Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 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. 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:
1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. 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 December 31, 2025. In making these assessments, management used the criteria set forth
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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
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.
ITEM 9B. OTHER INFORMATION
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: Secretary. 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.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. 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/ . 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 Stock Market LLC.
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. We
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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.
ITEM 11. EXECUTIVE COMPENSATION
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
1. 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
2. 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 Report.
3. Exhibits. 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.
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Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
2.1
Merger Agreement, dated April 4, 2025, between Mesa Air Group, Inc. and Republic Airway s Holdings, Inc.
8-K
April 8, 2025
2.1
3.1
Certificate of Change, as filed with the Secretary of State of Nevada, effective November 24, 2025 (Reverse Stock Split)
8-K
November 24, 2025
3.1
3.2
Nevada Articles of Conversion, as filed with the Secretary of State of Nevada, effective November 25, 2025 (Conversion to Delaware corporation)
8-K
November 24, 2025
3.2
3.3
Delaware Certificate of Conversion, as filed with the Secretary of State of Delaware, effective November 25, 2025 (Conversion to Delaware corporation)
8-K
November 24, 2025
3.3
3.4
Delaware Certificate of Incorporation, as filed with the Secretary of State of Delaware, effective November 25, 2025 (annexed to Certificate of Merger)
8-K
December 17, 2025
3.4
3.5
Bylaws of Republic Airways Holdings Inc.
8-K/A
November 24, 2025
3.5
4.1
Description of Securities Registered Pur suant to Section 12 of the Securities Exchange Act of 1934
X
10.1
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.
8-K
April 4, 2025
10.1
10.2
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
S-4/A
August 14, 2025
10.16
10.3
Form of Indemnification Agreement of R epublic Airways Holdings Inc.
S-4/A
August 14, 2025
10.17
10.4#
Republic Airways Holdings Inc. 2020 Omnibus Incentive Plan
S-4/A
August 14, 2025
10.18
10.5#
Republic Airways Holdings Inc. 202 5 Equity Incentive Plan
X
10.6#
Republic Airways Holdings Inc. Long-Term Incentive Plan
S-4/A
August 14, 2025
10.19
10.7#
Form of Republic Airways Holdings Inc. Incentive Interest Award Agreement
S-4/A
August 14, 2025
10.2
10.8#
Amended and Restated Employment Agreement between the Mesa Air Group, Inc and Jonathan G. Ornstein, dated July 26, 2018
S-1/A
July 30, 2018
10.7
10.9#
Amended and Restated Employment Agreement between the Mesa Air Group, Inc. and Michael J. Lotz, dated July 26, 2018
S-1/A
July 30, 2018
10.8
10.10#
Second Amended and Restated Employment Agreement between the Mesa Air Group, Inc. and Brian S. Gillman, dated December 2, 2024
10-K
May 14, 2025
10.5
10.11#
Form of Republic Airways Inc. Restricted Stock Unit Grant Notice and Agreement
S-4/A
August 14, 2025
10.21
10.12#
Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Joseph P. Allman, dated February 8, 2017
S-4/A
August 14, 2025
10.22.1
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Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.13#
First Amendment to Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Joseph P. Allman, dated November 14, 2017
S-4/A
August 14, 2025
10.22.2
10.13.1#
Second Amendment to Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Joseph P. Allman, dated November 27, 2017
S-4/A
August 14, 2025
10.22.3
10.15#
Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Paul K. Kinstedt, dated February 8, 2017
S-4/A
August 14, 2025
10.23.1
10.15.1#
First Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Paul K. Kinstedt, dated November 14, 2017
S-4/A
August 14, 2025
10.23.2
10.15.2#
Second Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Paul K. Kinstedt, dated November 27, 2017
S-4/A
August 14, 2025
10.23.3
10.16#
Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Matthew J. Koscal, dated February 8, 2017
S-4/A
August 14, 2025
10.24.1
10.16.1#
First Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Matthew J. Koscal, dated November 14, 2017
S-4/A
August 14, 2025
10.24.2
10.16.2#
Second Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Matthew J. Koscal, dated November 27, 2017
S-4/A
August 14, 2025
10.24.3
