REPUBLIC AIRWAYS HOLDINGS INC. 10-Q

Item 1. Financial Statements REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 AND DECEMBER 31, 2025 (UNAUDITED) (In millions, except share and per share amounts) March 31, 2026 December 31, 2025 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 111.3 $ 134.3 Marketable securities 162.1 162.2 Restricted cash 22.2 23.4 Receivables, net 21.6 21.0 Receivables—related parties 24.4 69.2 Inventories 95.3 88.5 Other current assets 19.7 26.2 Other current assets—related parties 29.9 15.9 Total current assets 486.5 540.7 Property and equipment, net 2,462.8 2,410.0 Operating lease right-of-use assets 127.9 131.7 Goodwill 122.5 122.5 Other non-current assets 35.4 40.0 Other non-current assets—related parties 29.9 31.7 TOTAL ASSETS $ 3,265.0 $ 3,276.6 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Current portion of long-term debt and finance leases $ 192.9 $ 202.0 Current portion of operating lease liabilities 17.3 16.5 Accounts payable 73.8 96.2 Accrued and other liabilities 193.8 219.8 Accounts payable and accrued and other liabilities—related parties 42.4 39.8 Total current liabilities 520.2 574.3 Long-term debt and finance leases – less current portion 909.2 882.9 Operating lease liabilities – less current portion 119.5 123.9 Other non-current liabilities 36.7 42.9 Other non-current liabilities—related parties 97.3 103.2 Deferred income taxes 230.4 220.9 Total liabilities 1,913.3 1,948.1 COMMITMENTS AND CONTINGENCIES (Note 8) SHAREHOLDERS’ EQUITY: Common stock, $ 0.001 par value, 5,000,000,000 shares authorized; 45,604,180 and 45,713,286 shares issued and outstanding, respectively — — Additional paid-in capital 616.3 620.0 Accumulated earnings 735.4 708.5 Total shareholders’ equity 1,351.7 1,328.5 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 3,265.0 $ 3,276.6 See accompanying notes to the condensed consolidated financial statements. 2 Table of Contents REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) (In millions, except per share amounts) Three Months Ended March 31, 2026 March 31, 2025 REVENUES (1) $ 527.4 $ 394.8 OPERATING EXPENSES: Wages and benefits 231.2 174.4 Aircraft and engine rent 1.9 — Maintenance and repair 99.8 67.1 Maintenance and repair—related parties 13.6 9.2 Depreciation and amortization 34.5 30.6 Executive separation and Merger-related items (Note 4) 9.5 4.4 Other 80.4 55.6 Other—related parties 2.3 0.6 Total operating expenses 473.2 341.9 OPERATING INCOME 54.2 52.9 OTHER INCOME (EXPENSE): Investment income (loss) and other, net 0.2 ( 2.0 ) Interest expense ( 16.8 ) ( 14.3 ) Total other expense, net ( 16.6 ) ( 16.3 ) INCOME BEFORE INCOME TAXES 37.6 36.6 INCOME TAX EXPENSE 10.7 9.5 NET INCOME $ 26.9 $ 27.1 NET INCOME PER COMMON SHARE—BASIC $ 0.59 $ 0.69 NET INCOME PER COMMON SHARE—DILUTED 0.58 0.68 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC 45.7 39.1 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED 46.1 39.8 (1) Substantially all of the Company’s revenues are derived from related parties during the three months ended March 31, 2026 and 2025. Refer to Note 5, Revenues and Note 10, Related Party Transactions . See accompanying notes to the condensed consolidated financial statements. 3 Table of Contents REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) (In millions, except share amounts) Mezzanine Equity (1) Common Stock (1) Shares Amount Shares Amount Additional Paid-In Capital Accumulated Earnings Total Shareholders’ Equity Balance at January 1, 2025 102,901 $ 5.8 38,993,300 $ — $ 478.0 $ 632.5 $ 1,110.5 Net income — — — — — 27.1 27.1 Share based compensation — 0.7 — — — — — Balance at March 31, 2025 102,901 $ 6.5 38,993,300 $ — $ 478.0 $ 659.6 $ 1,137.6 Mezzanine Equity (1) Common Stock (1) Shares Amount Shares Amount Additional Paid-In Capital Accumulated Earnings Total Shareholders’ Equity Balance at January 1, 2026 — $ — 45,713,286 $ — $ 620.0 $ 708.5 $ 1,328.5 Net income — — — — — 26.9 26.9 Share based compensation — — — — 3.7 — 3.7 Repurchase and retirement of common stock — — ( 109,106 ) — — — — Settlement of U.S. Treasury Warrants — — — — ( 7.4 ) — ( 7.4 ) Balance at March 31, 2026 — $ — 45,604,180 $ — $ 616.3 $ 735.4 $ 1,351.7 (1) Mezzanine equity and shareholders’ equity have been retrospectively adjusted to apply the Exchange and Reverse Stock Split as discussed in Note 3, Merger with Mesa Air Group, Inc. See accompanying notes to the condensed consolidated financial statements. 4 Table of Contents REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) (In millions) Three Months Ended March 31, 2026 March 31, 2025 NET CASH PROVIDED BY OPERATING ACTIVITIES $ 57.8 $ 53.8 INVESTING ACTIVITIES: Purchase of property and equipment (1) ( 93.1 ) ( 39.3 ) Proceeds from insurance, sale of property, and other equipment 1.8 0.3 Pre-delivery deposits paid (1) ( 2.0 ) ( 9.2 ) Purchases of marketable securities and investments ( 38.7 ) ( 38.4 ) Proceeds from the sale of marketable securities 40.0 45.0 NET CASH USED IN INVESTING ACTIVITIES ( 92.0 ) ( 41.6 ) FINANCING ACTIVITIES: Proceeds from issuance of debt 64.4 22.4 Payments on debt and finance lease obligations ( 48.8 ) ( 57.4 ) Payments for warrant redemption ( 5.3 ) — Other, net ( 0.3 ) ( 0.9 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 10.0 ( 35.9 ) NET CHANGES IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 24.2 ) ( 23.7 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 157.7 131.9 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period 133.5 108.2 CASH PAID FOR: Interest, net of capitalized amounts $ 16.6 $ 14.1 Income taxes, net of refunds 4.3 3.4 Amounts included in the measurement of operating lease liabilities 6.1 5.1 SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Property and equipment acquired, but not paid 11.7 6.6 Parts credits received from aircraft and engine manufacturers 2.4 0.5 Parts credits received from aircraft and engine manufacturers—related parties 0.2 0.2 Right-of-use assets acquired or modified under operating leases 0.4 ( 0.5 ) (1) The Company made net aircraft, pre-delivery deposit payments, and inventory and rotable spare part purchases from its original equipment manufacturer, a related party, of $ 71.7 million a nd $ 32.1 million during the three months ended March 31, 2026 and 2025, respectively. See accompanying notes to the condensed consolidated financial statements. 