What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 165 added, 99 removed, 440 unchanged (38% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

(In millions, except share and per share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

CURRENT ASSETS:

44 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(In millions, except per share amounts)

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

$ 571.1 $ 405.6 $ 1,098.5 $ 800.4

1 unchanged sentence

Wages and benefits

241.4 184.6 472.6 359.0

Aircraft and engine rent

Maintenance and repair

122.3 64.9 222.1 132.0

Maintenance and repair—related parties

12.0 9.2 25.6 18.4

Depreciation and amortization

35.2 30.9 69.7 61.5

Executive separation and Merger-related items (Note 4) 13.6 2.4 23.1 6.8

1 unchanged sentence

Other—related parties

2.1 0.2 4.4 0.8

Total operating expenses

512.4 351.2 985.6 693.1

OPERATING INCOME

58.7 54.4 112.9 107.3

OTHER INCOME (EXPENSE):

Investment income (loss) and other, net

Investment income and other, net

1.5 11.1 1.7 9.1

Interest expense

3 unchanged sentences

INCOME BEFORE INCOME TAXES

43.4 50.7 81.0 87.3

INCOME TAX EXPENSE

12.2 13.3 22.9 22.8

$ 31.2 $ 37.4 $ 58.1 $ 64.5

NET INCOME PER COMMON SHARE—BASIC

1 unchanged sentence

NET INCOME PER COMMON SHARE—DILUTED

0.68 0.94 1.26 1.62

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC

45.7 39.2 45.7 39.1

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED

(1) Substantially all of the Company’s revenues are derived from related parties during the three months ended March 31, 2026 and 2025.

46.2 39.9 46.1 39.9

(1) Substantially all of the Company’s revenues are derived from related parties during the three and six months ended June 30, 2026 and 2025.

Refer to Note 5, Revenues and Note 10, Related Party Transactions .

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(In millions, except share amounts)

6 unchanged sentences

Balance at March 31, 2025 102,901 $ 6.5 38,993,300 $ — $ 478.0 $ 659.6 $ 1,137.6

Net income — — — — — 37.4 37.4

Share based compensation — 0.7 — — — — —

RSUs issued to Board of Directors 57,047 0.9 — — — — —

Balance at June 30, 2025 159,948 $ 8.1 38,993,300 $ — $ 478.0 $ 697.0 $ 1,175.0

Mezzanine Equity (1)

4 unchanged sentences

Share based compensation — — — — 3.7 — 3.7

Repurchase and retirement of common stock — — ( 109,106 ) — — — —

Settlement of equity participation right from Merger — — ( 109,106 ) — — — —

Settlement of U.S.

1 unchanged sentence

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.

Net income — — — — — 31.2 31.2

Share based compensation — — — — 6.8 — 6.8

Stock issued under long-term incentive plans and to Board of Directors — — 470,106 — — — —

Employee income tax paid on vested equity awards — — ( 182,047 ) — — ( 3.4 ) ( 3.4 )

Balance at June 30, 2026 — $ — 45,892,239 $ — $ 623.1 $ 763.2 $ 1,386.3

(1) Mezzanine equity and shareholders’ equity have been retrospectively adjusted to apply the Exchange Ratio and Reverse Stock Split as discussed in Note 3, Merger with Mesa Air Group, Inc.

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(In millions)

Three Months Ended

March 31, 2026 March 31, 2025

Six Months Ended

June 30, 2026 June 30, 2025

NET CASH PROVIDED BY OPERATING ACTIVITIES

3 unchanged sentences

( 113.6 ) ( 186.7 )

Proceeds from insurance, sale of property, and other equipment

Proceeds from insurance, sale of property and other equipment, and tariff refunds

Pre-delivery deposits paid (1)

10 unchanged sentences

Payments for warrant redemption

Taxes paid related to net share settlement of equity awards ( 3.4 ) —

( 0.9 ) ( 2.0 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

( 36.7 ) 42.7

13 unchanged sentences

Right-of-use assets acquired or modified under operating leases

(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.

(1) The Company made net aircraft, pre-delivery deposit payments, inventory, and rotable spare part purchases from its original equipment manufacturer, a related party, of $ 72.1 million a nd $ 148.8 million during the six months ended June 30, 2026 and 2025, respectively.

See accompanying notes to the condensed consolidated financial statements.

22 unchanged sentences

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:

Effective June 15, 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.

Concurrently with Mr.

Koscal's appointment, David Grizzle, serving in the role of Chairman and Chief Executive Officer vacated the position of Chief Executive Officer and resumed 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.

The Company 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 or Mesa.

Aircraft under operation for each of our Partner Airlines as of June 30, 2026 are as follows:

Aircraft (1) (2)

5 unchanged sentences

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.

(1) Represents the minimum operating fleet out of a total of 283 aircraft as of June 30, 2026, excluding eight spare aircraft.

