 to 70 seats)
+Added: E175 (76 seats)
+Added: Contract Expiration
+Added: American Airlines
+Added: Delta Air Lines
+Added: United Airlines
+Added: (1) Represents the minimum operational fleet out of a total of 280 aircraft.
+Added: Operational fleet excludes five spare aircraft.
+Added: (2) Excludes 31 aircraft leased to American Airlines.
+Added: Republic’s development of long-term relationships with multiple major airlines has enabled Republic to diversify its revenue base and to reduce Republic’s dependence on any single, mainline customer.
+Added: For the year ended December 31, 2025, Republic’s departures for American Airlines, Delta Air Lines, and United Airlines were divided in the following proportions:
+Added: Due to the merger of Republic Airways Holdings Inc.
+Added: and Mesa Air Group, Inc., whereby the Company merged with and into Mesa Air Group, Inc.
+Added: (the “Merger”) in November 2025, Republic expects its departures to increase
+Added: significantly in 2026.
+Added: The Company expects an approximate increase of 24% block hours during the year ending December 31, 2026.
+Added: The Essential Role of Regional Airlines
+Added: Regional airlines play an essential, daily role in the U.S.
+Added: airline industry and constitute the only local access point to the global air travel system for hundreds of U.S.
+Added: According to the Regional Airline Association (“RAA”), 32% of all scheduled airline flights in the United States in 2024 were performed by regional airlines, and approximately 134 million passengers were carried on those flights.
+Added: airports with scheduled passenger service, 64% are served exclusively by regional airlines.
+Added: Regional airlines work in close cooperation with their major airline partners, rather than in competition with them.
+Added: Like many large organizations, the U.S.
+Added: major airlines outsource certain operating functions to independent providers that demonstrate outstanding specialization and cost-efficiency in their respective functional areas.
+Added: Examples include payroll processing, call center operations, and aircraft maintenance, among others.
+Added: Among the most visible and commercially important of these outsourced functions is the job of providing safe, clean, reliable, and efficiently scheduled flights for the millions of passengers each year who travel between small markets and the large-market hubs of the major airlines.
+Added: Republic believes few major airline hubs would be viable today without the regional airline flights that build schedule density and transport passenger traffic to the hub.
+Added: The vast majority of regional flying in the United States today is performed under CPAs.
+Added: Republic’s CPAs stipulate that Republic operates flights under the Partner Airlines’ two-letter flight designation codes (also known as “code-sharing”), paint Republic’s aircraft in the style of the Partner Airlines, and otherwise use the Partner Airlines’ American Eagle, Delta Connection, or United Express branding elements.
+Added: the Partner Airlines control route selection, pricing, marketing, and scheduling and provide Republic with fuel, ground support services, airport landing slots, and gate access, allowing Republic to focus all of its efforts on delivering safe, clean, and reliable regional service.
+Added: the Partner Airlines retain all the revenue from the passengers and cargo aboard Republic’s flights and, in exchange, pay Republic the fixed amounts specified under Republic’s CPAs.
+Added: Republic benefits because Republic’s CPAs shelter Republic from many of the elements that cause volatility in airline financial performance, including fuel prices, variations in ticket prices, and passenger load factors.
+Added: Republic’s Strengths
+Added: Republic believes the following strengths create competitive advantages that make Republic an employer of choice for airline professionals starting their careers and a key strategic partner for the Partner Airlines:
+Added: Long-Duration Contracts with Three Major Airlines .
+Added: Republic’s contracts have individual aircraft expirations ranging from 2026 into the late 2030s, and Republic’s average contract expiration is in October 2031.
+Added: Republic’s contracts provide for minimum aircraft utilization levels, fixed payments per month for each aircraft under contract, fixed payments for each block hour or flight performed, provision of fuel by the Partner Airlines, and reimbursement of certain direct operating expenses, such as insurance and aircraft property taxes.
+Added: Having the three Partner Airlines has allowed Republic to diversify its financial and operational risk.
+Added: Republic believes this diversity allows it to not be limited by the rate at which any one of the Partner Airlines can, or wishes to, grow.
+Added: By flying for different Partner Airlines, Republic is also able to leverage the cost of Republic’s overhead expenses across multiple parties.
+Added: If travel demand should be interrupted or follow an unexpected pattern, Republic’s CPA contracts still afford Republic better revenue visibility and downside protection than air carriers that have full exposure to adverse movements in passenger load factors, fuel prices, and airfares.
+Added: Republic Airways has maintained a partnership with American Airlines and its predecessors for more than 50 years, which Republic believes is a result of Republic’s distinct focus on operational excellence.
+Added: Republic Airways subsequently expanded its partnership reach to Delta Air Lines in 2002 and United Airlines in 2004 and have operated under the same mission of unparalleled service each year.
+Added: Mesa has maintained a partnership with United Airlines since 1990.
+Added: Additionally, Republic’s commitment to safety is experienced by Republic’s passengers every day and Republic has a perfect passenger safety record over Republic’s 50-year history of operating commercial aircraft.
+Added: Operational Excellence and Reliability .
+Added: During the year ended December 31, 2025, Republic completed 99.99% of its flights adjusting for weather and other non-controllable events, which Republic defines as controllable completion factor (“CCF”).
+Added: Despite Republic’s contracted routes being concentrated in regions which experience severe air traffic congestion and weather-related disruptions, Republic has continued to be a leading performer in the industry in terms of on-time arrival performance.
+Added: Republic believes that the amount charged to the Partner Airlines for services and Republic’s ability to reliably operate regional jet flights are the two most important factors weighed by the Partner Airlines in awarding new flying contracts, and that Republic’s completion percentage is a significant factor in assessing Republic’s reliability.
+Added: Because Republic operates in some of the most logistically challenging air spaces for the Partner Airlines, any operational issue affects a series of connecting flights, and therefore the Partner Airlines value Republic’s reliability more in these locations than in less congested airports.
+Added: Financial Strength and Risk Management .
+Added: As of December 31, 2025, Republic had total cash, cash equivalents, restricted cash, and marketable securities of $319.9 million, equivalent to approximately 19% of Republic’s 2025 annual revenues, and $1,225.3 million of total debt and lease obligations (operating and financing leases).
+Added: Approximately 93% of Republic’s aircraft and engine debt is comprised of aircraft and engine mortgages with maturities that closely match their respective original CPA expiries.
+Added: Provided Republic performs to satisfactory operational levels and no Partner default occurs, the payments received under Republic’s CPAs are structured to cover the mortgage principal and interest payments, and to reduce mortgage principal balances to zero by the end of the initial CPA term.
+Added: Republic owns outright 33% of its aircraft fleet and expects to own 49% of the fleet by the end of 2028.
+Added: Republic believes its prudent financial management and strong balance sheet will allow Republic to aggressively pursue opportunities to expand its flying as opportunities become available.
+Added: Strong Culture Drives Recruitment and Retention .
+Added: Since inception, Republic has built a reputation as the employer and career path of choice for aviation professionals.
+Added: Current staffing levels should position Republic for future growth opportunities.
+Added: Republic believes there are several qualitative factors that contribute to Republic’s success in pilot, flight attendant, maintenance technician, and dispatcher recruitment and retention:
+Added: • Attractive Culture:
+Added: Republic believes it offers a positive work environment and culture for its employees, and strives to provide a favorable quality of life.
+Added: For example, Republic has made significant investments in proprietary technology, including in its mobile application, to ensure Republic can take action to quickly recover from irregular operations, such as by finding alternative routes, crews, and hotel accommodations.
+Added: • Training Focus:
+Added: Republic opened a new state-of-the-art aviation campus in 2023 that provides an inclusive campus atmosphere with a dedicated facility to provide overnight accommodations.
+Added: The new campus provides training for Republic’s pilots, flight attendants, maintenance technicians, and dispatchers, which Republic believes sets Republic apart from its competition and assists in attracting new aviation professionals to the industry.
+Added: • Career Advancement Opportunities:
+Added: Republic provides its employees exposure to all three of the Partner Airlines’ airline networks and believes its employees value this broad exposure since it may lead to placement advantages for those ultimately looking to progress from Republic to American Airlines, Delta Air Lines, or United Airlines.
+Added: Republic only flies large, dual class regional jets with advanced flight deck avionics, which Republic believes aviation professionals hold in high regard due to their performance and comfort.
+Added: • Favorable Contracts:
+Added: Republic Airways has CBAs with its pilots, flight attendants, and dispatchers.
+Added: Mesa Airlines has CBAs with its pilots and flight attendants.
+Added: Republic believes its CBAs are among the most favorable in the industry in terms of the wages and benefits offered.
+Added: Republic’s Strategy
+Added: Republic’s business strategy consists of the following principal elements:
+Added: CPA Flying Only .
+Added: Substantially all of Republic’s regional flying is performed under CPAs, which is a low risk business model due to guaranteed levels of operations.
+Added: Positioning Republic for Future Growth .
+Added: Republic regularly engages with the Partner Airlines to anticipate their long-term regional capacity requirements and to support their regional airline capacity needs as they adapt or enter into new markets.
+Added: Republic believes that future regional aircraft flying opportunities will be awarded to the regional airlines demonstrating outstanding operational reliability at an efficient cost and an ability to staff the flying commitment.
+Added: Republic intends to compete aggressively for opportunities to expand its base of CPA flying.
+Added: Focus on Complementary Aircraft Types .
+Added: All of Republic’s operating regional jet aircraft are dual class Embraer E170/175 aircraft.
+Added: Republic has significant experience with operating dual class regional aircraft and will consider organic growth opportunities that would allow Republic to operate other large, dual class regional aircraft types.
+Added: Emphasize Quality Service .
+Added: Safety, reliability, and passenger service are at the core of Republic’s business strategy.
+Added: Republic believes providing superior performance to the Partner Airlines will make Republic a preferred alternative when the Partner Airlines develop requirements for additional regional flying or seek to reallocate existing regional flying from one provider to another.
+Added: Republic focuses on providing excellent passenger service through well-trained personnel, clean aircraft, consistent in-flight amenities, and on-time performance.
+Added: Republic’s operational excellence is exemplified by its flight completion factors and ability to quickly recover following inclement weather events.
+Added: Republic believes its CCF of 99.99% for the year ended December 31, 2025 is particularly notable given the concentration of Republic’s flight routes at logistically challenging airports.
+Added: Republic believes its focus on passenger service, cleanliness, safety, and reliability helps the Partner Airlines build customer loyalty and compete better in their own right.