5 Table of Contents REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION & BUSINESS Republic Airways Holdings Inc. (the “Company,” the “Parent,” or “Republic”) is a Delaware holding company conducting substantially all of its operations through its wholly-owned regional air carrier subsidiaries, Republic Airways Inc. (“Republic Airways”) and Mesa Airlines, Inc. (“Mesa” or “Mesa Airlines”). The Company regularly provides scheduled passenger service on approximately 1,300 flights daily to approximately 125 cities in the United States, Canada, Mexico, and the Caribbean operating under the American Eagle, Delta Connection, and United Express brands through the Company’s partnerships with American Airlines, Inc. (“American Airlines”), Delta Air Lines, Inc. (“Delta Air Lines”), and United Airlines, Inc. (“United Airlines”) (collectively, our “Partners” or “Partner Airlines”) under fixed-fee capacity purchase agreements (“CPA,” or collectively, our “CPAs”). The Company’s operating subsidiaries, Republic Airways and Mesa Airlines, exclusively operate the Embraer E170/175 family of aircraft among our Partner Airlines’ hub and focus cities. On November 25, 2025, the Company and Mesa Air Group, Inc. (“Mesa Parent”), former parent company of Mesa Airlines, completed a merger between Republic Airways Holdings Inc. and Mesa Air Group, Inc., whereby the Company merged with and into Mesa Air Group, Inc. (the “Merger”). The legal entity Mesa Air Group, Inc. continued as the surviving corporation; however, upon completion of the Merger, the legal entity was renamed Republic Airways Holdings Inc . The Company, on a pre-Merger basis, is referred to as “Legacy Republic.” The Company includes the operations of Legacy Republic, and beginning on November 25, 2025, also includes the operations, financial position, and cash flows of the former entity Mesa Air Group, Inc. and its wholly-owned subsidiaries. See Note 3, Merger with Mesa Air Group, Inc. The Company also operates its Leadership In Flight Training Academy (“LIFT Academy”) with a mission to attract a new generation of aviation professionals to commercial aviation by providing superior flight training, while addressing the economic, regulatory , and structural barriers to entry to the aviation industry by offering its graduates a defined career pathway to First Officer with Republic Airways. The Company also operates Bridge Air to provide additional cost-effective access to pilot time-building resources to meet minimum experience requirements to fly commercially for an airline such as Republic or Mesa. Aircraft under operation for each of our Partner Airlines as of March 31, 2026 are as follows: Aircraft (1) (2) American Airlines Delta Air Lines United Airlines Total Aircraft E170 13 11 1 25 E175 79 46 125 250 Total 92 57 126 275 (1) Represents the minimum operational fleet out of a total of 283 aircraft as of March 31, 2026, excluding eight spare aircraft. (2) Excludes 31 aircraft leased to American Airlines as of March 31, 2026. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation —The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Republic Airways Holdings Inc. and its wholly-owned subsidiaries. Beginning November 25, 2025 and in conjunction with the Merger, the condensed consolidated financial statements include the accounts of Mesa Air Group, Inc. and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Certain prior year balances have been reclassified to conform to current year presentation, including additional captions for other current assets — related parties and executive separation and Merger-related items. See Note 4, Executive Separation and Merger-Related Items . 6 Table of Contents Management believes the accompanying unaudited condensed consolidated financial statements include all adjustments and disclosures, consisting of normal recurring adjustments, necessary for fair presentation of these financial statements on an interim basis. Balances and results as of and during the periods presented are not necessarily indicative of results to be expected as of and for the year ending December 31, 2026. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, as is permissible under such rules and regulations. Accordingly, these financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto as of and for the year ended December 31, 2025. U.S. Treasury Warrants —In 2021 and 2022, in connection with the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “ CARES Act ” ) payroll support program ( “ PSP ” ) and extensions, the Company issued to the U.S. Treasury warrants (the “ U.S. Treasury Warrants ” ) to purchase shares of the Company’s common stock under the Payroll Support Programs and Secured Loans ( “ PSP Loan ” ). As of December 31, 2025 , the Company had 691,701 warrants issued and outstanding which were settled for $ 5.3 million during the three months ended March 31, 2026 . Therefore, as of March 31, 2026 , the Company has no remaining warrants outstanding. Net income per common share— Basic and diluted net income per common share were as follows: Three Months Ended (in millions, except share and per share data) March 31, 2026 March 31, 2025 Numerator: Net income $ 26.9 $ 27.1 Denominator: Weighted-average common shares outstanding - basic 45,652,671 39,096,437 Dilutive effects of unvested shares 304,946 696,398 Dilutive effects of U.S. Treasury Warrants 96,829 — Adjusted weighted-average common shares outstanding - diluted 46,054,446 39,792,835 Net income per common share: Basic $ 0.59 $ 0.69 Diluted $ 0.58 $ 0.68 Basic net income per common share is computed by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. The number of incremental shares from the assumed issuance of shares relating to unvested shares and the exercise of warrants (excluding warrants with a nominal conversion price) is calculated by applying the treasury stock method. A total of 821,398 potentially dilutive shares have been excluded from the calculation of diluted net income per common share for each period presented, as the related performance conditions have not been met. Segment information— The Company is organized and operates as one operating and reportable segment: regional airline services. Substantially all of the Company’s revenues are derived from customers within the United States. This determination is based on the management approach which designates internal information regularly available to the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of determination of the Company’s reportable segments. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance. 7 Table of Contents The accounting policies of the one reportable segment are the same as those described in the summary of significant accounting policies. The CODM uses income before income taxes, as reported in our condensed consolidated statements of operations, to measure segment profit or loss, assess performance, and make strategic capital resources allocations. The measure of segment assets is reported on our condensed consolidated balance sheets as total assets. The significant expense categories regularly provided to the CODM are the expenses as presented on the condensed consolidated statements of operations. Recent accounting pronouncements— In November 2024, the FASB issued ASU 2024-03— Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , to provide investors with more granular detail on cost of sales, and selling, general, and administrative expenses. ASU 2024-03 is effective for public entities for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06— Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to improve the guidance related to the capitalization of software development costs . ASU 2025-06 is effective for public entities for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11 — Interim Reporting (Topic 270): Narrow Scope Improvements, which clarifies the current requirements under Topic 270. The ASU provides a comprehensive list of required interim disclosures and requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for public entities for interim periods in fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures. 3. MERGER WITH MESA AIR GROUP, INC. On November 25, 2025, Legacy Republic completed the Merger with Mesa Parent with the Mesa Parent legal entity continuing as the surviving corporation. Upon closing of the Merger, Mesa Parent was renamed Republic Airways Holdings Inc. The business conducted by the surviving corporation following completion of the Merger is primarily the business conducted by Legacy Republic, and beginning on November 25, 2025, includes the financial position, results of operations, and cash flows of pre-Merger Mesa Parent and subsidiaries, and is referred to on a post-Merger basis as the “Company.” The Company is led by executive leadership of Legacy Republic. Legacy Republic designated six of seven directors to the Board of Directors of the Company, while Mesa Parent designated one of seven directors. Legacy Republic and Mesa Parent pursued the Merger in order to enhance the scale of the combined company, both financially and operationally, to create a larger single fleet type and to provide for greater access to capital markets. In addition, the Company pursued the Merger in order to obtain extended termination dates under a new 10-year CPA with United Airlines. In connection with the Merger and immediately prior to the effective time of the Merger (the “Effective Time”), Mesa Parent converted from a Nevada corporation to a Delaware corporation pursuant to a plan of conversion (the “Conversion”). At the Effective Time, each share of Legacy Republic common stock, par value $ 0.001 per share, (excluding (i) shares to be cancelled pursuant to the Merger Agreement and (ii) any dissenting shares for which appraisal rights were properly demanded in accordance with Delaware law) was converted into the right to receive 38.9933 (the “Exchange Ratio”) validly issued, fully paid, and non-assessable shares of Mesa Parent common stock, par value $ 0.001 , with cash paid in lieu of any fractional shares. Immediately prior to the Effective Time, each outstanding restricted stock unit (“RSU”) in respect of shares of Legacy Republic common stock that vested immediately upon closing of the Merger was cancelled, entitling the holder to shares of Legacy Republic common stock which were converted into the right to receive 38.9933 validly issued, fully paid, and non-assessable shares of common stock and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding tax. Additionally, each outstanding unvested Republic RSU was automatically assumed and converted into the right to receive a restricted share award in respect of 8 Table of Contents common stock after giving effect to the Exchange Ratio and subject to the same vesting terms. The Exchange Ratio gave effect to an unadjusted post-Merger capitalization of an 88.0 % allocation to Legacy Republic pre-Merger shareholders, a 6.0 % allocation to Mesa pre-Merger shareholders, and a 6.0 % allocation (the Escrow Shares discussed below) available for repayment of certain Mesa liabilities described below for the settlement of final working capital amounts and unsettled obligations of Mesa. Further, Legacy Republic and Mesa Parent concurrently entered into a Three Party Agreement jointly with United Airlines to give effect to actions which facilitated an orderly wind down and disposition of certain assets, extinguishment of certain liabilities, and conditions not subject to the business combination and exchange of merger consideration. The Three Party Agreement provided for, among other things, completion of the following actions at and prior to the closing of the Merger: (i) Termination of the United CPAs among Mesa and United Airlines; (ii) Disposition by sale of certain Canadair Regional Jet (“CRJ”) aircraft, CRJ spare engines, an Embraer Regional Jet (“ERJ”) spare engine, and Boeing B-737 spare inventories; (iii) Repayment of substantially all trade debts, long-term debts, and remaining liabilities of Mesa Parent and subsidiaries (“Mesa Net Debt”), utilizing the cash on hand of $ 19.6 million and cash proceeds from asset sales set forth in item (ii) above of $ 8.4 million. Upon depletion of Mesa Parent cash applied for the full and final satisfaction of trade debts, long-term debts, and remaining liabilities, United Airlines provided a one-time cash payment of $ 23.6 million for funding at Merger closing sufficient to discharge any obligations of Mesa Parent which remained outstanding at Merger close. As of November 25, 2025, all long-term debt encumbrances of Mesa Parent prior to Merger closing were discharged through repayment of amounts due or forgiveness by the counterparty; (iv) Transfer of all Mesa rights and obligations related to its warrant and aircraft purchase agreements with Archer Aviation Inc. related to investments in, development of, and commitment for forward purchase of eVTOL aircraft to a third party; (v) Extension of certain CPA terms between Mesa and United Airlines, including enhanced/increased rates retrospectively from January 2025 through termination of the CPAs concurrent with Merger closing, which enhanced the ability of Mesa to discharge those debts set forth in item (iii); (vi) Issuance of 2,853,454 shares of common stock, par value $ 0.001 , equivalent to approximately 6.0 % of the issued and outstanding shares of the Company’s post-Merger common stock (the “Escrow Shares”). Escrow Shares were settled on February 9, 2026 following completion of a 60-day review and resolution period, which shares (a) first became allocable to United Airlines in exchange for the forgiveness and repayment of certain debts and obligations of Mesa; (b) second, to the extent any of the remainder became available to the Company to repay certain liabilities which were not known at Merger closing, and (c) third, to the extent of any remainder, became available on a pro rata basis to shareholders of Mesa immediately prior to consummation of the Merger and Merger-related agreements. During 2026, Escrow Shares of 2,744,348 were allocated to United Airlines in exchange for settlement and satisfaction of adjusted Mesa Net Debt of $ 51.7 million, and the residual 109,106 Escrow Shares were allocated to the Company, in satisfaction of the preceding item (b) and retired as authorized by unissued shares. No Escrow Shares were available for allocation to pre-Merger Mesa Parent shareholders. 9 Table of Contents The Company recorded an equity participation right of $ 2.3 million as of November 25, 2025 for the value of shares reallocated to the Company in final settlement of the Escrow Shares in the condensed consolidated balance sheets and was included as a component of Merger consideration exchanged. Such amount was recorded as a reduction to additional paid-in-capital in the condensed consolidated balance sheets. The amount was subsequently discharged on February 9, 2026 with resolution and final settlement of the Escrow Shares. The effect of final allocation of the Escrow Shares results in an 88.1 % interest in the Company held by pre-Merger Legacy Republic shareholders, a 6.0 % interest in the Company held by pre-Merger Mesa Parent shareholders; and a 5.9 % interest held by United Airlines, paid in full and final satisfaction of outstanding liabilities of Mesa Parent at Merger closing. The issuance of common stock to effectuate the Merger was as follows as of November 25, 2025: Mesa common stock outstanding as of November 25, 2025 (1) 2,792,531 Issuance of Mesa Parent RSUs at vesting concurrent with closing of Merger 61,011 Total Mesa common stock 2,853,542 Republic common stock outstanding as of November 25, 2025 1,004,108 Shares of Republic RSUs issued and vested upon closing of Merger 21,156 Total Republic common stock 1,025,264 Exchange Ratio 38.9933 Resulting shares of Mesa common stock issued for Republic shares outstanding (2) 39,978,395 Issuance of Republic restricted stock units 1,264,210 Shares of common stock of Mesa before the application of the Three Party Agreement 44,096,147 Mesa common stock issued in accordance with the Three Party Agreement ( 6.0 % of the total Mesa shares of common stock at closing of the Merger) 2,853,454 Total outstanding shares of common stock and restricted stock units as of November 25, 2025 46,949,601 (1) The amounts presented herein reflect the impact of the Reverse Stock Split. (2) Fractional shares were settled in cash. On September 24, 2025, Mesa Parent effected a change in its fiscal year historically ending on September 30 to align with the fiscal year of the Company ending on December 31, which became effective on January 1, 2025. Prior to the Merger, effective at 6:00 p.m. Eastern Time on November 24, 2025, Mesa Parent effected the Reverse Stock Split. The condensed consolidated financial statements and notes thereto include the effect of the 15-for-1 reverse stock split. Further, on November 25, 2025, the Company entered into a new 10-year CPA with United Airlines and Mesa, now a wholly-owned subsidiary of the Company, to operate 60 E175 aircraft owned by United Airlines and operated by Mesa. Upon effectiveness of the new CPA, the Company received $ 49.0 million as a non-refundable up front fee funded by United Airlines to compensate for Merger-related expenses, and is recognized ratably on a straight-line basis to revenues over the 10-year term of the related CPA and was recorded to accounts payable and accrued and other expenses—related parties and other non-current liabilities—related parties in the condensed consolidated balance sheets. The CPA in effect immediately prior to consummation of the Merger between Mesa Parent, Mesa, and United Airlines was terminated. The Merger was accounted for as a reverse acquisition under provisions of FASB ASC 805, Business Combinations, using the acquisition method of accounting. Legacy Republic was designated the accounting acquirer and legal acquiree for financial reporting purposes on the basis that, immediately following consummation of the Merger, (i) shareholders of Legacy Republic hold a substantial majority of the voting interest in the Company, (ii) Legacy Republic designated six of seven director positions on the Company’s Board, and (iii) senior management of Legacy Republic retained all named executive officer positions within the Company following the Merger. The accounting for the Merger as a reverse acquisition resulted in the issuance and relinquishment of 11.9 % of the pre-Merger voting interest in Legacy Republic as consideration in exchange for certain net assets of Mesa, which was measured at the acquisition date fair value of the consideration exchanged. 10 Table of Contents Merger consideration Total Merger consideration exchanged was $ 120.2 million, consisting primarily of common stock, par value $ 0.001 exchanged. Under the reverse acquisition method of accounting for the Merger in accordance with ASC 805, Business Combinations, the fair value of purchase price consideration is the fair value of hypothetical stock issued to Mesa Parent pre-Merger shareholders as an estimate of the relinquished value of equity by the accounting acquirer. Merger consideration as of November 25, 2025 was as follows: Merger consideration (in millions, except share and per share amounts) Total shares outstanding 46,949,601 Price per share at fair value (1) $ 21.00 Implied enterprise value $ 985.9 Republic equity relinquished (2) 11.9 % Equity Merger consideration at fair value 117.5 Other consideration at fair value 2.7 Total Merger consideration 120.2 (1) Closing stock price of Mesa Parent common stock at close of business immediately prior to Merger closing, November 24, 2025. (2) Includes settlement of Escrow Shares allocable to the Company accounted for as an equity