(2) Excludes 31 aircraft leased to American Airlines as of June 30, 2026.

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.

GAAP”) and include the

accounts of Republic Airways Holdings Inc.

and its wholly-owned subsidiaries.

9 unchanged sentences

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.

Tariff refunds —In February 2026, following the United States Supreme Court's decision to invalidate certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), the Company became eligible to receive refunds on previously imposed import duties.

During the three and six months ended June 30, 2026, the Company received cash payments of $ 20.1 million in refunded duties and related interest income.

The Company recorded refunded amounts as a reduction to property and equipment, net in the condensed consolidated balance sheets using a loss recovery methodology as set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 410, Asset Retirement and Environmental Obligations .

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.

1 unchanged sentence

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.

As of December 31, 2025 , the Company had 691,701 warrants issued and outstanding which were settled for $ 5.3 million during the six months ended June 30, 2026 .

As of June 30, 2026 , the Company had 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

Three Months Ended Six Months Ended

(in millions, except share and per share data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

$ 31.2 $ 37.4 $ 58.1 $ 64.5

2 unchanged sentences

Dilutive effects of unvested shares 464,814 759,180 385,322 727,962

Dilutive effects of U.S.

Dilutive effective of U.S.

Treasury Warrants — — 48,147 —

5 unchanged sentences

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.

The number of incremental shares from the assumed issuance of shares relating to unvested shares is calculated by applying the treasury stock method.

A total of 518,701 potentially dilutive shares (at target performance) have been excluded from the calculation of diluted net income

per common share for the three and six months ended June 30, 2026 and 2025, as the related performance conditions have not been met.

Segment information— The Company is organized and operates as one operating and reportable segment:

2 unchanged sentences

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.

The Company’s CODM, the President and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.

The accounting policies of the one reportable segment are the same as those described in the summary of significant accounting policies.

2 unchanged sentences

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.

Subsequent events — The Company evaluates subsequent events for the period from the balance sheet date to the date the financial statements are issued, in accordance with FASB ASC 855, Subsequent Events .

Recent accounting pronouncements— In November 2024, the FASB issued Accounting Standards Update ( “ 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.

15 unchanged sentences

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.

addition, the Company pursued the Merger in order to obtain extended termination dates under a new 10-year CPA with United Airlines, which commenced at closing of the Merger.

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”).

1 unchanged sentence

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

common stock after giving effect to the Exchange Ratio and subject to the same vesting terms.

Additionally, each outstanding unvested Republic RSU was automatically assumed and converted into the right to receive a restricted share award in respect of 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.

10 unchanged sentences

(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;

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.

During the six months ended June 30, 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.

27 unchanged sentences

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.

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.

22 unchanged sentences

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

During the three and six months ended June 30, 2026, the Company adjusted the preliminary amounts reflected in the fair values of assets acquired and liabilities assumed, due to additional information obtained regarding the facts and circumstances that existed as of the Merger date that, if known, would have affected the measurement of the fair value of assets acquired and liabilities assumed at that date.

The Company recognized a $ 12.5 million adjustment to goodwill primarily related to the measurement of deferred tax assets based on updated information related to the utilization of net operating loss carryforwards, among other immaterial adjustments.

The following table summarizes the updated preliminary purchase price allocation, including resulting goodwill:

(in millions) Provisional Fair Value Measurement Period Adjustments Updated Provisional Fair Value

Assets acquired:

Cash and cash equivalents

$ 19.6 $ — $ 19.6

Other current assets

14.5 0.8 15.3

Other current assets—related parties

25.7 4.0 29.7

Property and equipment

22.6 ( 1.0 ) 21.6

Deferred income taxes

19.0 10.2 29.2

120.4 ( 12.5 ) 107.9

Other non-current assets

3 unchanged sentences

Accounts payable

55.3 0.1 55.4

Accounts payable—related parties

Accrued expenses and other current liabilities

65.9 ( 0.6 ) 65.3

Accrued expenses and other current liabilities—related parties

Other non-current liabilities

1.0 ( 0.2 ) 0.8

Total liabilities assumed 130.0 1.5 131.5

3 unchanged sentences

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.

Additionally, the Company accounted for executive compensation for severance and consulting fees payable to Mesa Parent named executive officers separately from the Merger during the year ended December 31, 2025, as the negotiation and determination of such amounts, in part, were influenced by parties to the Three Party Agreement.

EXECUTIVE SEPARATION AND MERGER-RELATED ITEMS

1 unchanged sentence

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.

Executive separation —In connection with Mr.

Grizzle’s separation and transition to non-executive Chairman, the Company recognized $ 7.0 million of cash severance and share-based compensation expense related to the accelerated vesting of certain restricted stock awards and restricted stock units subject to performance-vesting conditions, during the three and six months ended June 30, 2026.

