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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-05-14 · 453 added, 242 removed, 69 unchanged (91% of the section changed)

3 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC rules and forms.

Our management, including our CEO and CFO, concluded that, as of September 30, 2024, those controls and procedures were not effective at the reasonable assurance level to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, including our CEO and CFO, concluded that, as of December 31, 2025, those controls and procedures were effective at the reasonable assurance level to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Management’s Annual Report on Internal Control Over Financial Reporting

As discussed elsewhere in this Report, we completed the Merger of Republic Airways and Mesa Airlines on November 25, 2025.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

As previously disclosed, we completed the Merger with Mesa Air Group, Inc.

on November 25, 2025, and as permitted by SEC guidance for newly acquired businesses, we have elected to exclude Mesa Air Group, Inc.

from our assessment of internal control over financial reporting as of December 31, 2025.

We are in the process of evaluating the existing controls and procedures of Mesa Air Group, Inc.

and integrating them into our system of internal control over financial reporting.

Mesa Air Group, Inc.

constituted approximately 2.5% of our consolidated revenue for the year ended December 31, 2025 and approximately 8.3% of our total assets as of December 31, 2025.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with GAAP.

The internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

3 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of management, we assessed the effectiveness of our internal control over financial reporting at September 30, 2024.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of September 30, 2024

Remediation of Prior Year Material Weaknesses in Internal Control over Financial Reporting

In order to remediate the material weakness in internal control over financial reporting related to the ineffective operation of ITGCs related to access management and program change management, we implemented additional IT monitoring controls and strengthened our process documentation over the access management and program change management domains of ITGCs.

In order to remediate the material weakness in internal control over financial reporting related to the review of debt covenant compliance, the Company now has additional personnel perform debt covenant calculations and review our disclosure controls and procedures.

To further remediate these material weaknesses, management, including the CEO and CFO, have reaffirmed, and re-emphasized the importance of internal controls, control consciousness and a strong control environment.

We also continue to review, optimize and enhance our financial reporting controls and procedures.

These material weaknesses are considered remediated and management has concluded, through testing, that these enhanced controls are operating effectively.

Subsequent Event Omitted Disclosure

Management's review of controls over required disclosures were not performed at the proper level of precision to detect an omitted disclosure of a subsequent impairment charge of approximately $40.4 million on Form 10-K for the fiscal year ended September 30, 2023.

This impairment was disclosed in the financial information as of and for the three months ended December 31, 2023.

This omitted disclosure is a material weakness over the review of subsequent event disclosures related to assets classified as held for sale after the balance sheet date but before the report release date and the impairment charge related to those assets.

In order to remediate the material weakness in internal control over financial reporting related to the omitted disclosure, the Company has enhanced subsequent event disclosure controls and now has additional personnel review our subsequent event disclosures.

As of September 30, 2024, this material weakness is considered remediated and management has concluded, through testing, that the enhanced controls are operating effectively.

Under the supervision of and with the participation of management, we assessed the effectiveness of our internal control over financial reporting at December 31, 2025.

In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025.

Changes in Internal Control Over Financial Reporting

Other than the enhancements mentioned above, there were no other changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended September 30, 2024.

During the most recently completed fiscal quarter, we did not make any changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Rule 10b5-1 Plan Trading Arrangements

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated , or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” (as such terms are defined in Item 408 of Regulation S-K).

2026 Annual Meeting

On March 5, 2026, our Board of Directors established that our 2026 Annual Meeting of Stockholders (“2026 Annual Meeting”) will be held on Thursday, May 21, 2026.

The record date for the determination of stockholders entitled to receive notice of and to vote at our 2026 Annual Meeting will be the close of business on Friday, March 27, 2026.

Because the Company did not hold an Annual Meeting in 2025, the Company is hereby providing notice, pursuant to Rule 14a-5(f) under the Exchange Act of the deadline for any stockholder proposals pursuant to Rule 14a-8 under the Exchange Act.