+Added: Differentiated Pilot Development and Other Career Opportunities .
+Added: Republic’s ability to recruit and retain pilots has been key to Republic’s business.
+Added: Republic intends to continue to offer competitive compensation packages, foster a positive work environment, and provide opportunities to fly state-of-the-art, large, dual class regional jets to differentiate Republic from other regional carriers and make Republic an attractive place to work and build a career.
+Added: For pilot associates seeking to shift to careers at major airlines, Republic believes the quality of experience obtained at Republic, including the opportunity to fly for all three major carriers, raises Republic’s pilots likelihood of moving directly to their preferred air carrier.
+Added: Republic believes it has a distinct competitive advantage in its ability to train pilots in a single location at Republic’s state-of-the-art aviation campus that provides necessary flight instruction and flight simulator time, including full motion simulators.
+Added: In addition, Republic believes it is leading the industry in its strategic approach to attracting and developing new pilots, technicians, and dispatchers.
+Added: Republic works with over 20 flight training programs across the country for recruitment, has established more than 25 meaningful partnerships with colleges and flight schools for hiring pathways, and owns one of the only proprietary flight schools in the regional airline industry, LIFT Academy, based in Indianapolis, Indiana.
+Added: LIFT Academy’s mission is to attract a new generation of aviation professionals to flight careers by providing superior flight training while addressing the economic and structural barriers to entry.
+Added: The program is structured so that LIFT Academy graduates will have a defined career pathway to being a First Officer with Republic.
+Added: In addition, Republic secured a partnership with Hyannis Air Service Inc.
+Added: d/b/a Cape Air and Nantucket Airlines (“Cape Air”) to create a flow program of talented aviators from LIFT Academy to Cape Air to supplement their workforce in exchange for flight hours and valuable experience.
+Added: This creates a stronger pathway for both airlines.
+Added: Since its founding in 2018 , LIFT Academy has expanded its operations with additional flight school locations in Columbia, S.C, Myrtle Beach, SC, Galveston, TX, Columbus, IN, and at Moton Field in partnership with Tuskegee University in Tuskegee, AL.
+Added: In return for the high-quality training Republic provides, LIFT graduates will contractually commit to work at Republic for at least five years or at least two years as a Captain upon graduation.
+Added: LIFT Academy admitted its first class of students in September 2018 and has the
+Added: potential to train over 500 students each year.
+Added: With the Merger with Mesa, Republic acquired Bridge Air (formerly Mesa Pilot Development Program) which provides a low-cost option for pilots needing the FAA minimum hour requirement by flying designated missions to work for airlines such as Republic Airways or Mesa Airlines.
+Added: Both Republic Airways and LIFT Academy offer an Aviation Maintenance Technician (“AMT”) Apprenticeship Program in partnership with the U.S.
+Added: Department of Labor (“DOL”) to provide hands-on training and one-on-one instruction with Republic and LIFT Academy licensed maintenance technicians for individuals seeking employment as licensed AMTs with Republic.
+Added: The program takes less than three years to complete, and upon completion of their training and successful Airframe and Powerplant (“A&P”) examinations, AMT apprentices have a direct pathway to a career at Republic.
+Added: To address dispatcher development, Republic has created an aircraft dispatcher apprenticeship program that allows individuals with little or no airline experience to train in a six-to-eight-week paid program to learn the skills and knowledge required to become a Federal Aviation Administration (“FAA”) c ertified aircraft dispatcher.
+Added: In addition, Republic has a partnership with Ivy Tech Community College to support full-time associates who have not yet attained a college degree or a professional certification.
+Added: For eligible associates, Republic contributes a portion of tuition towards eligible associate degree and certificate programs each year.
+Added: Continue to Develop Republic’s Aircraft Platform .
+Added: Republic intends to continue to focus its operations on the most modern, large, dual class regional jets.
+Added: In anticipation of long-term fleet replacement needs and the potential to capture additional regional flying, Republic has an order for 29 Embraer regional jets (E175), and expects three aircraft to be delivered during the three months ended March 31, 2026, with the 26 remaining deliveries scheduled for delivery in 2027 through 2029.
+Added: Republic believes the use of larger, dual class regional jets allows Republic to offer a higher quality service to the Partner Airlines without incurring increased operating costs relative to its competitors.
+Added: Markets and Routes
+Added: Republic provides scheduled passenger service on approximately 1,300 flights daily to approximately 130 cities in the United States, Canada, Mexico, and the Caribbean.
+Added: The Partner Airlines determine the routes that Republic operates for them, which are subject to certain parameters in Republic’s CPAs with the Partner Airlines.
+Added: The following table illustrates the major hubs and focus cities of the Partner Airlines into which Republic provided significant levels of service as of December 31, 2025 :
+Added: Partner Hub and Focus Cities
+Added: American Airlines Boston, MA (BOS);
+Added: Chicago, IL (ORD);
+Added: New York, NY (LGA and JFK);
+Added: Philadelphia, PA (PHL);
+Added: Washington Reagan National (DCA)
+Added: Delta Air Lines Boston, MA (BOS);
+Added: Detroit, MI (DTW);
+Added: New York, NY (LGA and JFK)
+Added: United Airlines Chicago, IL (ORD);
+Added: Newark, NJ (EWR);
+Added: Washington-Dulles (IAD);
+Added: Houston, TX (IAH);
+Added: Louisville, KY (SDF)
+Added: The following map illustrates the routes Republic flies for Republic’s Partner Airlines:
+Added: Capacity Purchase Agreements with the Partner Airlines
+Added: Republic’s fixed-fee CPAs are structured so that revenues are generally derived from (i) a fixed fee per departure, flight hour, and/or block hour of time incurred in addition to overall aircraft in service and aircraft per day fees, payable on a monthly basis, and (ii) a premium amount, which is earned by maintaining a minimum aircraft utilization and exemplary operating results.
+Added: These rates are generally subject to periodic economic adjustment.
+Added: Republic additionally receives reimbursement from its Partner Airlines for direct expenses incurred in operations, such as qualifying maintenance activities, aircraft insurance, and property taxes.
+Added: Republic refers to Partner reimbursements as “pass-through” charges.
+Added: Certain charges such as fuel, landing fees, and certain ownership costs, are paid directly by the Partner Airlines, although the charges were incurred by Republic in its ongoing operations.
+Added: Republic refers to these charges as “Partner direct charges.”
+Added: Pursuant to Republic’s CPAs, Republic provides passenger service on behalf of American Airlines, Delta Air Lines, and United Airlines, and Republic is authorized to use the Partner Airlines’ two-character flight designator codes (American Airlines—“AA,” Delta Air Lines—“DL,” and United Airlines—“UA”) to identify Republic’s flights directly within each Partner’s reservation systems and to outfit Republic’s interior and exterior aircraft livery with the Partner Airlines’ colors, logos, and service marks, allowing for joint marketing of Republic’s flights by Republic and each of the Partner Airlines.
+Added: Passenger tickets are issued by each of the Partner Airlines, who therefore bear the risk associated with fare competition and management of seat inventory.
+Added: In addition, under Republic’s fixed-fee CPAs with American Airlines, Delta Air Lines, and United Airlines, Republic’s passengers are eligible for participation in the Partner Airlines’ frequent flyer loyalty programs:
+Added: AAdvantage®, SkyMiles®, and MileagePlus®, respectively.
+Added: Support services such as reservations, ticketing, ground handling services, baggage handling, fuel procurement, commuter slot rights, and airport facilities, among others, are additionally provided by the Partner Airlines.
+Added: Significant provisions in Republic’s CPAs, which are amended from time to time, are discussed below.
+Added: American Airlines
+Added: As of December 31, 2025, Republic had 92 aircraft under operation for American Airlines.
+Added: In conjunction with Republic’s agreement with American Airlines for the redeployment of 44 E170 aircraft to American Airlines operations, Republic reached an agreement with American Airlines with customary commercial leasing terms, for the lease of 31 of the 44 E170 aircraft through 2032 .
+Added: Republic operates the remaining 13 E170 aircraft under the CPA.
+Added: Key provisions of our American Airlines CPAs are as follows:
+Added: American Airlines
+Added: Operational aircraft—December 31, 2025
+Added: Aircraft type
+Added: Seating configuration
65 – 76 seats
+Added: Scheduled expiration (3)
+Added: December 2028 – October 2033
+Added: Significant pass-through / Partner direct charges
+Added: Pass-through —insurance, property taxes, certain cabin refurbishments, and miscellaneous station expenses
+Added: Partner direct charges —aircraft fuel, landing fees, ground handling operations, and on-board catering
+Added: (1) Includes three maintenance aircraft allocated to the American Airlines CPAs.
+Added: (2) Excludes 31 aircraft leased to American Airlines.
+Added: (3) Unless otherwise extended or amended, the CPAs expire once all applicable aircraft are withdrawn from the agreements.
+Added: The American Airlines CPAs provide for extension at the option of American Airlines and are subject to early termination provisions for cause after satisfying the applicable notice period and failure to cure.
+Added: Additionally, American Airlines has the right to withdraw aircraft from the American Airlines CPAs and require that Republic immediately cease operations of American Eagle flights if, among other things, Republic fails to maintain certain controllable completion rates and controllable on-time departure targets.
+Added: Following the occurrence of a labor strike for six consecutive days, American Airlines has the right to purchase certain aircraft from Republic within 60 days of providing written notice regardless of whether such labor strike is later resolved.
+Added: Delta Air Lines
+Added: As of December 31, 2025 , Republic had 57 aircraft under operation for Delta Air Lines.
+Added: In February 2026, the Company and Delta Air Lines reached agreement for a three-year extension of five E170 aircraft under operation according to the CPA.
+Added: New term dates for the related aircraft expire beginning October 2029.
+Added: Key provisions of our Delta Air Lines CPAs are summarized as follows:
+Added: Delta Air Lines
+Added: Operational aircraft—December 31, 2025
+Added: Aircraft type
+Added: Seating configuration
69 – 76 seats
−Removed: Active under CPA
−Removed: Held for sale (1)
−Removed: Leased to third party
−Removed: (1) Two CRJ-700 aircraft and two CRJ-900 airframes held for sale are active as of September 30, 2024, and included as active in the above chart.
