REPUBLIC AIRWAYS HOLDINGS INC.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
RJET$21.42+0.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Report:
Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP (PCAOB ID:34), Consolidated Balance Sheets as of December 31, 2025 and 2024, Consolidated Statement of Operations for the years ended December 31, 2025, 2024, and 2023, Consolidated Statements of Mezzanine Equity and Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023, Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, and Notes to the Consolidated Financial Statements
Financial Statement Schedules. All schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or notes to the consolidated financial statements under Part II, Item 8 of this Report.
Exhibits. The exhibits listed below are filed as part of this Report. References under the caption “Incorporated by Reference” to exhibits or other filings indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date | Number | FiledHerewith |
| 2.1 | Merger Agreement, dated April 4, 2025, between Mesa Air Group, Inc. and Republic Airways Holdings,Inc. | 8-K | April 8, 2025 | 2.1 | |
| 3.1 | Certificate of Change, as filed with the Secretary of State of Nevada, effective November 24, 2025 (Reverse Stock Split) | 8-K | November 24, 2025 | 3.1 | |
| 3.2 | Nevada Articles of Conversion, as filed with the Secretary of State of Nevada, effective November 25, 2025 (Conversion to Delaware corporation) | 8-K | November 24, 2025 | 3.2 | |
| 3.3 | Delaware Certificate of Conversion, as filed with the Secretary of State of Delaware, effective November 25, 2025 (Conversion to Delaware corporation) | 8-K | November 24, 2025 | 3.3 | |
| 3.4 | Delaware Certificate of Incorporation, as filed with the Secretary of State of Delaware, effective November 25, 2025 (annexed to Certificate of Merger) | 8-K | December 17, 2025 | 3.4 | |
| 3.5 | Bylaws of Republic Airways Holdings Inc. | 8-K/A | November 24, 2025 | 3.5 | |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | X | |||
| 10.1 | Three Party Agreement, dated April 4, 2025, among Mesa Air Group, Inc., Mesa Airlines, Inc., Republic Airway Holdings, Inc., United Airlines, Inc. and Mesa Representative. | 8-K | April 4, 2025 | 10.1 | |
| 10.2 | Registration Rights Agreement, dated July 10, 2025 between Republic Airways Holdings Inc. and each holder of shares of common stock listed on Schedule 1 thereto | S-4/A | August 14, 2025 | 10.16 | |
| 10.3 | Form of Indemnification Agreement of Republic Airways Holdings Inc. | S-4/A | August 14, 2025 | 10.17 | |
| 10.4# | Republic Airways Holdings Inc. 2020 Omnibus Incentive Plan | S-4/A | August 14, 2025 | 10.18 | |
| 10.5# | Republic Airways Holdings Inc. 2025 Equity Incentive Plan | X | |||
| 10.6# | Republic Airways Holdings Inc. Long-Term Incentive Plan | S-4/A | August 14, 2025 | 10.19 | |
| 10.7# | Form of Republic Airways Holdings Inc. Incentive Interest Award Agreement | S-4/A | August 14, 2025 | 10.2 | |
| 10.8# | Amended and Restated Employment Agreement between the Mesa Air Group, Inc and Jonathan G. Ornstein, dated July 26, 2018 | S-1/A | July 30, 2018 | 10.7 | |
| 10.9# | Amended and Restated Employment Agreement between the Mesa Air Group, Inc. and Michael J. Lotz, dated July 26, 2018 | S-1/A | July 30, 2018 | 10.8 | |
| 10.10# | Second Amended and Restated Employment Agreement between the Mesa Air Group, Inc. and Brian S. Gillman, dated December 2, 2024 | 10-K | May 14, 2025 | 10.5 | |
| 10.11# | Form of Republic Airways Inc. Restricted Stock Unit Grant Notice and Agreement | S-4/A | August 14, 2025 | 10.21 | |
| 10.12# | Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Joseph P. Allman, dated February 8, 2017 | S-4/A | August 14, 2025 | 10.22.1 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date | Number | FiledHerewith |
| 10.13# | First Amendment to Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Joseph P. Allman, dated November 14, 2017 | S-4/A | August 14, 2025 | 10.22.2 | |
| 10.13.1# | Second Amendment to Second Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Joseph P. Allman, dated November 27, 2017 | S-4/A | August 14, 2025 | 10.22.3 | |
| 10.15# | Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Paul K. Kinstedt, dated February 8, 2017 | S-4/A | August 14, 2025 | 10.23.1 | |