To be considered for inclusion in this year’s proxy materials for our 2026 Annual Meeting, stockholder proposals must be submitted in writing by the close of business on Wednesday, March 25, 2026 and the proposal should be mailed by certified mail, return receipt requested, to Republic Airways Holdings Inc., 2 Brickyard Lane Carmel, IN 46032, Attention:

Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the proxy materials for our 2026 Annual Meeting must also comply with our bylaws and all applicable rules and regulations promulgated by the SEC.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required to be disclosed by this item is incorporated herein by reference to our 2025 Proxy Statement, which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2024.

We have a code of conduct and ethics that applies to all employees, including our principal executive officer and principal financial officer, as well as to the members of our Board of Directors.

The code is available at investor.mesa-air.com/corporate-governance/governance-overview .

We intend to disclose any changes in, or waivers from, this code by posting such information on the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or The Nasdaq Global Select Market.

DIRECTORS, EXECUTIVE OFFICERS, AND OTHER CORPORATE GOVERNANCE

The Company has insider trading policies and procedures applicable to its directors, officers and employees, and has implemented processes from the Company that it believes are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our Securities Trading Policy is available at https://investor.rjet.com/governance/governance-documents/.

We have a code of business conduct and ethics that applies to all associates, including our principal executive officer and principal financial officer as well as to the members of our Board of Directors.

The code is available at https://investor.rjet.com/governance/governance-documents/ .

Additional information required by this Item 10 and Items 11, 12, 13 and 14 in Part III of this Report are incorporated herein by reference to our definitive proxy statement for our 2026 Annual Meeting of Shareholders.

intend to file our definitive proxy statement with the SEC not later than 120 days after December 31, 2025, pursuant to Regulation 14A of the Exchange Act.

With respect to this Item 10, such information will appear in our definitive proxy statement.

EXECUTIVE COMPENSATION

The information required to be disclosed by this item is incorporated herein by reference to our 2025 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required to be disclosed by this item is incorporated herein by reference to our 2026 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended December 31, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(a) The following documents are filed as part of this Report:

Consolidated Financial Statements:

The following financial statements are filed as part of this report:

Report of Independent Registered Public Accounting Firm for the fiscal years ended September 30, 2024 and 2023 (PCAOB ID:

199 and 49 , respectively).

Consolidated Balance Sheets as of September 30, 2024 and 2023

Consolidated Statements of Operations and Comprehensive loss for the fiscal years ended September 30, 2024, 2023, and 2022

Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP (PCAOB ID:

34 ), Consolidated Balance Sheets as of December 31, 2025 and 2024, Consolidated Statement of Operations for the years ended December 31, 2025, 2024, and 2023, Consolidated Statements of Mezzanine Equity and Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023, Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, and Notes to the Consolidated Financial Statements

Financial Statement Schedules.

All schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or notes to the consolidated financial statements under Part II, Item 8 of this Annual Report on Form 10-K.

The exhibits listed below are filed as part of this Annual Report.

The exhibits listed below are filed as part of this Report.

References under the caption “Incorporated by Reference” to exhibits or other filings indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference.

Management contracts and compensatory plans or arrangements filed as exhibits to this Annual Report are identified by the “#” sign.

EXHIBIT INDEX

Incorporated by Reference

Exhibit Description

Second Amended and Restated Articles of Incorporation of the Registrant

August 14, 2018

Second Amended and Restated Bylaws of the Registrant

Merger Agreement, dated April 4, 2025, between Mesa Air Group, Inc.

and Republic Airway s Holdings, Inc.