Refer to Note 9, Mezzanine Equity and Capital Transactions.

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.

Additionally, the Company has incurred integration costs related to aircraft maintenance bridging and standardization of crew training during the three and six months ended June 30, 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.

Executive separation and Merger-related items incurred during the three months ended March 31, are as follows:

Three Months Ended

Amounts incurred during the three and six months ended June 30, 2025 were reclassified to conform to current year presentation.

Executive separation and Merger-related items incurred during the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended Six Months Ended

(in millions)

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Executive separation $ 7.0 $ — $ 7.0 $ —

Merger-related items 6.6 2.4 16.1 6.8

23 unchanged sentences

Embedded lease revenue associated with the Company’s CPAs is accounted for as an operating lease under ASC 842, Leases .

Revenues by Partner Airline for the three months ended March 31, 2026 and 2025 are disaggregated as follows:

Three Months Ended

Revenues by Partner Airline for the three and six months ended June 30, 2026 and 2025 are disaggregated as follows:

Three Months Ended Six Months Ended

(in millions)

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

American Airlines

1 unchanged sentence

Delta Air Lines

106.9 105.3 206.2 204.7

United Airlines

257.8 115.8 486.9 234.5

8.3 6.2 17.9 11.7

Total revenues

$ 571.1 $ 405.6 $ 1,098.5 $ 800.4

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

Revenues derived from the CPAs by type of revenue for the three and six months ended June 30, 2026 and 2025 are disaggregated as follows:

Three Months Ended Six Months Ended

(in millions)

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Regional jet service revenue

1 unchanged sentence

Lease revenue (1)

80.3 74.8 159.2 148.4

Other revenue

8.3 6.2 17.9 11.7

Total revenues

3 unchanged sentences

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.

4 unchanged sentences

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.

The Company expects to collect all current amounts within the next twelve months, while non-current amounts will be collected over the period from July 2027 to 2030.

Contract liabilities— Contract liabilities consist of deferred revenues for which the Company has received customer payment for undelivered services.

2 unchanged sentences

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.

The Company recognized $ 19.1 million and $ 7.9 million of the deferred revenue to revenues in the condensed consolidated statements of operations during the six months ended June 30, 2026 and 2025, respectively, which was previously included in contract liabilities at December 31, 2025 and 2024, respectively.

Current contract liabilities were $ 35.7 million and $ 35.9 million as of June 30, 2026 and December 31, 2025, respectively.

Non-current contract liabilities were $ 91.4 million and $ 103.2 million as of June 30, 2026 and December 31, 2025, respectively.

FAIR VALUE MEASUREMENTS

The Company measures the following assets and liabilities at fair value on a recurring basis:

As of March 31, 2026

As of June 30, 2026

(in millions)

8 unchanged sentences

EVE Investment

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

The implied volatility, which is the unobservable input, used in the determination of fair value of Level 3 investments as of June 30, 2026 and December 31, 2025 is as follows:

June 30, 2026 December 31, 2025

EVE Investment

1 unchanged sentence

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.

The amount recorded to other non-current assets as of June 30, 2026 and December 31, 2025 for the aggregate EVE Warrants and the Put Option was $ 9.8 million and $ 11.4 million, respe ctively.

The Company recorded no non-recurring fair value measurements for the three and six months ended June 30, 2026 and 2025.

The Company routinely enters into operating and finance leases as a financing method for aircraft, spare engines, flight training equipment, and operating facilities.

10 unchanged sentences

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:

Contractual cash receipts from operating leases for each of the next five years and total of the remaining years as of June 30, 2026 are as follows:

(in millions) Contractual Cash Receipts

8 unchanged sentences

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.

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”).

During the three and six months ended June 30, 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.

1 unchanged sentence

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 interest costs associated with the Aviation Campus, which are not material 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:

2 unchanged sentences

2026 2027 2028 2029 2030 Thereafter

Aircraft and other equipment under purchase obligations

Aviation Campus

Aircraft and other purchase obligations

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.

3 unchanged sentences

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 .

Estimated future losses and legal fees related to ongoing litigation were not material as of June 30, 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.

E mployees under collective bargaining agreement— During the three and six months ended June 30, 2026 , certain of the Company’s maintenance technicians voted in favor of representation by the International Brotherhood of Teamsters (“IBT”) under a National Labor Relations Board election.

As of June 30, 2026, the represented class includes more than 700 associates, which includes maintenance technicians, among other related associates, under representation by IBT, Local 135.

The Company and IBT, Local 135 have not yet reached agreement on the related collective bargaining agreement.

As a result, the Company cannot reasonably estimate the impact, if any, that the outcome of these negotiations may have on its condensed consolidated financial statements.

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.