participation right in the condensed consolidated balance sheet at the closing of the Merger. Fair values of assets acquired and liabilities assumed The acquisition method of accounting to comply with ASC 805, Business Combinations, requires, among other things, that assets acquired and liabilities assumed are recognized on the condensed consolidated balance sheet at fair value as of the acquisition date, with certain exceptions. The fair values of assets acquired and liabilities assumed were determined using market comparisons for like assets of similar vintage and condition. We have completed valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions; however, the determination of fair values of assets acquired and liabilities assumed is preliminary and is subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Due to (i) the timing of Merger-closing, (ii) the complexity of income tax estimates, and (iii) an ongoing Internal Revenue Service audit, management of the Company continues to evaluate its estimates and assumptions utilized to calculate fair values of inventories, property and equipment, goodwill, income taxes, accounts payable, and accrued and other liabilities as new information is obtained. Preliminary amounts reflected in the fair values of assets acquired and liabilities assumed will be adjusted to reflect new information obtained, as necessary, up to one year following Merger closing with corresponding adjustments to goodwill. 11 Table of Contents The Company recorded a preliminary allocation of Merger consideration to assets acquired and liabilities assumed based on their estimated fair values as of November 25, 2025. No additional adjustments have been made to the preliminary measurement of the purchase price allocation through March 31, 2026. The following table summarizes the preliminary purchase price allocation, including resulting goodwill: (in millions) Provisional Fair Value Assets acquired: Cash and cash equivalents $ 19.6 Inventories 19.5 Other current assets 14.5 Other current assets—related parties 25.7 Property and equipment 22.6 Deferred income taxes 19.0 Goodwill 120.4 Other non-current assets 8.9 Total assets acquired 250.2 Liabilities assumed: Operating lease liability 6.6 Accounts payable 55.3 Accounts payable—related parties 0.7 Accrued expenses and other current liabilities 65.9 Accrued expenses and other current liabilities—related parties 0.5 Other non-current liabilities 1.0 Total liabilities assumed 130.0 Net assets acquired $ 120.2 The composition of goodwill is principally derived from the assembled workforce of Mesa, whereby management derives a benefit from the aggregation of a highly-trained technical workforce which is not separable from goodwill. No other significant intangible assets are separately identifiable from goodwill. None of the goodwill is expected to be deductible for income tax purposes. Additionally, the Company accounted for executive compensation for severance and consulting fees payable to Mesa Parent named executive officers separately from the Merger, as the negotiation and determination of such amounts, in part, were influenced by parties to the Three Party Agreement. 4. EXECUTIVE SEPARATION AND MERGER-RELATED ITEMS The Company separately classified executive separation and Merger-related items in the condensed consolidated statements of operations, as such amounts are not anticipated to be incurred each year on a recurring basis. Certain prior year balances have been reclassified to conform to current year presentation. Merger-related items —The Company incurred certain expenses for legal, audit, and advisory fees supporting Merger due diligence, registration of securities and Securities and Exchange Commission (“SEC”) filings, Merger planning, and integration costs during the three months ended March 31, 2026. Integration costs include the elimination of duplicate overheads and abandonment of certain operating agreements, including fleet-specific training and facilities. Additionally, the Company has incurred integration costs related to aircraft maintenance bridging, and standardization of crew training during the three months ended March 31, 2026. All costs of this nature are presented in executive separation and Merger-related items in the condensed consolidated statements of operations. Amounts incurred during the three months ended March 31, 2025 were reclassified to conform to current year presentation. 12 Table of Contents Executive separation and Merger-related items incurred during the three months ended March 31, are as follows: Three Months Ended (in millions) March 31, 2026 March 31, 2025 Merger-related items $ 9.5 $ 4.4 Total $ 9.5 $ 4.4 5. REVENUES The Company accounts for contracts with our Partner Airlines under ASC 606, Revenue from Contracts with Customers , and ASC 842, Leases , as applicable, when each party has committed to perform under the contract, each party’s rights and payment terms have been established, when the contract has commercial substance, and when collectability of amounts due under the contract is probable. Under CPAs with our Partner Airlines, the Company has committed to perform various flight services and maintenance activities classified as regional jet services. Within regional jet services, flight services represent a series of distinct activities accounted for as a single performance obligation satisfied over time as flights are completed. The Company recognizes certain maintenance activities as separate performance obligations, which are satisfied as the related distinct service is complete. Substantially all of the Company’s revenues are generated from regional jet services. Revenues associated with regional jet services are generally derived from (i) a fixed fee per departure, flight hour, and/or block hour of time incurred and a fixed rate for available-to-schedule aircraft, payable on a monthly basis; and (ii) a premium amount which is earned monthly and quarterly by maintaining minimum aircraft utilization levels and exemplary operating results. To the extent that minimum targets are not achieved, the Company could be subject to financial penalties. These fixed-fee rates are contractually subject to periodic economic adjustment. The Company additionally receives reimbursement from our Partner Airlines for direct expenses incurred such as qualifying maintenance activities, property taxes, and miscellaneous operating expenses. Certain charges such as fuel, landing fees, and certain ownership costs are generally paid directly by the Partner