April 8, 2025

Certificate of Change, as filed with the Secretary of State of Nevada, effective November 24, 2025 (Reverse Stock Split)

November 24, 2025

Nevada Articles of Conversion, as filed with the Secretary of State of Nevada, effective November 25, 2025 (Conversion to Delaware corporation)

November 24, 2025

Delaware Certificate of Conversion, as filed with the Secretary of State of Delaware, effective November 25, 2025 (Conversion to Delaware corporation)

November 24, 2025

Delaware Certificate of Incorporation, as filed with the Secretary of State of Delaware, effective November 25, 2025 (annexed to Certificate of Merger)

December 17, 2025

Amendment to Second Amended and Restated Bylaws of Mesa Air Group, Inc., effective as of January 13, 2023

January 13, 2023

Form of Common Stock Certificate

Bylaws of Republic Airways Holdings Inc.

November 24, 2025

Description of Securities Registered Pur suant to Section 12 of the Securities Exchange Act of 1934

Three Party Agreement, dated April 4, 2025, among Mesa Air Group, Inc., Mesa Airlines, Inc., Republic Airway Holdings, Inc., United Airlines, Inc.

and Mesa Representative.

April 4, 2025

Registration Rights Agreement, dated July 10, 2025 between Republic Airways Holdings Inc.

and each holder of shares of common stock listed on Schedule 1 thereto

August 14, 2025

Description of Capital Stock

Warrant Agreement, dated October 30, 2020, between Mesa Air Group, Inc.

and the United States Department of the Treasury

December 14, 2020

Form of Warrant (incorporated by reference to Annex B to Exhibit 4.3)

December 14, 2020

Mesa Air Group, Inc.

2018 Equity Incentive Plan and related forms of agreement

Form of Indemnification Agreement of R epublic Airways Holdings Inc.

August 14, 2025

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers

July 13, 2018

Amended and Restated Employment Agreement between the Registrant and Jonathan G.

Republic Airways Holdings Inc.

2020 Omnibus Incentive Plan

August 14, 2025

Republic Airways Holdings Inc.

202 5 Equity Incentive Plan

Republic Airways Holdings Inc.

Long-Term Incentive Plan

August 14, 2025

Form of Republic Airways Holdings Inc.

Incentive Interest Award Agreement

August 14, 2025

Amended and Restated Employment Agreement between the Mesa Air Group, Inc and Jonathan G.

Ornstein, dated July 26, 2018

July 30, 2018

Amended and Restated Employment Agreement between the Registrant and Michael J.

Amended and Restated Employment Agreement between the Mesa Air Group, Inc.

and Michael J.

Lotz, dated July 26, 2018

July 30, 2018

Amended and Restated Employment Agreement between the Registrant and Brian S.

Second Amended and Restated Employment Agreement between the Mesa Air Group, Inc.

Gillman, dated December 2, 2024

Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc.

and Mesa Airlines, Inc.

dated November 4, 2020

December 14, 2020

F irst Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc.

and Mesa Airlines, Inc.

dated September 22, 2021

December 10, 2021

Second Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc.

and Mesa Airlines, Inc.

dated February 4, 2022

Form of Republic Airways Inc.

Restricted Stock Unit Grant Notice and Agreement

August 14, 2025

Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

and Joseph P.

Allman, dated February 8, 2017

August 14, 2025

Incorporated by Reference

Exhibit Description

Third Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc.

and Mesa Airlines, Inc.

dated July 11, 2022

First Amendment to Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

and Joseph P.

Allman, dated November 14, 2017

August 14, 2025

Fourth Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc.

Second Amendment to Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

and Joseph P.

Allman, dated November 27, 2017

August 14, 2025

Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

Kinstedt, dated February 8, 2017

August 14, 2025

First Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

Kinstedt, dated November 14, 2017

August 14, 2025

Second Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

Kinstedt, dated November 27, 2017

August 14, 2025

Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

and Matthew J.

Koscal, dated February 8, 2017

August 14, 2025

First Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

and Matthew J.

Koscal, dated November 14, 2017

August 14, 2025

Second Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc.

and Matthew J.