10.17†††
E mploy ment Agreement between Republic Airways Holdings Inc . and David Grizzle dated July 1, 2025
X
10.18†††
Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated January 23, 2013
S-4/A
August 14, 2025
10.25.1
10.18.1†††
First Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated February 28, 2013
S-4/A
August 14, 2025
10.25.2
10.18.2†††
Second Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated September 2, 2016
S-4/A
August 14, 2025
10.25.3
10.18.3†††
Third Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated October 12, 2017
S-4/A
August 14, 2025
10.25.4
10.18.4†††
Fourth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated November 3, 2017
S-4/A
August 14, 2025
10.25.5
10.18.5†††
Fifth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated December 15, 2017
S-4/A
August 14, 2025
10.25.6
10.18.6†††
Sixth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated February 23, 2018
S-4/A
August 14, 2025
10.25.7
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Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.18.7†††
Seventh Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated September 28, 2018
S-4/A
August 14, 2025
10.25.8
10.18.7.1†††
Letter Agreement between American Airlines, Inc. and Republic Airline Inc., dated September 21, 2018
S-4/A
August 14, 2025
10.25.8.1
10.18.8†††
Eighth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated April 23, 2019
S-4/A
August 14, 2025
10.25.9
10.18.9†††
Ninth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated December 16, 2019
S-4/A
August 14, 2025
10.25.10
10.18.10†††
Tenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated April 8, 2020
S-4/A
August 14, 2025
10.25.11
10.18.11 †††
Eleventh Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated June 22, 2020
S-4/A
August 14, 2025
10.25.12
10.18.12 †††
Twelfth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated December 17, 2020
S-4/A
August 14, 2025
10.25.13
10.18.13 ††
Thirteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated May 26, 2021
S-4/A
August 14, 2025
10.25.14
10.18.14 †††
Fourteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated May 28, 2021
S-4/A
August 14, 2025
10.25.15
10.18.15 †††
Fifteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated July 26, 2022
S-4/A
August 14, 2025
10.25.16
10.18.16 †††
Sixteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated February 24, 2023
S-4/A
August 14, 2025
10.25.17
10.18.17 †††
Seventeenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated April 12, 2023
S-4/A
August 14, 2025
10.25.18
10.18.18 †††
Eighteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated December 22, 2023
S-4/A
August 14, 2025
10.25.19
10.18.19 †††
Nineteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated July 27, 2025
S-4/A
August 14, 2025
10.25.20
10.19†††
Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Republic Airline, Inc., dated January 13, 2005
S-4/A
August 14, 2025
10.26.1
10.19.1†††
First Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated March 12, 2007
S-4/A
August 14, 2025
10.26.2
10.19.2†††
Second Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated August 21, 2007
S-4/A
August 14, 2025
10.26.3
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Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.19.3†††
Third Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated January 31, 2011
S-4/A
August 14, 2025
10.26.4
10.19.4†††
Fourth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated April 26, 2011
S-4/A
August 14, 2025
10.26.5
10.19.5†††
Fifth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 1, 2012
S-4/A
August 14, 2025
10.26.6
10.19.6†††
Sixth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated December 18, 2014
S-4/A
August 14, 2025
10.26.7
10.19.7†††
Seventh Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated December 11, 2014
S-4/A
August 14, 2025
10.26.8
10.19.8†††
Eighth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated March 23, 2016
S-4/A
August 14, 2025
10.26.9
10.19.9†††
Ninth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated December 9, 2016
S-4/A
August 14, 2025
10.26.10
10.19.10†††
Tenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated March 10, 2017
S-4/A
August 14, 2025
10.26.11
10.19.11†††
Eleventh Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 15, 2018
S-4/A
August 14, 2025
10.26.12
10.19.12†††
Twelfth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 9, 2019
S-4/A
August 14, 2025
10.26.13
10.19.13†††
Thirteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 31, 2019
S-4/A
August 14, 2025
10.26.14
10.19.14†††
Fourteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated July 30, 2019
S-4/A
August 14, 2025
10.26.15
10.19.15†††
Fifteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated July 22, 2020
S-4/A
August 14, 2025
10.26.16
10.19.16†††
Sixteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated October 21, 2020
S-4/A
August 14, 2025
10.26.17
10.19.17†††
Seventeenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated January 12, 2021
S-4/A
August 14, 2025
10.26.18
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Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.19.18†††
Eighteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated April 30, 2021
S-4/A
August 14, 2025
10.26.19
10.19.19†††
Nineteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated June 29, 2021
S-4/A
August 14, 2025
10.26.20
10.19.20†††
Twentieth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated September 2, 2021
S-4/A
August 14, 2025
10.26.21
10.19.21†††
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
S-4/A
August 14, 2025
10.26.22
10.19.22†††
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
S-4/A
August 14, 2025
10.26.23
10.19.23†††
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
S-4/A
August 14, 2025
10.26.24
10.19.24†††
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
S-4/A
August 14, 2025
10.26.25
10.20†††
United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated December 28, 2006
S-4/A
August 14, 2025
10.27.1
10.20.1†††
First Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated August 21, 2007
S-4/A
August 14, 2025
10.27.2
10.20.2†††
Fourth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated March 15, 2010
S-4/A
August 14, 2025
10.27.3
10.20.3†††
Fifth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated January 4, 2011
S-4/A
August 14, 2025
10.27.4
10.20.4†††
Sixth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated June 20, 2011
S-4/A
August 14, 2025
10.27.5
10.20.5†††
Seventh Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated September 16, 2014
S-4/A
August 14, 2025
10.27.6
10.20.6†††
Eighth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated August 24, 2015
S-4/A
August 14, 2025
10.27.7
10.20.7†††
Tenth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated October 13, 2015
S-4/A
August 14, 2025
10.27.8
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Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.20.8†††
Eleventh Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated December 10, 2015
S-4/A
August 14, 2025
10.27.9
10.20.9†††
Twelfth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated May 1, 2015
S-4/A
August 14, 2025
10.27.10
10.20.10†††
Thirteenth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated February 5, 2016
S-4/A
August 14, 2025
10.27.11
10.20.11†††
Fourteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated May 27, 2016
S-4/A
August 14, 2025
10.27.12
10.20.12†††
Fifteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated November 15, 2016
S-4/A
August 14, 2025
10.27.13
10.20.13†††
Sixteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated August 19, 2020
S-4/A
August 14, 2025
10.27.14
10.20.14†††
Seventeenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated December 30, 2020
S-4/A
August 14, 2025
10.27.15
10.20.15†††
Eighteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated September 29, 2021
S-4/A
August 14, 2025
10.27.16
10.20.16†††
Nineteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated September 30, 2021
S-4/A
August 14, 2025
10.27.17
10.20.17†††
Twentieth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated January 25, 2023
S-4/A
August 14, 2025
10.27.18
10.20.18†††
Twenty-first Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated May 31, 2024
S-4/A
August 14, 2025
10.27.19
10.20.19†††
Amended & Restated United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated January 25, 2023
S-4/A
August 14, 2025
10.27.20
10.20.20†††
Amendment No. 1 to the Amended and Restated United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated April 4, 2025
S-4/A
August 14, 2025
10.27.21
10.20.21†††
Letter Agreement, between United Air Lines, Inc. and Republic Airways Holdings Inc., dated April 4, 2025
S-4/A
August 14, 2025
10.27.22
10.20.22†††
Capacity Purchase Agreement , dated as of November 25,2025 among United Airlines, Inc. and Mesa Airlines Inc. and Republic Airways Holdings Inc.
8-K
December 1, 2025
10.1
10.21†††
Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airline Inc., dated December 15, 2018
S-4/A
August 14, 2025
10.28.1
10.21.1†††
Letter Agreement between Embraer S.A. and Republic Airline Inc., dated December 15, 2018
S-4/A
August 14, 2025
10.28.2
104
Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.21.2†††
Amendment No. 1 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of May 29, 2019
S-4/A
August 14, 2025
10.28.3
10.21.3†††
Amendment No. 2 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of August 26, 2019
S-4/A
August 14, 2025
10.28.4
10.21.4†††
Amendment No. 3 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of November 29, 2019
S-4/A
August 14, 2025
10.28.5
10.21.5††
Amendment No. 4 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of April 6, 2020
S-4/A
August 14, 2025
10.28.6
10.21.6†††
Amendment No. 5 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of December 17, 2020
S-4/A
August 14, 2025
10.28.7
10.21.7†††
Amendment No. 1 to Letter Agreement COM0449-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of December 17, 2020
S-4/A
August 14, 2025
10.28.8
10.21.8†††
Amendment No. 6 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of April 30, 2021
S-4/A
August 14, 2025
10.28.9
10.21.9†††
Amendment No. 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
S-4/A
August 14, 2025
10.28.10
10.21.10†††
Amendment No. 8 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of February 8, 2022
S-4/A
August 14, 2025
10.28.11
10.21.11†††
Amendment No. 9 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of September 27, 2022
S-4/A
August 14, 2025
10.28.12
10.21.12†††
Amendment No. 10 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of September 21, 2023
S-4/A
August 14, 2025
10.28.13
10.21.13†††
Amendment No. 2 to Letter Agreement COM0449-18 between Embraer S.A. and Republic Airways Inc., dated as of September 21, 2023
S-4/A
August 14, 2025
10.28.14
10.21.14††
Amendment No. 11 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of March 27, 2024
S-4/A
August 14, 2025
10.28.15
10.21.15†††
Amendment No. 12 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of June 18, 2024
S-4/A
August 14, 2025
10.28.16
10.21.16†††
Amendment No. 13 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of April 30, 2025
S-4/A
August 14, 2025
10.28.17
10.22†††
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
S-4/A
August 14, 2025
10.29
105
Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
10.22.1†††
Amended and Restated Warrant Agreement, dated as of November 18, 2020, between Republic Airways Holdings Inc. and the U.S. Department of the Treasury
S-4/A
August 14, 2025
10.30.1
10.22.2†††
Form of Warrant (incorporated by reference to Annex B to Exhibit 10.30.1)
S-4/A
August 14, 2025
10.30.2
10.22.3†††
Warrant Agreement, dated as of January 15, 2021, between Republic Airways Holdings Inc. and the U.S. Department of the Treasury
S-4/A
August 14, 2025
10.31.1
10.22.4†††
Form of Warrant (incorporated by reference to Annex B to Exhibit 10.31.1)
S-4/A
August 14, 2025
10.31.2
10.22.5†††
Payroll Support Agreement Extension Agreement, dated as of January 15, 2021, between Republic Airways, Inc. and the U.S. Department of the Treasury
S-4/A
August 14, 2025
10.32.2
10.22.6†††
Promissory Note, dated as of January 15, 2021, issued by Republic Airways, Inc. and guaranteed by Republic Airways Holdings Inc. to the U.S. Department of the Treasury
S-4/A
August 14, 2025
10.32.2
10.22.7†††
Warrant Agreement, dated as of June 10, 2021, between Republic Airways Holdings Inc. and the U.S. Department of the Treasury
S-4/A
August 14, 2025
10.33.1
10.22.8†††
Form of Warrant (incorporated by reference to Annex B to Exhibit 10.33.1)
S-4/A
August 14, 2025
10.33.2
10.22.9†††
Payroll Support Agreement, dated as of June 10, 2021, between Republic Airways, Inc. and the U.S. Department of the Treasury
S-4/A
August 14, 2025
10.34
10.22.10†††
Promissory Note, dated as of June 10, 2021, issued by Republic Airways, Inc. and guaranteed by Republic Airways Holdings Inc. to the U.S. Department of the Treasury
S-4/A
August 14, 2025
10.35
10.23†††
Form of Escrow Agreement by and between Mesa Air Group, Inc., Mesa Shareholder Representative LLC, United Airlines, Inc. and Computershare Trust Company
S-4/A
August 14, 2025
10.36
10.24†††
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
S-4/A
August 14, 2025
10.38
10.25†††
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
S-4/A
August 14, 2025
10.39
10.26†††
Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue between Mesa Air Group, Inc. and Brian S. Gillman, dated April 4, 2025
S-4/A
August 14, 2025
10.40
19.1
Securities Trading Policy
X
21.1
List of subsidiaries of Re pu blic Airways Holdings Inc.
X
31.1
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
X
31.2
Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
106
Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
32.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1
Incentive Compensation Clawback Policy
X
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
X
#
Management contract or compensatory plan.
†††
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.
ITEM 16. FORM 10-K SUMMARY
None.
107
Table of Contents
SIGNATURES
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.
By: /s/ Joseph P. Allman
Joseph P. Allman
Senior Vice President and Chief Financial Officer
Date: 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)
Joseph P. Allman
/s/ Scott E. Hornback Vice President of Finance and Accounting (Principal Accounting Officer)
Scott E. Hornback
/s/ Ellen N. Artist Director
Ellen N. Artist
/s/ Glenn S. Johnson Director
Glenn S. Johnson
/s/ Michael C. Lenz Director
Michael C. Lenz
/s/ Ruth Okediji Director
Ruth Okediji
/s/ Barry W. Ridings Director
Barry W. Ridings
/s/ James E. Sweetnam Director
James E. Sweetnam
108