−Removed: The following table lists the aircraft we own and lease as of September 30, 2024 and the passenger capacity of such aircraft:
−Removed: Type of Aircraft
−Removed: E-175 Regional Jet
−Removed: CRJ-900 Regional Jet
−Removed: CRJ-700 Regional Jet
−Removed: (2) All 42 of these E-175 aircraft are owned by United and leased to us at nominal amounts.
−Removed: MHI and Embraer regional jets are among the quietest commercial jets currently available and offer many of the amenities of larger commercial jet aircraft, including flight attendant service, a stand-up cabin, overhead and under seat storage, lavatories and in-flight snack and beverage service.
−Removed: The speed of MHI and Embraer regional jets is comparable to larger aircraft operated by major airlines, and they have a range of approximately 1,600 miles and 2,100 miles, respectively.
−Removed: We do not currently have any existing arrangements with MHI or Embraer to acquire additional aircraft.
−Removed: The following table summarizes our available seat miles ("ASMs") flown and contract revenue recognized under our CPAs for our fiscal years ended September 30, 2024 and 2023, respectively:
−Removed: Year Ended September 30, 2024
−Removed: Year Ended September 30, 2023
−Removed: (in thousands)
−Removed: (in thousands)
−Removed: (3) Includes revenue from the DHL FSA, GoJet lease, and MPD.
−Removed: United Capacity Purchase Agreement
−Removed: Our agreement with United consists of the operation of E-175 and CRJ-900 aircraft under our United CPA.
−Removed: The financial arrangement between the Company and United includes a revenue-guarantee arrangement.
−Removed: Under the revenue-guarantee provisions, United pays us a fixed minimum monthly amount per aircraft under contract, plus additional amounts related to departures and block hours flown.
−Removed: We also receive direct reimbursement of certain operating expenses, including passenger liability insurance.
−Removed: Other expenses, including fuel and ground operations are directly paid to suppliers by United.
−Removed: We believe we are in material compliance with the terms of our United CPA.
−Removed: We benefit from the revenue guarantee arrangement under our United CPA because we are sheltered, to an extent, from some of the elements that cause volatility in airline financial performance, including variations in ticket prices, fluctuations in number of passengers and fuel prices.
−Removed: However, we do not benefit from positive trends in ticket prices (including ancillary revenue programs), the number of passengers enplaned, or reductions in fuel prices.
−Removed: United retains all revenue collected from passengers carried on our flights.
−Removed: In providing regional flying under our CPA, we use the logos, service marks and aircraft paint schemes of United.
−Removed: Under the United CPA, we currently have the ability to fly up to 67 aircraft for United.
−Removed: During the year ended September 30, 2024, United began exercising its right under Section 2.4(a) of the United CPA to remove CRJ-900 Covered Aircraft (as defined in the United CPA).
−Removed: 14 CRJ-900 aircraft were removed from the CPA, and the remaining 12 will be removed from the CPA by the end of February 2025.
−Removed: As of September 30, 2024, we operated 55 E-175 and 12 CRJ-900 aircraft under our United CPA.
−Removed: Under the United CPA, United owns 42 of our 60 E-175 aircraft.
−Removed: The E-175 aircraft owned by United and leased to us have terms expiring between 2024 and 2028, and the 18 E-175 aircraft owned by us have terms expiring in 2028.
−Removed: United reimburses us on a pass-through basis for certain costs related to heavy airframe and engine maintenance, landing gear, auxiliary power units (" APUs ") and component maintenance for the aircraft owned by United.
−Removed: Our United CPA permits United, subject to certain conditions, including the payment of certain costs tied to aircraft type, to terminate the agreement in its discretion, or remove aircraft from service, by giving us notice of 90 days or more.
−Removed: If United elects to terminate our United CPA in its entirety or permanently remove select aircraft from service, we are permitted to return any of the affected aircraft leased from United at no cost to us.
−Removed: In addition, if United removes any of our 18 owned E-175 aircraft from service at its direction, United would remain obligated, at our option, to assume the aircraft ownership and associated debt with respect to such aircraft through the end of the term of the United CPA.
−Removed: Subsequent to September 30, 2024, we amended our United CPA, providing for the following:
−Removed: • The extension of the CPA rate increases agreed upon in the January 2024 United CPA Amendments through March 31, 2026.
−Removed: • The extension of incentives for achieving certain performance metrics through March 2026.
−Removed: • The commitment of a combined fleet of 60 CRJ-900 and E-175 aircraft through February 2025, and an entirely E-175 fleet by March 2025.
−Removed: • Reimbursement of up to $14.0 million of expenses related to the transition to an entirely E-175 fleet.
−Removed: • Amendment of certain scheduled exit dates for our E-175 and CRJ-900 Covered Aircraft (as defined in the United CPA).
−Removed: On January 11, 2024 and January 19, 2024, we entered into the January 2024 United CPA Amendments which provide for the following:
−Removed: • Increased CPA rates, retroactive to October 1, 2023 through December 31, 2024.
−Removed: • Amended certain notice requirements for removal by United of up to eight CRJ-900 Covered Aircraft (as defined in the United CPA) from the United CPA.
−Removed: • Extended United's existing utilization waiver for the Company's operation of E-175 and CRJ-900 Covered Aircraft (as defined in the United CPA) to June 30, 2024.
−Removed: Our United CPA is subject to early termination prior to its expiration in various circumstances including:
−Removed: ▪ If certain operational performance factors fall below a specified percentage for a specified time, subject to notice under certain circumstances;
−Removed: ▪ If we fail to perform the material covenants, agreements, terms or conditions of our United CPA or similar agreements with United, subject to 30 days' notice and cure rights;
−Removed: ▪ If either United or we become insolvent, file bankruptcy, or fail to pay debts when due, the non-defaulting party may terminate the agreement;
−Removed: ▪ If we merge with, or if control of us is acquired by another air carrier or a corporation directly or indirectly owning or controlling another air carrier;
−Removed: ▪ United, subject to certain conditions, including the payment of certain costs tied to aircraft type, may terminate the agreement in its discretion, or remove E-175 aircraft from service, by giving us notice of 90 days or more;
−Removed: ▪ If United elects to terminate our United CPA in its entirety or permanently remove aircraft from service, we are permitted to return any of the affected E-175 aircraft leased from United at no cost to us.
−Removed: DHL Flight Services Agreement
−Removed: On December 20, 2019, we entered into a FSA with DHL (the "DHL FSA").
−Removed: Under the terms of the DHL FSA, we operated four Boeing 737 aircraft to provide cargo air transportation services.
−Removed: In exchange for providing cargo flight services, we received a fee per block hour with a minimum block hour guarantee.
−Removed: We were eligible for a monthly performance bonus or subject to a monthly penalty based on timeliness and completion performance.
−Removed: Ground support expenses including fueling and airport fees were paid directly by DHL.
−Removed: On March 15, 2024, we entered into Amendment No.
−Removed: 3 to our DHL FSA which provided for the wind-down and termination of our flight operations on behalf of DHL.
−Removed: As part of this Amendment, we received $1.0 million for wind-down and associated costs.
−Removed: American Capacity Purchase Agreement
−Removed: In December 2022, we entered into Amendment No.
−Removed: 11 (the “American Amendment”) to our Amended and Restated Capacity Purchase Agreement previously entered into in November 2020 (as theretofore amended, the "American CPA").
−Removed: The American Amendment provided for the termination and wind-down of the American CPA by April 3, 2023 (the “Wind-down Period”), at which time all Covered Aircraft (as defined in the American CPA) were removed from the American CPA.
−Removed: In March 2023, we began to transition aircraft operated under the American CPA to the United CPA.
−Removed: The American CPA was previously set to expire by its terms on December 31, 2025.
−Removed: Under the terms of the American Amendment, during the Wind-down Period (i) we continued to receive a fixed minimum monthly amount per aircraft covered by the American CPA, plus additional amounts based on the number of flights and block hours flown during each month, subject to adjustment based on the Company’s controllable completion rate and certain other factors, and (ii) American agreed not to exercise certain termination or withdrawal rights under the American CPA if we failed to meet certain operational performance targets for the three consecutive month period ended January 31, 2023.
−Removed: No Material Breach (as defined in the American CPA) occurred that would have required the payment of liquidated damages.
−Removed: As a result, American agreed to waive Mesa’s failure to meet certain past operational performance targets and other requirements, which triggered termination and withdrawal rights for American pursuant to the terms of American CPA.
−Removed: All CCF targets were met during the Wind-down Period, and there were no penalties associated with that performance metric.
−Removed: The parties executed a written mutual release of all claims and acknowledgment that no Material Breaches occurred.
−Removed: Maintenance and Repairs
−Removed: Airlines are subject to extensive regulation.
−Removed: We have a FAA mandated and approved maintenance program.
−Removed: Aircraft maintenance and repair consists of routine and non-routine maintenance, and work performed is divided into three general categories:
−Removed: line maintenance, heavy maintenance, and component service.
−Removed: We also outsource certain aircraft maintenance and other operating functions.
−Removed: We use competitive bidding among qualified vendors to procure these services.
−Removed: We have long-term maintenance contracts with AAR to provide fixed-rate parts procurement and component overhaul services for our aircraft fleet.
−Removed: Under these agreements, AAR provides maintenance and engineering services on any aircraft that we designate during the term of the agreement, along with access to a spare parts inventory pool, in exchange for a fixed monthly fee.
−Removed: Line maintenance consists of routine daily and weekly scheduled maintenance checks on our aircraft.
−Removed: Line maintenance is performed at certain locations throughout our system and represents the majority of and most extensive maintenance we perform.
−Removed: Major airframe maintenance checks consist of a series of more complex tasks that can take from one to four weeks to accomplish and typically are required approximately every 28 months, on average, across our fleet.
−Removed: Engine overhauls and engine performance restoration events are quite extensive and can take two months.
−Removed: We maintain an inventory of spare engines to provide for continued operations during engine maintenance events.
−Removed: We expect to begin the initial planned engine maintenance overhauls on our new engine fleet approximately four to six years after the date of manufacture and introduction into our fleet, with subsequent engine maintenance every four to six years thereafter.
−Removed: Due to our current fleet size, we believe outsourcing all of our heavy maintenance, engine
−Removed: restoration, and major part repair is more economical than performing this work using our internal maintenance team.
−Removed: We consider our primary competition to be U.S.
−Removed: regional airlines that currently hold or compete for CPAs for passenger services with major airlines.
−Removed: Our competition includes, therefore, nearly every other domestic regional airline, including Air Wisconsin Airlines Corporation;
−Removed: Commuetair, Inc.