Koscal, dated November 27, 2017

August 14, 2025

E mploy ment Agreement between Republic Airways Holdings Inc .

and David Grizzle dated July 1, 2025

Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline Inc., dated January 23, 2013

August 14, 2025

First Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline Inc., dated February 28, 2013

August 14, 2025

Second Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline Inc., dated September 2, 2016

August 14, 2025

Third Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline Inc., dated October 12, 2017

August 14, 2025

Fourth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline Inc., dated November 3, 2017

August 14, 2025

Fifth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline Inc., dated December 15, 2017

August 14, 2025

Sixth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline Inc., dated February 23, 2018

August 14, 2025

Incorporated by Reference

Exhibit Description

Seventh Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated September 28, 2018

August 14, 2025

Letter Agreement between American Airlines, Inc.

and Republic Airline Inc., dated September 21, 2018

August 14, 2025

Eighth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated April 23, 2019

August 14, 2025

Ninth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated December 16, 2019

August 14, 2025

Tenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated April 8, 2020

August 14, 2025

Eleventh Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated June 22, 2020

August 14, 2025

Twelfth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated December 17, 2020

August 14, 2025

Thirteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated May 26, 2021

August 14, 2025

Fourteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated May 28, 2021

August 14, 2025

Fifteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated July 26, 2022

August 14, 2025

Sixteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated February 24, 2023

August 14, 2025

Seventeenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated April 12, 2023

August 14, 2025

Eighteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated December 22, 2023

August 14, 2025

Nineteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc.

and Republic Airline, Inc., dated July 27, 2025

August 14, 2025

Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc.

and Republic Airline, Inc., dated January 13, 2005

August 14, 2025

First Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc.

and Shuttle America Corp., dated March 12, 2007

August 14, 2025

Second Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc.

and Shuttle America Corp., dated August 21, 2007

August 14, 2025

Incorporated by Reference

Exhibit Description

Third Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc.

and Shuttle America Corp., dated January 31, 2011

August 14, 2025

Fourth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc.

and Shuttle America Corp., dated April 26, 2011

August 14, 2025

Fifth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated May 1, 2012

August 14, 2025

Sixth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc.

and Shuttle America Corp., dated December 18, 2014

August 14, 2025

Seventh Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated December 11, 2014

August 14, 2025

Eighth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated March 23, 2016

August 14, 2025

Ninth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated December 9, 2016

August 14, 2025

Tenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated March 10, 2017

August 14, 2025

Eleventh Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated May 15, 2018

August 14, 2025

Twelfth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated May 9, 2019

August 14, 2025

Thirteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated May 31, 2019

August 14, 2025

Fourteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated July 30, 2019

August 14, 2025

Fifteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated July 22, 2020

August 14, 2025

Sixteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated October 21, 2020

August 14, 2025

Seventeenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated January 12, 2021

August 14, 2025

Incorporated by Reference

Exhibit Description

Eighteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated April 30, 2021

August 14, 2025

Nineteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated June 29, 2021

August 14, 2025

Twentieth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated September 2, 2021

August 14, 2025

Twenty-first Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated September 30, 2021

August 14, 2025

Twenty-second Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated March 31, 2022

August 14, 2025

Twenty-third Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated January 18, 2023

August 14, 2025

Twenty-fourth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc.

and Shuttle America Corp., dated July 23, 2024

August 14, 2025

United Express Agreement between United Air Lines, Inc.

and Shuttle America Corp., dated December 28, 2006

August 14, 2025

First Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corp., dated August 21, 2007

August 14, 2025

Fourth Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corp., dated March 15, 2010

August 14, 2025

Fifth Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corp., dated January 4, 2011

August 14, 2025

Sixth Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corp., dated June 20, 2011

August 14, 2025

Seventh Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corporation, dated September 16, 2014

August 14, 2025

Eighth Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corporation, dated August 24, 2015

August 14, 2025

Tenth Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corporation, dated October 13, 2015

August 14, 2025

Incorporated by Reference

Exhibit Description

Eleventh Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corporation, dated December 10, 2015

August 14, 2025

Twelfth Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corporation, dated May 1, 2015