Airlines, although the charges were incurred by the Company in ongoing operations. The Company refers to these charges as “Partner direct charges.” Pass-through charges are primarily recorded to revenues and the corresponding operating expense on a gross basis. Pass-through charges recorded on a net basis are not material. Amounts recognized as regional jet services revenues are measured at the contractual amount the Company expects it will be entitled to in exchange for the promised services. The Company allocates the transaction price as flights are completed with variable consideration that relates specifically to the Company’s efforts in delivering each flight recognized in the period in which the individual flight is completed and measured on a monthly basis. The Company records an estimate for incentive revenue based on our expected performance at the end of each period. These estimates are derived under accounting guidance related to variable consideration constraints and based on amounts expected to be collected. The Company has concluded that allocating the variability directly to individual flights results in an overall allocation meeting the objectives in ASC 606. This results in a pattern of revenue recognition that generally follows the variable amounts billed from the Company to Partner Airlines. As allowed with ASC 606, the Company has elected to apply practical expedients to expense significant financing components and the incremental costs of obtaining a contract as incurred. A portion of the Company’s compensation under its CPAs is designed to reimburse the Company for certain aircraft ownership costs. The Company has concluded that a component of its revenue under the CPAs is deemed to be embedded lease revenue and as such, agreements identify the right-of-use of a specific type and number of aircraft over the term of the CPA. Embedded lease revenue associated with the Company’s CPAs is accounted for as an operating lease under ASC 842, Leases . 13 Table of Contents Revenues by Partner Airline for the three months ended March 31, 2026 and 2025 are disaggregated as follows: Three Months Ended (in millions) March 31, 2026 March 31, 2025 American Airlines $ 189.5 $ 171.2 Delta Air Lines 99.3 99.4 United Airlines 229.1 118.7 Other 9.5 5.5 Total revenues $ 527.4 $ 394.8 Revenues derived from the CPAs by type of revenue for the three months ended March 31, 2026 and 2025 are disaggregated as follows: Three Months Ended (in millions) March 31, 2026 March 31, 2025 Regional jet service revenue $ 438.9 $ 315.7 Lease revenue (1) 79.0 73.6 Other revenue 9.5 5.5 Total revenues $ 527.4 $ 394.8 (1) Certain of the Company’s CPAs include embedded leases for the right-of-use of the regional jet aircraft. The Company also leases 31 aircraft to American Airlines. The corresponding rental income is classified herein. LIFT Academy recorded tuition revenue of $ 4.9 million and $ 5.4 million during the three months ended March 31, 2026 and 2025, respectively. Tuition payments received from students are recognized as deferred revenue and reflected in accrued and other liabilities in the condensed consolidated balance sheets and are recognized on a systematic basis as students progress throughout their respective training programs. Amounts recognized as revenues in the condensed consolidated statements of operations are subject to certain estimates, which could materially impact the timing and consideration determined under the contract. Such estimates include (i) expected contract terms from material modifications to the fixed-fee capacity purchase agreements which are expected to be made in the future and (ii) the extent to which disputes in contract interpretation arise. Receivables and contract assets— Receivables represent a right to consideration for promised services which have been transferred to customers. The Company records provisions for credit losses using an expected credit losses model on the basis of specific identification and historical collection experience. Contract assets are generated from the partial satisfaction of certain performance obligations, generally related to the delivery of aircraft maintenance services, under customer contracts whereby the Company has the right to consideration for services transferred or provided to its customers. Other current assets—related parties and other non-current assets—related parties in the condensed consolidated balance sheets consist entirely of contract assets, which have been appropriately reduced for the applicable financing component. The Company expects to collect all current amounts within the next twelve months, while non-current amounts will be collected over the period from April 2027 to 2030. Contract liabilities— Contract liabilities consist of deferred revenues for which the Company has received customer payment for undelivered services. In addition, the Company periodically carries out capital projects on behalf of its Partner Airlines, generally pertaining to aircraft fleet and livery improvements. Revenues of this nature are recognized over time, depicting the pattern of transfer of control of services, resulting in ratable recognition of revenues over the remaining term of the CPA, ranging from 2026 to 2036. 14 Table of Contents Current and non-current deferred revenues are recorded to accounts payable and accrued and other liabilities-related parties and other non-current liabilities-related parties, respectively, in the condensed consolidated balance sheets. The Company recognized $ 12.0 million and $ 3.8 million of the deferred revenue to revenues in the condensed consolidated statements of operations during the three months ended March 31, 2026 and 2025, respectively, which was previously included in contract liabilities at December 31, 2025 and 2024, respectively. Current contract liabilities were $ 35.0 million and $ 35.9 million as of March 31, 2026 and December 31, 2025, respectively. Non-current contract liabilities were $ 97.3 million and $ 103.2 million as of March 31, 2026 and December 31, 2025, respectively. 6. FAIR VALUE MEASUREMENTS The Company measures the following assets and liabilities at fair value on a recurring basis: As of March 31, 2026 (in millions) Recorded Balance Level 1 Level 2 Level 3 Cash, cash equivalents, and restricted cash $ 133.5 $ 133.5 $ — $ — Marketable securities 162.1 162.1 — — EVE Investment 12.2 2.5 — 9.7 Total $ 307.8 $ 298.1 $ — $ 9.7 As of December 31, 2025 (in millions) Recorded Balance Level 1 Level 2 Level 3 Cash, cash equivalents, and restricted cash $ 157.7 $ 157.7 $ — $ — Marketable securities 162.2 162.2 — — EVE Investment 15.4 4.0 — 11.4 Total $ 335.3 $ 323.9 $ — $ 11.4 The implied volatility, which is the unobservable input, used in the determination of fair value of Level 3 investments for the three months ended March 31, 2026 and 2025 is as follows: Three Months Ended March 31, 2026 March 31, 2025 EVE Investment 61.4 % 73.4 % The increase or decrease in the fair value measurement of the implied volatility may result in a higher or lower effect on the fair value measurement of the Company’s EVE Investment. The amount recorded to other non-current assets as of March 31, 2026 and December 31, 2025 for the aggregate EVE Warrants and the Put Option was $ 9.7 million and $ 11.4 million, respe ctively. The Company recorded no non-recurring fair value measurements for the three months ended March 31, 2026 and 2025. 7. LEASES The Company routinely enters into operating and finance leases as a financing method for aircraft, spare engines, flight training equipment, and operating facilities. The Company records a lease asset and corresponding liability for leases with terms exceeding 12 months. Such assets and liabilities are measured at the present value of remaining lease payments at the commencement of the lease or consummation of a lease modification. 15 Table of Contents Lease terms give effect to early termination and renewal options wh en it is reasonably certain that such options will be exercised. The Company determines present value, discounting payment streams at the interest rate implicit in the lease, when available, taking into consideration economic escalation provisions, when applicable. When this information is unknown, the Company estimates its incremental borrowing rate at the related lease commencement date, which is derived from prevailing market interest rates, recent debt acquisitions specific to the Company, or other debt instruments having similar characteristics at lease commencement. With the exception of the CPAs and operating facilities, the Company does not separate lease and non-lease contractual components. Provisions for residual value guarantees are not material. Aircraft leasing arrangements —The Company’s CPAs include provisions for the right-to-use of the Company’s aircraft in carrying out regional jet services. Such provisions constitute embedded leases for which the Company receives reimbursement for aircraft ownership costs, as Partner Airlines obtain substantially all of the economic benefit from the aircraft under operation for the Partner Airlines. Aircraft lease terms are commensurate with CPA terms discusse d at Note 5, Revenues. The Company mitigates the risk from residual and undeployed leased assets in the event of default of one of our Partner Airlines by actively monitoring aircraft and engine financing terms compared to market terms in order to effectively sell or redeploy aircraft to the extent they become unused or underutilized, which additionally decreases with the extent to which the Company operates Partner Controlled Aircraft. Contractual cash receipts from operating leases for each of the next five years and total of the remaining years as of March 31, 2026 are as follows: (in millions) Contractual Cash Receipts 2026 $ 216.9 2027 282.5 2028 253.2 2029 227.6 2030 143.8 Thereafter 498.4 Total $ 1,622.4 8. COMMITMENTS AND CONTINGENCIES The Company’s long-term commitments primarily include lease obligations (see Note 7, Leases ), long-term maintenance agreements, and purchase commitments, among others. Purchase commitments —From time to time, the Company enters into purchase commitments for future aircraft and engine deliveries. The Company regularly makes pre-delivery deposit payments (“PDPs ” ) to support aircraft and engines on order. 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. Interest costs associated with PDPs, which are not significant during the periods presented, are capitalized as a portion of the overall historical cost of the related aircraft or engine and are depreciated over the estimated useful life of the asset. Republic has an order for 26 Embraer regional jets with expected deliveries beginning in 2028 through 2030. During the year ended December 31, 2025, the Company executed an amendment to an existing financing commitment to finance some additional scheduled aircraft deliveries during the year ending December 31, 2026, which provides future funding for a portion of the total aircraft cost. Committed future borrowings are expected to be secured by the related aircraft and funded upon each delivery. Additionally, the Company obtained commitments for a future credit facility secured by spare engines. As of March 31, 2026, the remaining maximum borrowings allowable under the agreements is approximately $ 51 million. 16 Table of Contents In each of the three months ended March 31, 2026 and 2025, the Company completed certain milestones in the construction of a new flight aviation campus and corporate headquarters in Carmel, Indiana (the “Aviation Campus”). The Aviation Campus houses a training center that, once fully integrated with pre-Merger Mesa Airlines operations, will be used to perform substantially all of the Company’s training activities for pilots, flight attendants, maintenance technicians, and dispatchers and houses eight full motion simulators along with flat panel simulators, cabin trainers, and classrooms. Additionally, the Aviation Campus includes overnight accommodations used exclusively by the Company’s associates in training, our corporate headquarters (completed January 2026), and a parking garage. Additionally, the Company began construction on additional overnight accommodations, which is expected to be completed in 2026. The interest costs associated with the Aviation Campus, which are not significant during the periods presented, are capitalized as a portion of the overall historical cost and depreciated over the estimated useful life of the asset. The following table displays the Company’s future contractual obligations for property and equipment under firm orders: Payments Due By Period (in millions) 2026 2027 2028 2029 2030 Thereafter Total Aircraft and other equipment under purchase obligations $ — $ — $ 390.7 $ 222.0 $ 191.4 $ — $ 804.1 Aviation Campus 27.5 — — — — — 27.5 General indemnifications —The Company is a party to aircraft lease and financing arrangements, which include provisions requiring the Company to indemnify the lessor or financing party against certain losses which may arise from use of the related aircraft and equipment, including losses arising from tax consequences. The Company expects that such losses would constitute insurable losses and would therefore be subject to insurance coverage. Losses expected to arise from indemnities cannot be reasonably determined due to the uncertainty surrounding circumstances which may give rise to losses, or the amount of expected losses which could arise. Legal matters —The Company is involved in various legal actions considered routine to the ordinary course of business. Contingent losses expected to arise as a result of pending legal matters, which could include expected future settlements, judgments, and legal fees are recorded when amounts become probable and are able to be estimated. Estimated future losses and legal fees related to ongoing litigation were not material as of March 31, 2026 and December 31, 2025 . While the Company cannot predict the outcome of these events with certainty, management does not believe pending legal matters would have a material effect on the results of operations, cash flows, or financial position. 9. MEZZANINE EQUITY AND CAPITAL TRANSACTIONS During the three months ended March 31, 2026, the Company granted 349,853 RSUs to certain key members of management of the Company which are subject to both time- and performance-vesting conditions (“2026 Long Term Incentive RSUs”). The 2026 Long Term Incentive RSUs vest on December 31, 2028 based on the achievement of certain pre-tax income, aircraft utilization and flight completion rate metrics. The number of performance shares awardable from the 2026 Long Term Incentive RSUs can range from 0 % to 200 % of the target amount depending on the Company’s performance against the pre-established targets. The grant date fair value of each 2026 Long Term Incentive RSU was $ 21.14 per share. Share-based compensation expense is based on the Company’s anticipated outcome of achieving the performance metrics. These awards also included 127,308 RSUs related to pre-tax income and aircraft utilization metrics that will be set by the Company’s Board of Directors in 2027 and 2028. During the three months ended March 31, 2026, the Company recorded $ 1.3 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations related to the 2026 Long Term Incentive RSUs. During the three months ended March 31, 2026, the Company granted 17,389 RSUs to certain key members of management of the Company, which are subject to time-vesting conditions (“2026 Long Term Incentive Time-Vesting RSUs”). The grant date fair value of each 2026 Long Term Incentive Time-Vesting RSU was $ 21.14 per share. The 2026 Long Term Incentive Time-Vesting RSUs vest ratably each year over a three-year vesting period. During the three months ended March 31, 2026, the Company recorded an immaterial amount of share based compensation to wages and benefits expense in the condensed consolidated statements of operations related to the 2026 Long Term Incentive Time-Vesting RSUs. The Company recognized $ 3.7 million and $ 0.7 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations for all the Company’s unvested shares in the aggregate during the three months ended March 31, 2026 and 2025. The Company accounts for forfeitures as they occur. The following table summarizes the activity of RSUs granted to certain employees of the Company for the three months ended March 31, 2026 : Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2026 1,225,249 $ 15.39 Granted 367,242 21.14 Unvested at March 31, 2026 1,592,491 16.72 10. RELATED PARTY TRANSACTIONS The Company’s related party transactions include transactions with our Partner Airlines and an original equipment manufacturer (the “Related Parties”), with whom we have held long-standing relationships. The Company regularly transacts with its Related Parties as defined in ASC 850, Related Parties , in the ordinary course of business. Related party transactions are derived from passenger service under the capacity purchase relationships, certain aircraft leasing commitments between the Company and the Partner Airlines, and aircraft maintenance activities, which in turn, generate balances due to or due from our Related Parties. In addition, the Company generated deferred revenue balances from capital projects carried out on behalf of our Partner Airlines. Assets and liabilities expected to be realized within 12 months are classified as receivables—related parties and accounts payable and accrued and other liabilities—related parties, respectively, and other non-current assets—related parties and other non-current liabilities—related parties, respectively, for amounts expected to be realized thereafter. Substantially all of the Company’s revenues were derived from related parties during the three months ended March 31, 2026 and 2025 . Operating expenses incurred relate to aircraft rent expense, interrupted trip expenses, maintenance expense, and employee benefits, among others. Management has concluded that transactions of this nature were carried out on an arm’s-length basis. Risks and uncertainties —During the three months ended March 31, 2026 and 2025 , substantially all of the Company’s revenues were derived from capacity purchase agreements with the Partner Airlines. Termination of any of these capacity purchase agreements could have a material adverse effect on the Company’s financial position, results of operations, and operating cash flows. Each of the Company’s Partner Airlines comprised the following receivables as of March 31, 2026 and December 31, 2025 and revenues for the three months ended March 31, 2026 and 2025 : Concentration base American Airlines Delta Air Lines United Airlines Revenues for the three months ended: March 31, 2026 36 % 19 % 43 % March 31, 2025 43 25 30 Receivables as of: March 31, 2026 24 4 26 December 31, 2025 14 39 24 17 Table of Contents 11. SUBSEQUENT EVENTS On April 22, 2026, the Company’s Board of Directors, upon the recommendation of its Corporate Governance Committee, promoted Matthew J. Koscal to the position of President and Chief Executive Officer (principal executive officer), effective June 15, 2026. Upon the effective date of appointment, David Grizzle, currently serving in the role of Chairman and Chief Executive Officer (principal executive officer) will resume the role of non-executive Chairman of the Board of Directors, a position previously held by Mr. Grizzle for the Legacy Republic Board of Directors since 2017 until assuming the Chief Executive Officer role prior to the Merger. 18 Table of Contents