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REPUBLIC AIRWAYS HOLDINGS INC.

For the period ended Nov 24, 2025. Filed Dec 1, 2025.

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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Nov 24, 2025 · Filed Dec 1, 2025

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Reverse Stock Split

To the extent required by this Item, the information included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As previously announced, the Board of Directors of Mesa unanimously approved the Reverse Stock Split and on November 24, 2025, Mesa filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split (the “Certificate of Change”), which became effective at 6:00 p.m. Eastern Time on such date. As a result of the Reverse Stock Split, every 15 shares of Mesa common stock issued and outstanding on the effective date of the Reverse Stock Split was consolidated into one issued and outstanding share of Mesa common stock. No fractional shares were issued in connection with the Reverse Stock Split, and instead, any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Additionally, proportionate adjustments were made to the number of shares of Mesa common stock underlying outstanding equity awards.

The Reverse Stock Split affected all stockholders of Mesa uniformly and did not alter any stockholder’s percentage interest in Mesa’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

The Certificate of Change also decreased the number of authorized shares of Mesa common stock from 125,000,000 to 8,333,333 (which amount was subsequently superseded in connection with the Merger).

The foregoing description of the Certificate of Change does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Change, which is attached as Exhibit 3.1 to this Form 8-K.

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