August 14, 2025

Thirteenth Amendment to the United Express Agreement between United Air Lines, Inc.

and Shuttle America Corporation, dated February 5, 2016

August 14, 2025

Fourteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated May 27, 2016

August 14, 2025

Fifteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated November 15, 2016

August 14, 2025

Sixteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated August 19, 2020

August 14, 2025

Seventeenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated December 30, 2020

August 14, 2025

Eighteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated September 29, 2021

August 14, 2025

Nineteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated September 30, 2021

August 14, 2025

Twentieth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated January 25, 2023

August 14, 2025

Twenty-first Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc.

and Shuttle America Corporation, dated May 31, 2024

August 14, 2025

Amended & Restated United Express Agreement between United Air Lines, Inc.

and Shuttle America Corp., dated January 25, 2023

August 14, 2025

Amendment No.

1 to the Amended and Restated United Express Agreement between United Air Lines, Inc.

and Shuttle America Corp., dated April 4, 2025

August 14, 2025

Letter Agreement, between United Air Lines, Inc.

and Republic Airways Holdings Inc., dated April 4, 2025

August 14, 2025

Capacity Purchase Agreement , dated as of November 25,2025 among United Airlines, Inc.

and Mesa Airlines Inc.

dated August 8, 2022

December 29, 2022

Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., Mesa Airlines, Inc., and Mesa Air Group, Inc., dated December 27, 2022

February 9, 2023

First Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 11

Second Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 19, 2024

Third Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated May 8, 2024

Fourth Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated December 23, 2024

Aircraft Purchase Agreement between Mesa Airlines, Inc.

and United Airlines, Inc.

dated September 27, 2022

and Republic Airways Holdings Inc.

December 1, 2025

Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated November 19, 2020, effective as of January 1, 2021

February 9, 2021

First Amendment to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated November 19, 2020, effective January 1, 2021

February 9, 2021

Amendment No.

2 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated April 9, 2021

Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airline Inc., dated December 15, 2018

August 14, 2025

Amendment No.

3 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated April 19, 2021

Letter Agreement between Embraer S.A.

and Republic Airline Inc., dated December 15, 2018

August 14, 2025

2 unchanged sentences

Amendment No.

4 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated June 9, 2021

1 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of May 29, 2019

August 14, 2025

Amendment No.

5 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated August 9, 2021

December 10, 2021

Amendment No.7 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated March 31, 2022

Amendment No.8 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated June 10, 2022

2 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of August 26, 2019

August 14, 2025

Amendment No.9 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated June 20, 2022

Amendment No.

3 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of November 29, 2019

August 14, 2025

Amendment No.10 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated July 28, 2022

December 29, 2022

Amendment No.11 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc.

and American Airlines, Inc.

dated December 16, 2022

February 9, 2023

Credit and Guaranty Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other guarantors party thereto from time to time, CIT Bank, N.A.

and the other lenders party thereto, dated August 12, 2016

July 30, 2018

Amendment No.

1 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C.

and CIT Bank, N.A., dated June 5, 2017

July 30, 2018

4 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A.

and Republic Airways Inc., dated as of April 6, 2020

August 14, 2025

Amendment No.

2 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C.

and CIT Bank, N.A., dated June 27, 2017

July 30, 2018

5 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A.

and Republic Airways Inc., dated as of December 17, 2020

August 14, 2025

Amendment No.

3 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C.

and CIT Bank, N.A., dated September 19, 2017

July 30, 2018

Incorporated by Reference

Exhibit Description

1 to Letter Agreement COM0449-18 between Yaborã Indústria Aeronáutica S.A.

and Republic Airways Inc., dated as of December 17, 2020

August 14, 2025

Amendment No.

4 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C.

and CIT Bank, N.A., dated April 27, 2018

July 30, 2018

Second Amended and Restated Credit and Guaranty Agreement, among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C.

and CIT Bank, NA, dated as of June 30, 2022

February 9, 2023

6 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A.

and Republic Airways Inc., dated as of April 30, 2021

August 14, 2025

Amendment No.