−Removed: ("Commuteair");
−Removed: Endeavor Air, Inc.
−Removed: (owned by Delta) ("Endeavor");
−Removed: Envoy Air, Inc.
−Removed: PSA Airlines, Inc.
−Removed: Piedmont Airlines, Inc.
−Removed: ("Piedmont") (Envoy, PSA and Piedmont are owned by American);
−Removed: Horizon Air Industries, Inc.
−Removed: (owned by Alaska Air Group, Inc.) ("Horizon");
−Removed: SkyWest Inc., parent of SkyWest Airlines, Inc.;
−Removed: Republic Airways Holdings Inc.;
−Removed: and Trans States Airlines, Inc.
−Removed: Major airlines typically offer CPAs to regional airlines on the basis of the following criteria:
−Removed: availability of labor resources;
−Removed: proposed contract economic terms;
−Removed: reliable and on-time flight operations;
−Removed: corporate financial resources including ability to procure and finance aircraft;
−Removed: customer service levels;
−Removed: and other factors.
−Removed: Certain of our competitors are larger and have significantly greater financial and other resources than we do.
−Removed: Moreover, economic downturns, combined with competitive pressures, have contributed to a number of reorganizations, bankruptcies, liquidations, and business combinations among major and regional carriers.
−Removed: The effect of economic downturns is somewhat mitigated by our reliance on a CPA with revenue-guarantee provisions, but the renewal and continued profitability of our partnership with United is not guaranteed.
−Removed: Aircraft Fuel
−Removed: Our CPA provides that United sources, procures, and directly pays third-party vendors for all fuel used in the performance of the CPA.
−Removed: Accordingly, we do not recognize fuel expenses or revenues for flying under our CPA and we face very limited exposure to fuel price fluctuations.
−Removed: Fuel expenses relating to MPD are paid by the Company.
−Removed: We maintain insurance policies that we believe are of types customary in the airline industry and as required by the DOT, lessors and other financing parties, and United under the terms of our CPA.
−Removed: The policies principally provide liability coverage for public and passenger injury;
−Removed: damage to property;
−Removed: loss of or damage to flight equipment;
−Removed: directors' and officers' liability;
−Removed: advertiser and media liability;
−Removed: cyber risk liability;
−Removed: workers' compensation and employer's liability;
−Removed: and war risk (terrorism).
−Removed: Although we currently believe our insurance coverage is adequate, we cannot assure you that the amount of such coverage will not be changed or that we will not be forced to bear substantial losses from accidents.
−Removed: Human Capital Management
−Removed: As of September 30, 2024, we employed 1,838 employees, consisting of 596 pilots, 559 flight attendants, 32 flight dispatchers, 447 maintenance employees and 204 employees in administrative or other roles.
−Removed: Our continued success is partly dependent on our ability to continue to attract and retain qualified personnel.
−Removed: We have never been the subject of a labor strike or labor action that materially impacted our operations.
−Removed: FAA regulations require pilots to have an Airline Transport Pilot ("ATP") license with specific ratings for the aircraft to be flown, and to be medically certified as physically fit to fly.
−Removed: FAA and medical certifications are subject to periodic renewal requirements including recurrent training and recent flying experience.
−Removed: Mechanics, quality-control inspectors, and flight dispatchers must be certificated and qualified for specific aircraft.
−Removed: Flight attendants must have initial and periodic competency training and qualification.
−Removed: Training programs are subject to approval and monitoring by the FAA.
−Removed: Management personnel directly involved in
−Removed: the supervision of flight operations, training, maintenance, and aircraft inspection must also meet experience standards prescribed by FAA regulations.
−Removed: All safety-sensitive employees are subject to pre-employment, random, and post-accident drug testing.
−Removed: The airline industry has from time to time experienced a shortage of qualified personnel, particularly with respect to pilots and maintenance technicians.
−Removed: In addition, as is common with most of our competitors, we have faced considerable turnover of our employees.
−Removed: Regional airline pilots, flight attendants, and maintenance technicians often leave to work for larger airlines, which generally offer higher salaries and better benefit programs than regional airlines are financially able to offer.
−Removed: Should the turnover of employees, particularly pilots and maintenance technicians revert back to the rate that occurred over the recent past and/or, sharply increase, the result will be significantly higher training costs than otherwise would be necessary, as well as a shortage in the required number of applicable personnel, and we may need to request a reduced flight schedule with United, which may result in operational performance penalties under our CPA.
−Removed: We cannot assure that we will be able to recruit, train and retain the qualified employees that we need to carry out our expansion plans or replace departing employees.
−Removed: As of September 30, 2024, approximately 62.8% of our employees were represented by labor unions under collective-bargaining agreements, as set forth below.
−Removed: No other employees of ours or our subsidiaries are parties to any other collective bargaining agreement or union contracts.
−Removed: Employee Groups
−Removed: Representative
−Removed: Air Line Pilots Association
−Removed: Flight Attendants
−Removed: Association of Flight Attendants
−Removed: Maintenance Department
−Removed: Administrative
−Removed: The Railway Labor Act ("RLA") governs our relations with labor organizations.
−Removed: Under the RLA, the collective bargaining agreements generally do not expire, but instead become amendable as of a stated date.
−Removed: If either party wishes to modify the terms of any such agreement, they must notify the other party in the manner agreed to by the parties.
−Removed: Under the RLA, after receipt of such notice, the parties must meet for direct negotiations, and if no agreement is reached, either party may request the National Mediation Board ("NMB") to appoint a federal mediator.
+Added: Scheduled expiration (1)
+Added: November 2027 – June 2030
+Added: Significant pass-through / Partner direct charges
+Added: Pass-through —insurance, property taxes, certain planned major maintenance activities, and miscellaneous station expenses
+Added: Partner direct charges —aircraft fuel, landing fees, on-board catering, and ownership of certain aircraft
+Added: (1) Republic and Delta Air Lines may terminate the Delta Air Lines CPAs for material breach of contract and significant declines in operating performance, among others, after satisfying applicable notice and cure periods.
+Added: United Airlines
+Added: As of December 31, 2025 , Republic had 126 aircraft under operation for United Airlines.
+Added: The Company entered into a CPA with United Airlines during the year ended December 31, 2021, for the replacement of 38 E170 aircraft with new E175 aircraft for scheduled passenger service over a 12-year term, including certain customary right-of-use aircraft leasing terms.
+Added: The Company placed 34 aircraft into service since inception of the CPA.
+Added: Additionally, the Company further repositioned 34 E170 aircraft from the United Airlines CPAs based on scheduled United Airlines CPA expiries during the years then ended.
+Added: The remaining four aircraft are expected to be operating on the United Airlines CPA during the year ending December 31, 2026, which includes one aircraft delivered during the year ended December 31, 2025, which had not yet commenced revenue service.
+Added: Further, on November 25, 2025, in connection with the Merger, the Company entered into a new 10-year CPA with United Airlines and Mesa, to operate an additional 60 E175 aircraft owned by United Airlines and operated by Mesa Airlines, Inc.
+Added: In relation to the Merger with Mesa, the Company received $49.0 million as a non-refundable upfront fee from United Airlines to cover expenses related to the Merger and is recognized in accounts payable and accrued and other liabilities-related parties and other non-current liabilities-related parties in the consolidated balance sheets as of December 31, 2025.
+Added: The fee is being amortized ratably on a straight-line basis over the respective CPA term.
+Added: Key provisions of our United Airlines CPAs are as follows:
+Added: United Airlines
+Added: Operational aircraft—December 31, 2025
+Added: Aircraft type
+Added: Seating configuration
+Added: 70 – 76 seats
+Added: Scheduled expiration (1)(2)
+Added: January 2026 – December 2037
+Added: Significant pass-through / Partner direct charges (3)
+Added: Pass-through —insurance, property taxes, certain planned major maintenance activities, and miscellaneous station expenses
+Added: Partner direct charges —aircraft fuel, landing fees, on-board catering, and ownership of certain aircraft
+Added: (1) United Airlines has a call option to assume Republic’s ownership or leasehold interests in certain aircraft (i) if Republic wrongfully terminates the CPA, (ii) if United Airlines terminates the agreements for Republic’s breach of contract, or (iii) at the election of United Airlines, subject to certain notice requirements and age and condition of call option aircraft.
+Added: (2) The United Airlines CPAs may be terminated by United Airlines upon providing 30 days’ written notice if, among other reasons, Republic fails to attain certain operating performance targets for a specified period, subject to a right to cure.
+Added: The United Airlines CPAs may be terminated by United Airlines immediately upon written notice (without any prior notice), following the occurrence of a labor strike for ten or more consecutive days.
+Added: (3) United Airlines has the right to assume Republic’s responsibility to purchase any of the pass-through products and services.
+Added: Flight Equipment
+Added: As of December 31, 2025 , Republic had 311 regional jet aircraft as described in the following table.
+Added: Regional jet aircraft exclude 115 general aviation aircraft dedicated to LIFT Academy and Bridge Air.
+Added: Type Total Aircraft (1)
+Added: Finance Leases Partner Controlled (3)
+Added: Average Age (in years) Seating Configuration
+Added: E170/175 311 193 11 107 13.0 65-76 seats
+Added: (1) Includes five spare and 31 aircraft that have been leased to another airline.
+Added: (2) 46% of Republic’s owned aircraft have a debt obligation in exchange for a first lien on the aircraft.
+Added: (3) Refers to Republic’s aircraft with leasing arrangements between Republic and the Partner Airlines.
+Added: Republic refers to these aircraft as “Partner Controlled” aircraft.
+Added: All of Republic’s leased aircraft are leased pursuant to finance leases, with current lease expirations ranging from 2030 to 2031 .
+Added: From time to time, Republic enters into purchase commitments for future aircraft and engine deliveries.
+Added: The Company regularly makes pre-delivery deposit payments (“PDPs”) to support aircraft and engines on order.
+Added: PDPs are retained and applied against the historical cost of the corresponding aircraft or engine at the time of its acquisition or expensed when deposit amounts are no longer expected to be returned from the manufacturer.
+Added: Republic has an order for 29 Embraer regional jets (E175), and expects three aircraft to be delivered during the three months ended March 31, 2026, with the remaining 26 aircraft deliveries beginning in 2027 through 2029.
+Added: Employees and Collective Bargaining Agreement s ( “C BAs”)
+Added: As of December 31, 2025 , Republic employed approximately 8,400 employees.
+Added: Of Republic’s total headcount, approximately 71% of employees are represented by CBAs as follows:
+Added: Employee Group
+Added: Republic Airways Pilots
+Added: International Brotherhood of Teamsters (“IBT”), Local 357
+Added: Mesa Airlines Pilots
+Added: Air Line Pilots Association (“ALPA”), International
+Added: Republic Airways Flight Attendants
+Added: IBT, Local 135
+Added: Mesa Airlines Flight Attendants
+Added: The Association of Flight Attendants-CWA (“AFA”), AFL-CIO
+Added: Republic Airways Dispatchers
+Added: Transport Workers Union of America (“TWU”), Local 592
+Added: Collective bargaining agreements between the Company and each of IBT, Local 357;
+Added: IBT, Local 135;
+Added: Association of Flight Attendants and TWU, Local 592 become amendable during the year ending December 31, 2027.
+Added: The CBA between Mesa Airlines and ALPA is currently amendable.
+Added: Although the Company has never had a work interruption or stoppage, the Company is subject to risks of work interruption or stoppage .
+Added: Such conditions would materially impact the Company’s financial position, results of operations and cash flows, should they occur.
+Added: The Railway Labor Act (“RLA”) governs Republic’s relations with labor organizations.
+Added: Under the RLA, CBAs generally do not expire but instead become amendable as of a stated date.
+Added: If either party wishes to modify the terms of any such agreement, they must notify the other party in an agreed-upon manner.
+Added: After receipt of such notice, the parties must meet for direct negotiations, and if no agreement is reached, either party may request that the National Mediation Board (“NMB”) appoints a Federal mediator.
The RLA prescribes no set timetable for the direct negotiation and mediation process.
−Removed: It is not unusual for those processes to last for many months, and even for a few years.
+Added: It is not unusual for those processes to last for many months, extending into years.
If no agreement is reached in mediation, the NMB in its discretion may declare at some time that an impasse exists, and if an impasse is declared, the NMB proffers binding arbitration to the parties.
Either party may decline to submit to arbitration.
−Removed: If arbitration is rejected by either party, a 30-day "cooling off" period commences.
+Added: If arbitration is rejected by either party, a
+Added: 30 -day “cooling off” period c ommences.
During that period (or after), a Presidential Emergency Board (“PEB”) may be established, which examines the parties’ positions and recommends a solution.
2 unchanged sentences
Congress and the President have the authority to prevent “self-help” by enacting legislation that, among other things, imposes a settlement on the parties.
−Removed: The table above sets forth our employee groups and status of the collective bargaining agreements.
+Added: The FAA regulations require pilots to have an Air Transport Pilot (“ATP”) license with specific ratings for aircraft to be flown and to be medically certified as physically fit to fly.
+Added: FAA and medical certifications are subject to periodic renewal requirements, including recurrent training and recent flying experience.
+Added: Maintenance technicians, quality-control inspectors, and flight dispatchers must be certificated and qualified for specific aircraft.
+Added: Flight attendants must have initial and periodic competency training and qualification.
+Added: Training programs are subject to approval and monitoring by the FAA.
+Added: Management personnel directly involved in the supervision of flight operations, training, maintenance, and aircraft inspection must also meet experience standards prescribed by FAA regulations.
+Added: All safety-sensitive employees are subject to pre-employment, random, and post-accident drug testing.
+Added: The airline industry has from time to time experienced a shortage of qualified personnel, particularly with respect to pilots and maintenance technicians.
+Added: In addition, as is common with most of Republic’s competitors, Republic has faced considerable turnover of its employees.
+Added: Regional pilots, flight attendants, and maintenance technicians often leave to work for larger airlines, which generally offer higher salaries and more comprehensive benefit programs than regional airlines are financially able to offer.
+Added: Republic’s turnover is expected to increase when hiring expands at major carriers, cargo carriers, or low-cost carriers.
+Added: Attracting, Developing, and Retaining Talent
+Added: Recruitment Strategies
+Added: Republic strives to be the employer of choice for aviation professionals pursuing a career in the regional airline industry, and Republic continually advances its recruiting strategies to attract quality aviation professionals.
+Added: Republic adapts its recruitment efforts based on the supply of eligible aviation professionals and Republic’s outlook for anticipated future flight demand.
+Added: Republic’s recruiting focus generally targets key aviation technical roles, particularly pilots and maintenance technicians.
+Added: Republic seeks qualified individuals throughout all positions on both internal and external career websites, supporting professional development leads, and investment in targeted advertising, social media outreach, employee referrals, and relationships with community-based organizations and educational institutions.
+Added: School Partnerships and Development
+Added: Republic prioritizes workforce development investments and maintains relationships with numerous flight schools and educational institutions across the country that are focused on developing the next generation of aviation professionals.
+Added: Republic focuses recruitment efforts on pilots and maintenance technicians that have completed required coursework from an accredited flight or maintenance school, respectively, and have obtained other applicable certifications.
+Added: Republic has established additional robust programs to enhance Republic’s recruiting efforts toward individuals who are new industry entrants or are in the process of completing their training, including the following programs:
+Added: • Republic owns one of the only proprietary flight schools in the regional airline industry, LIFT Academy.
+Added: Republic’s mission is to attract a new generation of aviation professionals to flight and maintenance careers by providing superior aviation training, while addressing the economic and structural barriers to entry to the aviation industry.
+Added: The program is structured so that LIFT Academy graduates will have a defined career pathway to become a pilot or aviation maintenance technician with Republic.
+Added: In addition, Republic has secured a partnership with Cape Air to create a flow program of talented aviators from LIFT Academy to Cape Air to supplement their workforce in exchange for flight hours and valuable experience.
+Added: In addition, our Bridge Air program allows for economically advantageous flight hour time building.
+Added: These programs create a stronger pathway for both airlines
+Added: and breaks down even more barriers for future aviation professionals.
+Added: In return for the high-quality training Republic will provide, LIFT graduates contractually commit to working at Republic for at least five years or at least two years as a Captain upon graduation.
+Added: LIFT Academy has the potential to train over 500 students each year.
+Added: • Republic works with more than 20 flight training programs across the country for recruitment and has established more than 25 meaningful partnerships with colleges and flight schools for hiring pathways.
+Added: The purpose of these partnerships is to increase Republic’s access to qualified applicants for employment and to increase employment opportunities for students who attend these programs.
+Added: These partnerships will have access to the preferential interview process for the respective schools’ students and marketing rights for both the flight school/university and Republic.
+Added: The Partner Airlines are also invited to attend its annual faculty/staff roundtable, allowing for industry and academia to partner and remain apprised of the continuous changes in commercial aviation.
+Added: • The Pilot Ambassador Program is currently staffed by approximately 75 flight students and instructors, representing flight and educational institutions throughout the country.
+Added: Selected students partner with Republic to serve as brand ambassadors on their respective campuses and are consistent and on-site resources for their peers who are interested in employment with us.
+Added: Ambassadors play a key role in the pipeline of Republic’s RJET Cadet Program.
+Added: Each Ambassador has a conditional employment offer and will join Republic as a First Officer upon completion of their flight training requirements.
+Added: • The RJET Cadet Program is a pathway from classroom to flight deck for all flight school students.
+Added: Students currently attending a flight school can interview with Republic for a conditional employment offer for a pilot position following the completion of their instrument certification.
+Added: Republic has over 1,000 students enrolled in the Cadet program.
+Added: Each student holds a conditional offer of employment to join Republic as a pilot upon completion of their flight training requirements.
+Added: • The AMT Apprenticeship Program provides a career path for individuals seeking employment as licensed AMTs with us.
+Added: In this DOL certified program, participants “earn while they learn,” and are compensated while they complete on-the-job training alongside licensed professionals over the course of 30 months.
+Added: Upon completion of their training and successful A&P examinations, AMT apprentices have a direct pathway to a career at Republic.
+Added: Republic offers a similar program through LIFT Academy with training alongside LIFT licensed maintenance professionals.
+Added: On-going Training and Retention
+Added: Republic invests in retaining its professionals by providing a range of talent development opportunities, including mandatory compliance training, new hire training, and general professional development, as well as engaging in the training of leaders through leadership development courses.
+Added: Republic’s training programs include full-motion flight simulators for pilots, cabin trainers for flight attendants , and on-the-job training for Republic’s maintenance technicians.
+Added: In 2023 , Republic completed a state-of-the-art aviation campus that houses simulators, cabin trainers, and classrooms to train its pilots, flight attendants, maintenance technicians, dispatchers, and other employees.
+Added: Republic also reinforces its guiding principles, as well as through Republic’s employee appreciation and recognition programs.
+Added: These programs are intentionally built upon Republic’s guiding principles:
+Added: to be good stewards of Republic’s resources, to encourage a culture of fun and action, to strive for excellence in everything Republic does, and to trust, respect, and care for one another.
+Added: Total Rewards
+Added: Republic operates in a customer-focused, team-based environment and provides opportunities for dedicated individuals to develop their careers, while receiving competitive compensation, benefits, and rewards.
+Added: Republic’s employees receive several compensation benefits, including but not limited to:
+Added: • Competitive wages and incentives based on Republic’s operating and financial performance goals.
+Added: • Multiple insurance options, including health care and life insurance.
+Added: • Access to retirement savings plans with matching contributions.
+Added: • Employee assistance programs, which include confidential counseling services.
+Added: • A variety of resources that allow for scheduling flexibility with paid time off from work.
+Added: • Space-available travel privilege program for employees and eligible family members through the Partner Airlines.
+Added: • Access to financial wellness programs, continuing education partnerships, and other work-life effectiveness programs.
+Added: Employee Reporting
+Added: Republic’s Code of Conduct contains general guidelines for conducting business in an ethical manner.
+Added: Republic is committed to a working environment that is safe and supports open and honest communication.
+Added: Republic has established a reporting system for any employee to report a violation of Republic’s policy, including harassment, discrimination, drug and alcohol use, fraudulent financial practices, or a breach involving safety or security.
+Added: A general grievance may also be filed even if an employee has already utilized their chain of command or chooses to remain anonymous.
+Added: Reports can be filed using a toll-free hotline that is published internally.
+Added: Maintenance of Aircraft and Training
+Added: Using a combination of FAA certified maintenance vendors and Republic’s own employees and facilities, Republic maintains its aircraft on a scheduled and “as-needed” basis.
+Added: Republic emphasizes preventive maintenance and inspects its aircraft engines and airframes, as required by FAA regulation to enhance reliability and avoid excess costs from the avoidance of irregular operation events.
+Added: Under Republic’s maintenance agreements, Republic is charged for covered services based on a fixed rate for each flight hour or flight cycle accumulated by the engines or airframes in service each month.
+Added: Rates are subject to annual revisions, generally based on certain inflation indices published by the DOL Bureau of Labor Statistics.
+Added: Republic believes its ongoing maintenance program reduces the likelihood of unexpected maintenance expense levels for its engines, avionics, wheels and brakes, and other spare parts.
+Added: Certain of these agreements contain minimum guarantee amounts, penalty provisions for the early removal of aircraft, and termination for activity levels below the minimums.
+Added: Republic performs overnight maintenance at its facilities in Columbus, OH;
+Added: Indianapolis, IN;
+Added: Louisville, KY;
+Added: Pittsburgh, PA;
+Added: and Dulles, VA.
+Added: Republic also performs routine maintenance services from select line maintenance locations.
+Added: Republic’s heavy maintenance is performed by its vendors in Windsor, Ontario, Canada;
+Added: Oklahoma City, OK;
+Added: and Nashville, TN.
+Added: All maintenance technicians and avionics specialists employed by Republic have appropriate training and experience and hold required licenses issued by the FAA.
+Added: Republic provides periodic in-house and outside training for its maintenance and flight personnel and also takes advantage of manufacturers’ training programs that are offered when Republic acquires new aircraft.
+Added: Republic Airways owns one full-motion flight simulator, and leases seven simulators that are all housed in its state-of-the-art aviation campus in Carmel, Indiana .
+Added: Mesa also has an agreement to obtain additional simulator time for up to two additional simulators located in Arizona.
+Added: Republic believes its lease arrangements will be able to provide adequate and cost-effective flight simulator training for its pilots.
Safety and Security
−Removed: We are committed to the safety and security of our passengers and employees.
−Removed: We have taken many steps, both voluntarily and as mandated by governmental authorities, to increase the safety of our operations.
−Removed: Some of the safety and security measures we have taken with United includes aircraft security and surveillance, positive bag matching procedures, enhanced passenger and baggage screening and search procedures, and securing of cockpit doors.
−Removed: We are committed to complying with future safety and security requirements.
−Removed: Our ongoing focus on safety relies on training our employees to proper standards and providing them with the tools and equipment they require so they can perform their job functions in a safe and efficient manner.
−Removed: Safety in the workplace targets several areas of our operation including dispatch, flight operations and maintenance.
−Removed: The TSA and the U.S.
−Removed: Customs and Border Protection, each a division of the U.S.
+Added: Republic is dedicated to ensuring the safety and security of Republic’s customers and associates.
+Added: Republic has taken numerous measures, both voluntarily and as required by regulatory authorities, to increase the safety and security of Republic’s operations.
+Added: Republic is committed to complying with future safety and security requirements.
+Added: Republic expects its employees to think, plan, communicate, and act appropriately to prevent injury, illness, or harm to themselves, fellow associates, passengers, and its aircraft.
+Added: Republic’s ongoing focus on safety relies on training its employees to proper standards and providing them with the tools and equipment they require so they can perform their job functions in a safe and efficient manner.
+Added: Safety in the workplace targets several areas of Republic’s operation including:
+Added: dispatch, flight operations, in-flight, and maintenance.
+Added: The Transportation Security Administration (“ TSA”) and the U.S.
+Added: Customs and Border Protection ( “ U.S.
+Added: CBP”), each a division of the U.S.
Department of Homeland Security, are responsible for certain civil aviation security matters, including passenger and baggage screening at U.S.
−Removed: airports, and international passenger prescreening prior to entry into or departure from U.S.
+Added: airports, and international passenger prescreening prior to entry into or departure from the United States.
International flights are subject to customs, border, immigration, and similar requirements of equivalent foreign governmental agencies.
−Removed: We are currently in compliance with all directives issued by such agencies.
−Removed: We maintain active, open lines of communication with the TSA at all of our locations to ensure proper standards for security of our personnel, equipment and facilities are exercised throughout our operations.
−Removed: In addition to aircraft, we have office and maintenance facilities to support our operations.
−Removed: Each of our facilities are summarized in the following table:
−Removed: Corporate Headquarters
−Removed: Phoenix, Arizona
−Removed: Training Center
−Removed: Phoenix, Arizona
−Removed: Phoenix, Arizona
−Removed: Phoenix, Arizona
−Removed: Office, Hangar and Warehouse
−Removed: El Paso, Texas
−Removed: Parts Storage
−Removed: Dallas, Texas
−Removed: Houston, Texas
−Removed: Louisville, Kentucky
−Removed: Dulles, Washington
−Removed: Cargo Building
−Removed: Dulles, Washington
−Removed: Tucson, Arizona
−Removed: Our corporate headquarters and training facilities in Phoenix, Arizona are subject to long-term leases expiring on November 30, 2032 and May 31, 2025, respectively.
−Removed: We believe our facilities are suitable and adequate for our current and anticipated needs.
−Removed: Foreign Ownership
−Removed: Under DOT regulations and federal law, we must be owned and controlled by U.S.
−Removed: The restrictions imposed by federal law and regulations currently require that at least 75% of our voting stock must be owned and controlled, directly and indirectly, by persons or entities who are U.S.
−Removed: citizens, as defined in the Federal Aviation Act, that our president and at least two-thirds of the members of our Board of Directors and other managing officers be U.S.
−Removed: citizens, and that we be under the actual control of U.S.
−Removed: In addition, at least 51% of our total outstanding stock must be owned and controlled by U.S.
−Removed: citizens and no more than 49% of our stock may be held, directly or indirectly, by persons or entities who are not U.S.
−Removed: citizens and are from countries that have entered into " open skies " air transport agreements with the U.S.
−Removed: which allow unrestricted access between the United States and the applicable foreign country and to points beyond the foreign country on flights serving the foreign country.
−Removed: We are currently in compliance with these ownership provisions.
+Added: Republic currently complies, in all material respects, with all directives issued by such agencies.
+Added: Republic maintains active, open lines of communication with the TSA at all of its locations to ensure proper standards for security of its personnel, equipment, and facilities are exercised throughout the operation.
+Added: Competition and Economic Conditions
+Added: The airline industry is highly competitive.
+Added: We compete primarily with independent and wholly-owned U.S.
+Added: regional airlines that currently hold or compete for CPAs with major airlines.
+Added: Republic’s competition includes nearly every other domestic regional airline, including Endeavor (wholly-owned by Delta Air Lines);
+Added: Envoy, PSA, and Piedmont (each, wholly-owned by the parent company of American Airlines);
+Added: and SkyWest Airlines, Inc.
+Added: Certain information regarding Republic and Republic’s primary competitors, published by the RAA, is listed below:
+Added: Regional Airline (1)
+Added: 2024 Enplanned Passengers Ownership Estimated
+Added: (greater than
+Added: 50 seats) as of
+Added: (50 seats or fewer) as of June 2025
+Added: SkyWest 42,216,983 Publicly Traded 411 77
+Added: Republic 19,300,860 Publicly Traded 214 —
+Added: Envoy 18,087,511 Wholly-owned subsidiary of American Airlines 168 —
+Added: PSA 13,752,479 Wholly-owned subsidiary of American Airlines 140 —
+Added: Endeavor 13,037,113 Wholly-owned subsidiary of Delta Air Lines 140 —
+Added: Horizon 5,404,967 Wholly-owned subsidiary of Alaska Airlines 45 —
+Added: (1) Certain smaller independent regional airlines with code-share relationships or CPAs with major airlines have been excluded due to size.
+Added: Major airlines typically offer CPAs to regional airlines on the basis of the following criteria:
+Added: (i) availability of labor resources;
+Added: (ii) proposed contract economic terms;
+Added: (iii) reliable and on-time flight operations;
+Added: (iv) corporate financial resources, including ability to procure and finance aircraft;
+Added: and (v) customer service levels.
+Added: Additionally, each major airline may be limited in the number and type of regional jet aircraft it may use in its network due to agreements major airlines have with their own labor groups, commonly referred to in the industry as “scope limitations.” Given the Partner Airlines’ scope limitations, Republic currently does not operate regional jet aircraft configured with more than 76 seats.
+Added: Certain of Republic’s competitors are larger and have significantly greater financial and other resources than Republic.
+Added: Moreover, economic downturns combined with competitive pressures, have contributed to a number of reorganizations, bankruptcies, liquidations, and business combinations among major airlines and regional carriers in recent years.
+Added: The effect of economic downturns is somewhat mitigated by Republic’s reliance on Republic’s CPAs with revenue-guarantee provisions, but the renewal and continued profitability of these partnerships with the Partner Airlines is not guaranteed.
+Added: If, however, any of the Partner Airlines experience a prolonged decline in the number of passengers or are negatively affected by low ticket prices or high fuel prices, they may seek rate reductions in future CPAs, or materially reduce scheduled flights in order to reduce their costs.
+Added: In addition, adverse weather conditions or air traffic controller
+Added: staffing can impact Republic’s ability to complete scheduled flights and can have a negative impact on Republic’s operations and financial condition.
+Added: Also, major airline scope limitations may restrict growth opportunities for regional carriers.
Government Regulation
Aviation Regulation
−Removed: The DOT and FAA have regulatory authority over air transportation in the United States and all international air service is subject to certain U.S.
−Removed: federal requirements and approvals, as well as the regulatory requirements of the appropriate authorities of the foreign countries involved.
−Removed: The DOT has authority to issue certificates of public convenience and necessity, exemptions and other economic authority required for airlines to provide domestic and foreign air transportation.
+Added: The airline industry is heavily regulated, especially by the Federal government.
+Added: Two of the primary regulatory authorities overseeing civil air transportation in the United States are the Department of Transportation (“DOT”), and the FAA, an organization within the DOT.
+Added: The DOT and FAA have regulatory authority over air transportation to, from, and within the United States.
+Added: The DOT has authority to issue certificates of public convenience and necessity, exemptions, and other economic authority required for airlines to provide interstate and foreign air transportation.
International routes and international code-sharing arrangements are regulated by the DOT and by the governments of the foreign countries involved.
airline’s ability to operate flights to and from international destinations is subject to the air transport agreements between the United States and the foreign country and the carrier’s ability to obtain the necessary authority from the DOT and the applicable foreign government.
−Removed: government has negotiated "open skies" agreements with many countries, which allow broad access between the United States and the applicable foreign country.
+Added: government has negotiated “open skies” agreements with many countries, which generally allow unrestricted access between the United States and the applicable foreign country and to points beyond the foreign country on flights serving the foreign country.
With certain other countries, however, the United States has a restricted air transportation agreement.
−Removed: Our international flights to Mexico are governed by a bilateral air transport agreement which the DOT has determined has all of the attributes of an "open skies" agreement.
−Removed: Our flights to Cuba are governed by bilateral air transport agreements between the United States and Cuba.
−Removed: Changes in U.S., Mexican, or Cuban aviation policies could result in the alteration or termination of the corresponding air transport agreement, or otherwise affect our operations to and from these countries.
−Removed: There is still a degree of uncertainty about the future of scheduled commercial flight operations between the United States and Cuba as a result of changes in diplomatic relations between the two governments, as well as travel and trade restrictions implemented by the U.S.
−Removed: government in 2017.
−Removed: We are largely sheltered from the economic impact changes to existing "open skies" agreements or volatility in U.S., Mexican, or Cuban aviation polices because United controls route selection and scheduling under our CPA.
−Removed: The FAA is responsible for regulating and overseeing matters relating to the safety of air carrier flight operations, including the control of navigable air space, the qualification of flight personnel, flight training practices, compliance with FAA airline operating certificate requirements, aircraft certification and maintenance requirements and other matters affecting air safety.
−Removed: The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate.
−Removed: We currently hold an FAR-121 air carrier certificate.
−Removed: In July 2013, as directed by the U.S.
−Removed: Congress, the FAA issued more stringent pilot qualification and crew member flight training standards, which increased the required training time for new airline pilots (the "FAA Qualification Standards").
−Removed: The FAA Qualification Standards, which became effective in August 2013, require first officers to hold an ATP certificate, requiring 1,500 hours total flight time as a pilot.
−Removed: Previously, first officers were required to have only a commercial pilot certificate, which required 250 hours of flight time.
−Removed: The rule also mandates stricter rules to minimize pilot fatigue.
−Removed: Airport Access
−Removed: Flights at three major domestic airports are regulated through allocations of landing and takeoff authority (i.e., "slots" and "operating authorizations") or similar regulatory mechanisms, which limit take-offs and landings at those airports.
−Removed: Each slot represents the authorization to land at or take off from the particular airport during a specified time period.
−Removed: In the United States, the FAA currently regulates the allocation of slots, slot exemptions, operating authorizations, or similar capacity allocation mechanisms at one of the airports we serve, LaGuardia Airport (LGA) in New York.
−Removed: Our operations at this airport generally requires the allocation of slots or analogous regulatory authorizations, which are obtained by United.
+Added: Changes in the aviation policies of the United States or any foreign country that Republic serves, changes with respect to air transportation agreements, or changes in the relationship between the U.S.
+Added: and a foreign country that Republic serves could result in the alteration or termination of the corresponding air transport agreement, diminish the value of Republic’s international route authorities, or otherwise affect Republic’s operations to or from these countries.
+Added: The FAA is responsible for regulating and overseeing matters relating to the safety of air carrier flight operations, including the control of navigable air space;
+Added: the qualifications of flight personnel;
+Added: flight training practices;
+Added: pilot flight, duty, and rest requirements;
+Added: compliance with FAA airline operating certificate requirements;
+Added: aircraft certification, registration, inspection, and maintenance requirements;
+Added: and other matters affecting air safety and operations.
+Added: The FAA requires commercial airlines like Republic to obtain and hold an FAA Air Carrier Certificate.
+Added: In addition, the FAA requires, among other things:
+Added: operating, airworthiness, and other certifications;
+Added: approval of personnel who may engage in flight maintenance or operations activities;
+Added: record keeping procedures in accordance with FAA requirements;
+Added: and FAA approval of flight training and retraining programs.
+Added: Generally, governmental agencies, such as the DOT and FAA, enforce their regulations through, among other mechanisms, routine audits, investigations, and proceedings, which can result in civil or criminal penalties and/or suspension or revocation of operating authority.
+Added: Republic believes that it is operating in compliance with DOT and FAA regulations, in all material respects, and holds all necessary operating and airworthiness certificates and licenses.
+Added: Republic incurs substantial costs in maintaining its current certifications and otherwise complying with the laws, rules, and regulations to which Republic is subject.
+Added: Republic’s flight operations, maintenance, inspection, record keeping , and training programs are conducted under FAA approved procedures.
+Added: The airline industry is subject to legislative actions that may have an impact on operations and costs.
+Added: In 2024 , the U.S.
+Added: Congress approved a five -year reauthorization for the FAA, which encompasses significant aviation tax and policy-related issues.
+Added: The law includes a range of policy changes related to enhancing aviation safety, improving and modernizing air traffic control, and strengthening the aviation workforce.
+Added: Implementation of some items continues into the new Administration, and depending on how they are implemented, could impact Republic’s operations and costs.
+Added: Additionally, the U.S.
+Added: Congress may consider legislation related to environmental issues or increases to the U.S.
+Added: federal corporate income tax rate, which could impact the airline industry.
Consumer Protection Regulation
−Removed: The DOT also has jurisdiction over certain economic issues affecting air transportation and consumer protection matters, including unfair or deceptive practices and unfair methods of competition, lengthy tarmac delays, air carriers, airline advertising, denied boarding compensation, ticket refunds, baggage liability, contracts of carriage, customer service commitments, customer complaints, and transportation of passengers with disabilities.
−Removed: The DOT frequently adopts new consumer protection regulations, such as
−Removed: rules to protect passengers addressing lengthy tarmac delays, chronically delayed flights, CPA disclosure and undisclosed display bias, and is reviewing new guidelines to address the transparency of airline non-ticket fees and refunding baggage fees for delayed checked baggage.
−Removed: The DOT also has authority to review certain joint venture agreements, code-sharing agreements (where an airline places its designator code on a flight operated by another airline) and wet-leasing agreements (where one airline provides aircraft and crew to another airline) between carriers and regulates other economic matters such as slot transactions.
+Added: The DOT also has jurisdiction over certain economic issues affecting air transportation and consumer protection matters, including unfair or deceptive practices and unfair methods of competition by air carriers and ticket agents, airline advertising, denied boarding compensation, ticket refunds, baggage liability, lengthy tarmac delays, contracts of carriage, consumer notices and disclosures, customer service commitments, customer complaints, and transportation of passengers with disabilities.
+Added: The DOT frequently adopts new consumer protection regulations, and it may adopt new consumer protection regulations in the future, which could impose additional requirements.
+Added: The DOT also has authority to review certain joint venture agreements, marketing agreements, code-sharing agreements (where an airline places its designator code on a flight operated by another airline), and wet-leasing agreements (where one airline provides aircraft and crew to another airline) between carriers and regulates other economic matters.
+Added: Foreign Ownership
+Added: Under Federal law and DOT policy, Republic must be owned and controlled by U.S.
+Added: The restrictions imposed by Federal law and DOT policy require that Republic’s most senior officer and at least two-thirds of Republic’s Board of Directors and other managing officers be U.S.
+Added: that at least 75% of Republic’s voting stock must be owned and controlled, directly and indirectly, by persons or entities who are U.S.
+Added: and that Republic be under the actual control of U.S.
+Added: In addition, at least 51% of Republic’s total outstanding stock must be owned and controlled by U.S.
+Added: citizens and no more than 49% of Republic’s stock may be owned or controlled, directly or indirectly, by persons or entities who are not U.S.
+Added: citizens and are from countries that have entered into “open skies” air transport agreements with the United States which allow unrestricted access between the United States and the applicable foreign country and to points beyond the foreign country on flights serving the foreign country.
+Added: Airport Access
+Added: Flights at three major domestic airports (Ronald Reagan Washington National Airport (DCA) in Washington, D.C.
+Added: and New York’s LaGuardia Airport (LGA) and John F.
+Added: Kennedy International Airport (JFK)) are federally regulated by the DOT and FAA through allocations of landing and take-off authority (i.e.
+Added: slots, slot exemptions, and operating authorizations (collectively, “Slots”)) or similar regulatory mechanisms, which limit departures and landings at those airports.
+Added: Each Slot represents the authorization to land at or depart from the particular airport on a particular day during a specified time period.
+Added: Republic’s operations at these airports require the allocation of Slots.
+Added: Republic or the Partner Airlines currently have sufficient Slots to operate Republic’s existing flights, but there is no assurance that Republic will be able to do so in the future because, among other reasons, such Slot allocations are subject to changes in government regulations and policies.
+Added: Republic has one Slot exemption at DCA which is subject to an expiration date, for which Republic will attempt to seek extension.
+Added: There is no assurance that the Slot exemption will be extended.
+Added: Republic’s ability to retain Slots is subject to “use-or-lose” provisions of the governing FAA regulations or orders, and Republic’s ability to expand service at Slot-controlled airports similarly is limited.
+Added: The DOT and FAA also regulate Slot transactions between airlines.
+Added: The FAA can grant, and has granted, waivers meeting certain criteria for limited periods that, subject to certain conditions, allow carriers, including us, to maintain existing Slots at Slot-controlled airports while not complying with the use-or-lose provisions of the governing FAA regulations or orders, but future waivers are not assured.
Environmental Regulation
−Removed: We are subject to various federal, state, local and foreign laws and regulations relating to environmental protection matters.
−Removed: These laws and regulations govern such matters as environmental reporting, storage and disposal of materials and chemicals and aircraft noise.
−Removed: We are, and expect in the future to be, involved in various environmental matters and conditions at, or related to, our properties.
−Removed: We are not currently subject to any environmental cleanup orders or actions imposed by regulatory authorities.
−Removed: We are not aware of any active material environmental investigations related to our assets or properties.
+Added: Federal law generally recognizes the proprietary rights of airport operators to implement local noise abatement programs, so long as such programs satisfy various criteria including that they do not interfere unreasonably with interstate or foreign commerce or the national aviation system.
+Added: Federal law set forth in the Airport Noise and Capacity Act, 49 U.S.C.
+Added: § 47521, et seq.
+Added: (“ANCA”) generally limits local laws impacting air space use and management, air traffic control, safety, and the regulation of aircraft noise at its source.
+Added: The ANCA generally requires FAA approval of local noise restrictions on commercial aircraft.