During the three and six months ended June 30, 2026, the Company granted 106,091 and 455,944 target 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, as applicable, subject to certification which will occur as soon as practicable, but no more than 60 days following December 31, 2028.

The number of units 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 and if the related service conditions of the holder have been met.

There are also 110,016 RSUs awardable related to pre-tax income and aircraft utilization metrics that will be

established by the Company’s Board of Directors during each of the years ending December 31, 2027 and 2028.

For the portion of the awards where the performance-vesting condition has been defined, a grant date has been established and the weighted-average grant date fair value of those 2026 Long Term Incentive RSU was $ 20.13 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”).

During the three and six months ended June 30, 2026, 102,793 2026 Long Term Incentive RSUs were modified to accelerate vesting and 25,712 2026 Long Term Incentive RSUs were granted and vested immediately.

During the three and six months ended June 30, 2026, the Company granted zero and 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 2026 Long Term Incentive Time-Vesting RSUs vest ratably over a three-year vesting period.

During the three and six months ended June 30, 2026, the Company granted 25,114 RSUs to certain key members of management of the Company, which are subject to time-vesting conditions (“2026 Promotion RSUs”).

The grant date fair value of each 2026 Promotion RSU was $ 18.43 per share.

The 2026 Promotion RSUs vest periodically over a 33 month vesting period.

During the three and six months ended June 30, 2026, the Company issued 43,566 RSUs to the Board of Directors at an estimated grant date fair value of $ 21.95 per share, which vested immediately.

The Company recorded $ 1.0 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations related to the issuance.

During the year ended December 31, 2025, the Company granted RSUs to certain key members of management which vest ratably over a three-year period (“2025 LTI Awards”).

During the three and six months ended June 30, 2026, 11,231 of the 2025 LTI Award RSUs were modified to immediately vest.

During the year ended December 31, 2025, the Company granted 1,147,456 RSUs to certain key members of management, 70 % of which are subject to time-based vesting conditions and 30 % performance-based vesting conditions (“Republic Integration Awards”).

The Republic Integration Awards and the 2025 LTI Awards, each, were unvested RSUs in Legacy Republic, which were automatically assumed and converted into the right to receive a restricted share in respect of common stock of the Company upon consummation of the Merger.

The Republic Integration Awards subject to time-vesting conditions vest in equal installments on the third and fourth anniversaries of closing of the Merger, subject to continued employment of the holder.

The Republic Integration Awards subject to performance-vesting conditions vest in one-third tranches upon achievement of specified operational milestones.

During the three and six months ended June 30, 2026, 114,737 shares vested from the achievement of a performance vesting condition.

Additionally, during the three and six months ended June 30, 2026, 172,067 shares were modified to vest immediately.

The Company recognized $ 2.6 million and $ 6.3 million in share-based compensation to wages and benefits expense and $ 4.2 million and $ 4.2 million in share-based compensation to executive separation and Merger-related costs, respectively, in the condensed consolidated statements of operations during the three and six months ended June 30, 2026.

The Company recognized $ 1.6 million and $ 2.3 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations during the three and six months ended June 30, 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

The following table summarizes the activity of RSUs granted to certain employees of the Company for the three and six months ended June 30, 2026 :

2025 LTI Awards Republic Integration Awards 2026 Long Term Incentive Time-Vesting RSUs 2026 Long Term Incentive RSUs 2026 Promotion RSUs Total

Weighted Average

3 unchanged sentences

Unvested at March 31, 2026 77,793 1,147,456 17,389 349,853 — 1,592,491 16.72

— — — 106,091 25,114 131,205 18.35

— ( 114,737 ) — ( 25,712 ) — ( 140,449 ) 15.91

Modified and vested

( 11,231 ) ( 172,067 ) — ( 102,793 ) — ( 286,091 ) 18.25

Unvested at June 30, 2026 66,562 860,652 17,389 327,439 25,114 1,297,156 $ 16.63

RELATED PARTY TRANSACTIONS

4 unchanged sentences

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 .

Substantially all of the Company’s revenues were derived from related parties during the three and six months ended June 30, 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.

Risks and uncertainties —During the three and six months ended June 30, 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 :

Each of the Company’s Partner Airlines comprised the following revenues for the three and six months ended June 30, 2026 and 2025 and receivables as of June 30, 2026 and December 31, 2025 :

Concentration base

Revenues for the three months ended:

March 31, 2026 36 % 19 % 43 %

March 31, 2025 43 25 30

June 30, 2026 35 % 19 % 45 %

June 30, 2025 44 26 29

Revenues for the six months ended:

June 30, 2026 35 19 44

June 30, 2025 44 26 29

Receivables as of:

March 31, 2026 24 4 26

June 30, 2026 16 13 37

December 31, 2025 14 39 24

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.

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

What changed 10-Q

Item 1. Financial Statements