1 to Second Amended and Restated Credit and Guaranty Agreement, dated December 27, 2022

February 9, 2023

7 to Purchase Agreement COM0448-18 between Embraer S.A., Yaborã Indústria Aeronáutica S.A., and Republic Airways Inc., dated as of November 19, 2021

August 14, 2025

Amendment No.

2 to Second Amended and Restated Credit and Guaranty Agreement, dated January 27, 2023

February 9, 2023

8 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of February 8, 2022

August 14, 2025

Amendment No.

3 to Second Amended and Restated Credit and Guaranty Agreement, dated September 6, 2023

January 26, 2024

Waiver to Second Amended and Restated Credit and Guaranty Agreement, dated December 23, 2024

Mortgage and Security Agreement among Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other grantors referred to therein and CIT Bank, N.A., dated August 12, 2016

July 30, 2018

Credit Agreement between Mesa Airlines, Inc.

and Export Development Canada, dated August 12, 2015

July 30, 2018

Credit Agreement between Mesa Airlines, Inc.

and Export Development Canada, dated January 18, 2016

July 30, 2018

9 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of September 27, 2022

August 14, 2025

Amendment No.

1 to Credit Agreement between Mesa Airlines, Inc.

and Export Development Canada, dated March 30, 2017

July 30, 2018

Omnibus Amendment Agreement among the Registrant, Mesa Airlines, Inc.

and Export Development Canada, dated April 30, 2018

July 30, 2018

Credit Agreement between Mesa Airlines, Inc.

and Export Development Canada, dated June 27, 2016

July 30, 2018

Office Lease Agreement between the Registrant and DMB Property Ventures Limited Partnership, dated October 16, 1998

First Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated March 9, 1999

10 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of September 21, 2023

August 14, 2025

Amendment No.

2 to Letter Agreement COM0449-18 between Embraer S.A.

and Republic Airways Inc., dated as of September 21, 2023

August 14, 2025

Amendment No.

11 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of March 27, 2024

August 14, 2025

Amendment No.

12 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of June 18, 2024

August 14, 2025

Amendment No.

13 to Purchase Agreement COM0448-18 between Embraer S.A.

and Republic Airways Inc., dated as of April 30, 2025

August 14, 2025

Loan and Guarantee Agreement, dated as of November 6, 2020, among Republic Airways Inc., Republic Airways Holdings Inc., and the U.S.

Department of the Treasury

August 14, 2025

Incorporated by Reference

Exhibit Description

Second Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated November 8, 1999

Lease Amendment Three between the Registrant and CMD Realty Investment Fund IV, L.P., dated November 7, 2000

Lease Amendment Four between the Registrant and CMD Realty Investment Fund IV, L.P., dated May 15, 2001

Lease Amendment Five between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 11, 2002

Lease Amendment Six between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 1, 2003

Amended and Restated Lease Amendment Seven between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 15, 2005

Lease Amendment Eight between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 12, 2005

Lease Amendment Nine between the Registrant and Transwestern Phoenix Gateway, L.L.C., dated November 4, 2010

Lease Amendment Eleven between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated July 31, 2014

Lease Amendment Twelve between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated November 20, 2014

Letter Agreement No.

12 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 22, 2019, and effective as of October 9, 2019

December 14, 2020

Letter Agreement No.

13 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated December 11, 2019, and effective as of December 13, 2019

December 14, 2020

Letter Agreement No.

13-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 2020

March 31, 2020

Letter Agreement No.

12-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 2020

March 31, 2020

Amended and Restated Warrant Agreement, dated as of November 18, 2020, between Republic Airways Holdings Inc.

Department of the Treasury

August 14, 2025

Form of Warrant (incorporated by reference to Annex B to Exhibit 10.30.1)

August 14, 2025

Warrant Agreement, dated as of January 15, 2021, between Republic Airways Holdings Inc.