+Added: However, certain airports have imposed curfews and noise restrictions that have been
+Added: grandfathered under ANCA.
+Added: In some instances, these restrictions have caused airlines to curtail service or have increased airline operating costs.
+Added: Such restrictions could limit Republic’s ability to commence or expand its operations at affected airports.
+Added: While Republic has had sufficient scheduling flexibility to accommodate local noise restrictions imposed to date, Republic’s operations could be adversely affected if locally imposed regulations become more restrictive or widespread.
+Added: Republic is subject to various Federal, state, and local laws, and regulations related to the protection of the environment and affecting matters such as aircraft engine emissions and the discharge or disposal of materials and chemicals.
+Added: The Environmental Protection Agency (“EPA”) regulates aircraft emissions, including air carrier operations, which affect the quality of air in the United States.
+Added: Republic believes the aircraft in its fleet meet all emission standards issued by the EPA.
+Added: Republic may become subject to additional taxes or regulations related to greenhouse gas emissions, including reporting requirements, emissions limitations and/or requirements to obtain permits for greenhouse gas emissions.
+Added: In addition to other potential regulations, certain U.S.
+Added: airport authorities are exploring ways to limit de-icing fluid discharges to groundwater, which can result in additional costs to and restrictions on airlines required to participate in the construction of new or modified airports .
+Added: Additionally, air quality initiatives at the state and local level (including state implementation plans for achieving national ozone standards) could, in the future, result in curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements.
+Added: Certain airports and/or state governments either have or are seeking to establish environmental fees and other requirements applicable to carbon emissions, local air quality pollutants, and/or noise.
+Added: Security Regulation
+Added: The TSA and the U.S.
+Added: CBP are responsible for certain civil aviation security matters, including passenger and baggage screening at U.S.
+Added: airports, and international passenger prescreening prior to entry into or departure from the United States.
+Added: International flights are subject to customs, border, immigration, and similar requirements of equivalent foreign governmental agencies.
Other Regulations
−Removed: Airlines are also subject to various other federal, state, local, and foreign laws and regulations.
+Added: Republic is subject to various other Federal, state, local, and foreign laws and regulations.
For example, the U.S.
1 unchanged sentence
Labor relations in the airline industry are generally governed by the RLA.
−Removed: The privacy and security of passenger and employee data is regulated by various domestic and foreign laws and regulations.
−Removed: government and foreign governments may consider and adopt new laws, regulations, interpretations, and policies regarding a wide variety of matters that could directly or indirectly affect our results of operations.
−Removed: We cannot predict what laws, regulations, interpretations, and policies might be considered in the future, nor can we judge what impact, if any, the implementation of any of these proposals or changes might have on our business.
+Added: The privacy and security of passenger and employee data is regulated by various U.S.
+Added: and foreign laws and regulations.
+Added: government and foreign governments may consider and adopt new laws, regulations, interpretations, and policies regarding a wide variety of matters that could directly or indirectly affect Republic’s results of operations and the price of our common stock.
+Added: Republic cannot predict what laws, regulations, interpretations, and policies might be considered in the future, nor can Republic judge what impact, if any, the implementation of any of these proposals or changes might have on Republic’s business.
+Added: Aircraft Fuel
+Added: Republic’s CPAs provide that the Partner Airlines source, procure, and directly pay third party vendors for substantially all fuel used in carrying out passenger service under those agreements.
+Added: Accordingly, Republic does not recognize fuel expenses or revenues for fuel reimbursement for flying under Republic’s CPAs, and Republic faces very limited exposure to fuel price fluctuations, as these charges are characterized as Partner direct charges.
+Added: Republic maintains insurance policies that it believes are customary in the industry and in amounts it believes are adequate to protect against material loss and as required by the DOT, lessors, financing parties, and the Partner Airlines under the terms of Republic’s CPAs.
+Added: The policies principally provide coverage for public liability, passenger liability, baggage and cargo liability, property damage, including coverage for loss or damage to Republic’s flight equipment, and
+Added: workers’ compensation insurance.
+Added: Republic is not insured against cyber risk liability and business interruption.
+Added: There is no assurance, however, that the amount of insurance Republic carries will be sufficient to protect Republic from material loss.
+Added: Each of Republic’s CPAs requires Republic to maintain specified types and amounts of insurance.
+Added: Community Partnerships
+Added: As an Indianapolis-based company with employees who live across the United States, it is an important part of Republic’s culture to support the communities in which Republic works and lives.
+Added: Republic has several key community partnership initiatives, some of which are:
+Added: • Republic Plane Pull:
+Added: an annual event where teams from areas throughout the Indianapolis and surrounding communities and aviation industry pull one of Republic’s E170/175 aircraft to raise money for several local charities.
+Added: • Samaritan’s Feet:
+Added: a partnership to provide shoes to underprivileged children across the world and engage in Republic’s local communities in Indianapolis and other cities where Republic has significant operations to provide shoes for children in grade schools as well as shelters.
+Added: • Food for the Poor:
+Added: a global partnership that Republic supports financially as well as with mission trips with Republic’s associates to underdeveloped countries to build communities and provide tools and resources to improve access to basic necessities.
+Added: • Habitat for Humanity:
+Added: to support the global need for decent and affordable housing, Republic sponsors the construction of a home with Habitat for Humanity in the hangar each year.
+Added: The work and partnerships open doors to new possibilities and new realities for community members.
+Added: • Wreaths Across America:
+Added: as a highlight to Republic’s mission to support the military and Remember, Honor, and Teach, each December on National Wreaths Across America Day, Republic’s associates coordinate wreath-laying ceremonies at Arlington National Cemetery and more than 3,700 additional locations in all 50 U.S.
+Added: states, at sea and abroad.
+Added: • Junior Achievement:
+Added: an extension of Republic’s commitment to workforce development in which Republic provides support and funds to educate children on financial literacy, leadership, and career readiness while also exposing them to opportunities within the aviation industry.
+Added: Republic also provides various other volunteering opportunities for its employees.
+Added: Republic’s results of operations for any interim period are not necessarily indicative of those for the entire year, in part because the airline industry is subject to seasonal fluctuations and changes in general economic conditions.
+Added: A significant portion of Republic’s CPAs are based on completing flights as scheduled and Republic typically has more scheduled flights during the summer months.
+Added: Republic generally experiences a significantly higher number of weather cancellations during the winter and active thunderstorm summer months, which negatively impacts Republic’s revenues during these times of year.
Legal Proceedings
−Removed: We are subject to certain legal actions which we consider routine to our business activities.
−Removed: As of September 30, 2024, our management believes the ultimate outcomes of other routine legal matters are not likely to have a material adverse effect on our financial position, liquidity, or results of operations.
−Removed: Corporate Information
−Removed: We are a Nevada corporation with our principal executive office located in Phoenix, Arizona.
−Removed: We were founded in 1982 and reincorporated in Nevada in 1996.
−Removed: In addition to operating Mesa Airlines, we also wholly own Mesa Air Group-Airline Inventory Management, LLC.
−Removed: ("MAG-AIM"), an Arizona limited liability company, which was established to purchase, distribute and manage Mesa Airlines' inventory of spare rotable and expendable parts, and Mesa Pilot Development, LLC.
−Removed: ("MPD"), an Arizona limited liability company, which was formed to facilitate the development and training of pilots for our operations.
−Removed: MAG-AIM's and MPD's financial results are reflected in our consolidated financial statements.
−Removed: Our principal executive offices are located at 410 North 44 th Street, Suite 700, Phoenix, Arizona 85008, and our telephone number is (602) 685-4000.
−Removed: Our website is located at www.mesa-air.com.
−Removed: The information on, or accessible through, our website does not constitute part of, and is not incorporated into, this Annual Report on Form 10-K.
−Removed: Mesa Airlines, the Mesa Airlines logo and our other registered or common law trade names, trademarks, or service marks appearing in this Annual Report on Form 10-K are our intellectual property.
−Removed: This Annual Report on Form 10-K contains additional trade names, trademarks, and service marks of other companies that are the property of their respective owners.
−Removed: We do not intend our use or display of other companies' trade names, trademarks, or service marks to imply a relationship with, or endorsement or
−Removed: sponsorship of us, by these companies.
−Removed: We have omitted the ® and designations, as applicable, for the trademarks used in this Annual Report on Form 10-K.
−Removed: Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are filed with the SEC.
−Removed: We are subject to the informational requirements of the Exchange Act, and we file or furnish reports, proxy statements and other information with the SEC.
−Removed: Such reports and other information we file with the SEC are available free of charge at http://investor.mesa-air.com/financial-information/sec-filings when such reports are available on the SEC's website.
−Removed: The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
−Removed: We periodically provide other information for investors on our corporate website, www.mesa-air.com, and our investor relations website, investor.mesa-air.com.
−Removed: This includes press releases and other information about financial performance, information on corporate governance and details related to our annual meeting of shareholders.
−Removed: The information contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing.
−Removed: Further, our references to website URLs are intended to be inactive textual references only.
+Added: Republic is involved in various legal actions in the ordinary course of business.
+Added: Contingent losses expected to arise because of pending legal matters, which could include expected future settlements, judgments, and legal fees, are recorded when probable and estimable.
+Added: Republic’s management believes the ultimate outcome of any pending legal matters will not have a material adverse effect on Republic’s consolidated financial statements as a whole.
+Added: Additional Information
+Added: Republic is incorporated under the laws of the State of Delaware.
+Added: Republic’s principal executive offices are located at 2 Brickyard Lane, Carmel, Indiana 46032, and Republic’s primary telephone number is (317) 484-6000.
+Added: Republic’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are available free of charge on Republic’s website at investor.rjet.com, as soon as reasonably practicable after Republic electronically files such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).
+Added: The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
+Added: Republic uses its investor relations website as a means of disclosing material non-public information and for complying with Republic’s disclosure obligations under Regulation Fair Disclosure.
+Added: Investors should monitor Republic’s website, in addition to following Republic’s press releases, SEC filings and public conference calls and webcasts.
+Added: Information relating to Republic’s corporate governance is also included on Republic’s investor relations website.
+Added: The information in or accessible through the SEC and Republic’s website are not incorporated into, and are not considered part of, this filing.
+Added: Further, Republic’s references to the URLs for these websites are intended to be inactive textual references only.
+Added: In addition, Republic provides electronic or paper copies of its SEC filings free of charge upon request.
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