| 10.15.1# | First Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Paul K. Kinstedt, dated November 14, 2017 | S-4/A | August 14, 2025 | 10.23.2 | |
| 10.15.2# | Second Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Paul K. Kinstedt, dated November 27, 2017 | S-4/A | August 14, 2025 | 10.23.3 | |
| 10.16# | Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Matthew J. Koscal, dated February 8, 2017 | S-4/A | August 14, 2025 | 10.24.1 | |
| 10.16.1# | First Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Matthew J. Koscal, dated November 14, 2017 | S-4/A | August 14, 2025 | 10.24.2 | |
| 10.16.2# | Second Amendment to Amended and Restated Employment Agreement between Republic Airways Holdings Inc. and Matthew J. Koscal, dated November 27, 2017 | S-4/A | August 14, 2025 | 10.24.3 | |
| 10.17††† | Employment Agreement between Republic Airways Holdings Inc. and David Grizzle dated July 1, 2025 | X | |||
| 10.18††† | Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated January 23, 2013 | S-4/A | August 14, 2025 | 10.25.1 | |
| 10.18.1††† | First Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated February 28, 2013 | S-4/A | August 14, 2025 | 10.25.2 | |
| 10.18.2††† | Second Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated September 2, 2016 | S-4/A | August 14, 2025 | 10.25.3 | |
| 10.18.3††† | Third Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated October 12, 2017 | S-4/A | August 14, 2025 | 10.25.4 | |
| 10.18.4††† | Fourth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated November 3, 2017 | S-4/A | August 14, 2025 | 10.25.5 | |
| 10.18.5††† | Fifth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated December 15, 2017 | S-4/A | August 14, 2025 | 10.25.6 | |
| 10.18.6††† | Sixth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline Inc., dated February 23, 2018 | S-4/A | August 14, 2025 | 10.25.7 | |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 10.18.7††† | Seventh Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated September 28, 2018 | S-4/A | August 14, 2025 | 10.25.8 |
| 10.18.7.1††† | Letter Agreement between American Airlines, Inc. and Republic Airline Inc., dated September 21, 2018 | S-4/A | August 14, 2025 | 10.25.8.1 |
| 10.18.8††† | Eighth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated April 23, 2019 | S-4/A | August 14, 2025 | 10.25.9 |
| 10.18.9††† | Ninth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated December 16, 2019 | S-4/A | August 14, 2025 | 10.25.10 |
| 10.18.10††† | Tenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated April 8, 2020 | S-4/A | August 14, 2025 | 10.25.11 |
| 10.18.11 ††† | Eleventh Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated June 22, 2020 | S-4/A | August 14, 2025 | 10.25.12 |
| 10.18.12 ††† | Twelfth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated December 17, 2020 | S-4/A | August 14, 2025 | 10.25.13 |
| 10.18.13 †† | Thirteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated May 26, 2021 | S-4/A | August 14, 2025 | 10.25.14 |
| 10.18.14 ††† | Fourteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated May 28, 2021 | S-4/A | August 14, 2025 | 10.25.15 |
| 10.18.15 ††† | Fifteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated July 26, 2022 | S-4/A | August 14, 2025 | 10.25.16 |
| 10.18.16 ††† | Sixteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated February 24, 2023 | S-4/A | August 14, 2025 | 10.25.17 |
| 10.18.17 ††† | Seventeenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated April 12, 2023 | S-4/A | August 14, 2025 | 10.25.18 |
| 10.18.18 ††† | Eighteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated December 22, 2023 | S-4/A | August 14, 2025 | 10.25.19 |
| 10.18.19 ††† | Nineteenth Amendment to the Capacity Purchase Agreement between American Airlines, Inc. and Republic Airline, Inc., dated July 27, 2025 | S-4/A | August 14, 2025 | 10.25.20 |
| 10.19††† | Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Republic Airline, Inc., dated January 13, 2005 | S-4/A | August 14, 2025 | 10.26.1 |
| 10.19.1††† | First Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated March 12, 2007 | S-4/A | August 14, 2025 | 10.26.2 |
| 10.19.2††† | Second Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated August 21, 2007 | S-4/A | August 14, 2025 | 10.26.3 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 10.19.3††† | Third Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated January 31, 2011 | S-4/A | August 14, 2025 | 10.26.4 |
| 10.19.4††† | Fourth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated April 26, 2011 | S-4/A | August 14, 2025 | 10.26.5 |
| 10.19.5††† | Fifth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 1, 2012 | S-4/A | August 14, 2025 | 10.26.6 |
| 10.19.6††† | Sixth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings, Inc. and Shuttle America Corp., dated December 18, 2014 | S-4/A | August 14, 2025 | 10.26.7 |
| 10.19.7††† | Seventh Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated December 11, 2014 | S-4/A | August 14, 2025 | 10.26.8 |
| 10.19.8††† | Eighth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated March 23, 2016 | S-4/A | August 14, 2025 | 10.26.9 |
| 10.19.9††† | Ninth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated December 9, 2016 | S-4/A | August 14, 2025 | 10.26.10 |
| 10.19.10††† | Tenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated March 10, 2017 | S-4/A | August 14, 2025 | 10.26.11 |
| 10.19.11††† | Eleventh Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 15, 2018 | S-4/A | August 14, 2025 | 10.26.12 |
| 10.19.12††† | Twelfth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 9, 2019 | S-4/A | August 14, 2025 | 10.26.13 |
| 10.19.13††† | Thirteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated May 31, 2019 | S-4/A | August 14, 2025 | 10.26.14 |
| 10.19.14††† | Fourteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated July 30, 2019 | S-4/A | August 14, 2025 | 10.26.15 |
| 10.19.15††† | Fifteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated July 22, 2020 | S-4/A | August 14, 2025 | 10.26.16 |
| 10.19.16††† | Sixteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated October 21, 2020 | S-4/A | August 14, 2025 | 10.26.17 |
| 10.19.17††† | Seventeenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated January 12, 2021 | S-4/A | August 14, 2025 | 10.26.18 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 10.19.18††† | Eighteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated April 30, 2021 | S-4/A | August 14, 2025 | 10.26.19 |
| 10.19.19††† | Nineteenth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated June 29, 2021 | S-4/A | August 14, 2025 | 10.26.20 |
| 10.19.20††† | Twentieth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated September 2, 2021 | S-4/A | August 14, 2025 | 10.26.21 |
| 10.19.21††† | Twenty-first Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated September 30, 2021 | S-4/A | August 14, 2025 | 10.26.22 |
| 10.19.22††† | Twenty-second Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated March 31, 2022 | S-4/A | August 14, 2025 | 10.26.23 |
| 10.19.23††† | Twenty-third Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated January 18, 2023 | S-4/A | August 14, 2025 | 10.26.24 |
| 10.19.24††† | Twenty-fourth Amendment to the Delta Connection Agreement among Delta Air Lines, Inc., Republic Airways Holdings Inc. and Shuttle America Corp., dated July 23, 2024 | S-4/A | August 14, 2025 | 10.26.25 |
| 10.20††† | United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated December 28, 2006 | S-4/A | August 14, 2025 | 10.27.1 |
| 10.20.1††† | First Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated August 21, 2007 | S-4/A | August 14, 2025 | 10.27.2 |
| 10.20.2††† | Fourth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated March 15, 2010 | S-4/A | August 14, 2025 | 10.27.3 |
| 10.20.3††† | Fifth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated January 4, 2011 | S-4/A | August 14, 2025 | 10.27.4 |
| 10.20.4††† | Sixth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated June 20, 2011 | S-4/A | August 14, 2025 | 10.27.5 |
| 10.20.5††† | Seventh Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated September 16, 2014 | S-4/A | August 14, 2025 | 10.27.6 |
| 10.20.6††† | Eighth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated August 24, 2015 | S-4/A | August 14, 2025 | 10.27.7 |
| 10.20.7††† | Tenth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated October 13, 2015 | S-4/A | August 14, 2025 | 10.27.8 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 10.20.8††† | Eleventh Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated December 10, 2015 | S-4/A | August 14, 2025 | 10.27.9 |
| 10.20.9††† | Twelfth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated May 1, 2015 | S-4/A | August 14, 2025 | 10.27.10 |
| 10.20.10††† | Thirteenth Amendment to the United Express Agreement between United Air Lines, Inc. and Shuttle America Corporation, dated February 5, 2016 | S-4/A | August 14, 2025 | 10.27.11 |
| 10.20.11††† | Fourteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated May 27, 2016 | S-4/A | August 14, 2025 | 10.27.12 |
| 10.20.12††† | Fifteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated November 15, 2016 | S-4/A | August 14, 2025 | 10.27.13 |
| 10.20.13††† | Sixteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated August 19, 2020 | S-4/A | August 14, 2025 | 10.27.14 |
| 10.20.14††† | Seventeenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated December 30, 2020 | S-4/A | August 14, 2025 | 10.27.15 |
| 10.20.15††† | Eighteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated September 29, 2021 | S-4/A | August 14, 2025 | 10.27.16 |
| 10.20.16††† | Nineteenth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated September 30, 2021 | S-4/A | August 14, 2025 | 10.27.17 |
| 10.20.17††† | Twentieth Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated January 25, 2023 | S-4/A | August 14, 2025 | 10.27.18 |
| 10.20.18††† | Twenty-first Amendment to the United Express Agreement between United Air Lines, Inc., Republic Airline Inc. and Shuttle America Corporation, dated May 31, 2024 | S-4/A | August 14, 2025 | 10.27.19 |
| 10.20.19††† | Amended & Restated United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated January 25, 2023 | S-4/A | August 14, 2025 | 10.27.20 |
| 10.20.20††† | Amendment No. 1 to the Amended and Restated United Express Agreement between United Air Lines, Inc. and Shuttle America Corp., dated April 4, 2025 | S-4/A | August 14, 2025 | 10.27.21 |
| 10.20.21††† | Letter Agreement, between United Air Lines, Inc. and Republic Airways Holdings Inc., dated April 4, 2025 | S-4/A | August 14, 2025 | 10.27.22 |
| 10.20.22††† | Capacity Purchase Agreement, dated as of November 25,2025 among United Airlines, Inc. and Mesa Airlines Inc. and Republic Airways Holdings Inc. | 8-K | December 1, 2025 | 10.1 |
| 10.21††† | Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airline Inc., dated December 15, 2018 | S-4/A | August 14, 2025 | 10.28.1 |
| 10.21.1††† | Letter Agreement between Embraer S.A. and Republic Airline Inc., dated December 15, 2018 | S-4/A | August 14, 2025 | 10.28.2 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 10.21.2††† | Amendment No. 1 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of May 29, 2019 | S-4/A | August 14, 2025 | 10.28.3 |
| 10.21.3††† | Amendment No. 2 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of August 26, 2019 | S-4/A | August 14, 2025 | 10.28.4 |
| 10.21.4††† | Amendment No. 3 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of November 29, 2019 | S-4/A | August 14, 2025 | 10.28.5 |
| 10.21.5†† | Amendment No. 4 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of April 6, 2020 | S-4/A | August 14, 2025 | 10.28.6 |
| 10.21.6††† | Amendment No. 5 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of December 17, 2020 | S-4/A | August 14, 2025 | 10.28.7 |
| 10.21.7††† | Amendment No. 1 to Letter Agreement COM0449-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of December 17, 2020 | S-4/A | August 14, 2025 | 10.28.8 |
| 10.21.8††† | Amendment No. 6 to Purchase Agreement COM0448-18 between Yaborã Indústria Aeronáutica S.A. and Republic Airways Inc., dated as of April 30, 2021 | S-4/A | August 14, 2025 | 10.28.9 |
| 10.21.9††† | Amendment No. 7 to Purchase Agreement COM0448-18 between Embraer S.A., Yaborã Indústria Aeronáutica S.A., and Republic Airways Inc., dated as of November 19, 2021 | S-4/A | August 14, 2025 | 10.28.10 |
| 10.21.10††† | Amendment No. 8 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of February 8, 2022 | S-4/A | August 14, 2025 | 10.28.11 |
| 10.21.11††† | Amendment No. 9 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of September 27, 2022 | S-4/A | August 14, 2025 | 10.28.12 |
| 10.21.12††† | Amendment No. 10 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of September 21, 2023 | S-4/A | August 14, 2025 | 10.28.13 |
| 10.21.13††† | Amendment No. 2 to Letter Agreement COM0449-18 between Embraer S.A. and Republic Airways Inc., dated as of September 21, 2023 | S-4/A | August 14, 2025 | 10.28.14 |
| 10.21.14†† | Amendment No. 11 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of March 27, 2024 | S-4/A | August 14, 2025 | 10.28.15 |
| 10.21.15††† | Amendment No. 12 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of June 18, 2024 | S-4/A | August 14, 2025 | 10.28.16 |
| 10.21.16††† | Amendment No. 13 to Purchase Agreement COM0448-18 between Embraer S.A. and Republic Airways Inc., dated as of April 30, 2025 | S-4/A | August 14, 2025 | 10.28.17 |
| 10.22††† | Loan and Guarantee Agreement, dated as of November 6, 2020, among Republic Airways Inc., Republic Airways Holdings Inc., and the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.29 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date | Number | FiledHerewith |
| 10.22.1††† | Amended and Restated Warrant Agreement, dated as of November 18, 2020, between Republic Airways Holdings Inc. and the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.30.1 | |
| 10.22.2††† | Form of Warrant (incorporated by reference to Annex B to Exhibit 10.30.1) | S-4/A | August 14, 2025 | 10.30.2 | |
| 10.22.3††† | Warrant Agreement, dated as of January 15, 2021, between Republic Airways Holdings Inc. and the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.31.1 | |
| 10.22.4††† | Form of Warrant (incorporated by reference to Annex B to Exhibit 10.31.1) | S-4/A | August 14, 2025 | 10.31.2 | |
| 10.22.5††† | Payroll Support Agreement Extension Agreement, dated as of January 15, 2021, between Republic Airways, Inc. and the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.32.2 | |
| 10.22.6††† | Promissory Note, dated as of January 15, 2021, issued by Republic Airways, Inc. and guaranteed by Republic Airways Holdings Inc. to the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.32.2 | |
| 10.22.7††† | Warrant Agreement, dated as of June 10, 2021, between Republic Airways Holdings Inc. and the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.33.1 | |
| 10.22.8††† | Form of Warrant (incorporated by reference to Annex B to Exhibit 10.33.1) | S-4/A | August 14, 2025 | 10.33.2 | |
| 10.22.9††† | Payroll Support Agreement, dated as of June 10, 2021, between Republic Airways, Inc. and the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.34 | |
| 10.22.10††† | Promissory Note, dated as of June 10, 2021, issued by Republic Airways, Inc. and guaranteed by Republic Airways Holdings Inc. to the U.S. Department of the Treasury | S-4/A | August 14, 2025 | 10.35 | |
| 10.23††† | Form of Escrow Agreement by and between Mesa Air Group, Inc., Mesa Shareholder Representative LLC, United Airlines, Inc. and Computershare Trust Company | S-4/A | August 14, 2025 | 10.36 | |
| 10.24††† | Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue between Mesa Air Group, Inc. and Jonathan G. Ornstein, dated April 4, 2025 | S-4/A | August 14, 2025 | 10.38 | |
| 10.25††† | Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue between Mesa Air Group, Inc. and Michael J. Lotz, dated April 4, 2025 | S-4/A | August 14, 2025 | 10.39 | |
| 10.26††† | Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue between Mesa Air Group, Inc. and Brian S. Gillman, dated April 4, 2025 | S-4/A | August 14, 2025 | 10.40 | |
| 19.1 | Securities Trading Policy | X | |||
| 21.1 | List of subsidiaries of Republic Airways Holdings Inc. | X | |||
| 31.1 | Certification of Principal Executive Officer, pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| Incorporated by Reference | |||||
| ExhibitNumber | Exhibit Description | Form | Date | Number | FiledHerewith |
| 32.1 | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.2 | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97.1 | Incentive Compensation Clawback Policy | X | |||
| 101.INS | Inline XBRL Instance Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X | |||
| # | Management contract or compensatory plan. | ||||
| ††† | Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) is of the type the company treats as private or confidential. | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.