Department of the Treasury

August 14, 2025

Form of Warrant (incorporated by reference to Annex B to Exhibit 10.31.1)

August 14, 2025

Payroll Support Agreement Extension Agreement, dated as of January 15, 2021, between Republic Airways, Inc.

Department of the Treasury

August 14, 2025

Promissory Note, dated as of January 15, 2021, issued by Republic Airways, Inc.

and guaranteed by Republic Airways Holdings Inc.

Department of the Treasury

August 14, 2025

Warrant Agreement, dated as of June 10, 2021, between Republic Airways Holdings Inc.

Department of the Treasury

August 14, 2025

Form of Warrant (incorporated by reference to Annex B to Exhibit 10.33.1)

August 14, 2025

Payroll Support Agreement, dated as of June 10, 2021, between Republic Airways, Inc.

Department of the Treasury

August 14, 2025

Promissory Note, dated as of June 10, 2021, issued by Republic Airways, Inc.

and guaranteed by Republic Airways Holdings Inc.

Department of the Treasury

August 14, 2025

Form of Escrow Agreement by and between Mesa Air Group, Inc., Mesa Shareholder Representative LLC, United Airlines, Inc.

and Computershare Trust Company

August 14, 2025

Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue between Mesa Air Group, Inc.

and Jonathan G.

Ornstein, dated April 4, 2025

August 14, 2025

Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue between Mesa Air Group, Inc.

and Michael J.

Lotz, dated April 4, 2025

August 14, 2025

Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue between Mesa Air Group, Inc.

Gillman, dated April 4, 2025

August 14, 2025

Securities Trading Policy

List of subsidiaries of Re pu blic Airways Holdings Inc.

Certification of Principal Executive Officer, pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange A ct of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Description

Amended and Restated Letter Agreement No.

13-2 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 8, 2020

December 14, 2020

Loan and Guarantee Agreement, dated as of October 30, 2020, among Mesa Airlines, Inc., as Borrower, the Guarantors party thereto from time to time, the United States Department of the Treasury, and The Bank of New York Mellon, as Administrative Agent and Collateral Agent

December 14, 2020

Modification and Waiver Agreement, dated December 22, 2022, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasury, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent

February 9, 2023

CCR Modification Agreement dated December 23, 2024, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasury, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent

Fourteenth Amendment to Lease between the Registrant and BOF AZ Phoenix Gateway Center LLC, dated December 15, 2021

February 9, 2022

Engine Sale and Purchase Agreement, dated December 27, 2022

February 9, 2023

List of subsidiaries of the Registrant

Consent of Marcum LLP

Consent of RSM US LLP

Consent of Ernst and Young LLP

Certification of Principal Executive Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Description

Clawback Policy

Incentive Compensation Clawback Policy

Inline XBRL Instance Document

3 unchanged sentences

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* This certification will not be deemed " filed " for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

** The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

Management contract or compensatory plan.

Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) is of the type the company treats as private or confidential.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MESA AIR GROUP, INC.

/s/ Michael J.

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on May 13, 2025 by the following persons on behalf of the registrant and in the capacities indicated.

/s/Jonathan G.

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)

/s/Michael J.

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/Mitchell Gordon

Mitchell Gordon

/s/Spyridon Skiados

Spyridon Skiados

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized,

Republic Airways Holdings Inc.

/s/ Joseph P.

Senior Vice President and Chief Financial Officer

March 18, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on March 18, 2026 by the following persons in the capacities indicated.

Name Capacities

/s/ David Grizzle Chief Executive Officer (Principal Executive Officer) and Chairman of the Board

David Grizzle

/s/ Joseph P.

Allman Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Hornback Vice President of Finance and Accounting (Principal Accounting Officer)

Artist Director

Johnson Director

/s/ Michael C.

Lenz Director

/s/ Ruth Okediji Director

Ridings Director

Sweetnam Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures