REPUBLIC AIRWAYS HOLDINGS INC.

Previous wording

Certain of the statements contained in this Report should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,” and “continue” and similar terms used in connection with statements regarding our outlook, anticipated operations, the revenue environment, our contractual relationships, and our anticipated financial performance. These statements include, but are not limited to, statements about the continued demand for our product, the effect of economic conditions on Republic’s business, financial condition and results of operations, the timing of scheduled aircraft deliveries, fleet expansion, changes in aircraft seat configurations, transition and anticipated fleet size for Republic in upcoming periods, expected production levels in future periods, pilot attrition trends, Republic’s coordination with American Airlines, Inc., Delta Air Lines, Inc., and United Airlines, Inc. (each, a “Partner Airline” and together, “Partner Airlines”) regarding the delivery of aircraft under previously announced agreements and timing of placing new aircraft deliveries into service, the expected terms, timing and benefits related to Republic’s leasing, strategic arrangements, strategic agreements and equity investments in third parties, scheduled flight service to smaller communities, increasing the utilization and efficiency of all fleet types as well as Republic’s future financial and operating results, plans, objectives, expectations, estimates, intentions and outlook, and other statements that are not historical facts. All forward-looking statements included in this Report are made as of the date hereof and are based on information available to Republic as of such date. Readers should note that many factors could affect the future operating and financial results of Republic and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this Report. These factors include, but are not limited to the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel, including related to inflationary pressures, and related decreases in customer demand and spending; potential staffing shortages affecting pilots, air traffic controllers, or maintenance technicians; uncertainty regarding potential future outbreaks of infectious diseases or other health concerns, and the consequences of such outbreaks to the travel industry, including travel demand and travel behavior, and our major Partner Airlines in general and the financial condition and operating results of Republic in particular; the prospects of entering into agreements with existing or…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Certain of the statements contained in this Report should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,” and “continue” and similar terms used in connection with statements regarding our outlook, anticipated operations, the revenue environment, contractual relationships, and our anticipated financial performance. These statements include, but are not limited to, statements about the continued demand for our product, the effect of economic conditions on Republic’s business, financial condition and results of operations, integration progress related to the merger with Mesa Air Group, Inc., the timing of scheduled aircraft deliveries, fleet expansion, changes in aircraft seat configurations, transition and anticipated fleet size for Republic in upcoming periods, expected production levels in future periods, pilot attrition trends, mechanic attrition trends, Republic’s coordination with American Airlines, Inc., Delta Air Lines, Inc., and United Airlines, Inc. (each, a “Partner Airline” and together, “Partner Airlines”) regarding the delivery of aircraft under previously announced agreements and timing of placing new aircraft deliveries into service, the expected terms, timing and benefits related to Republic’s leasing, strategic arrangements, strategic agreements and equity investments in third parties, scheduled flight service to smaller communities, increasing the utilization and efficiency of all fleet types as well as Republic’s future financial and operating results, plans, objectives, expectations, estimates, intentions and outlook, and other statements that are not historical facts. All forward-looking statements included in this Report are made as of the date hereof and are based on information available to Republic as of such date. Readers should note that many factors could affect the future operating and financial results of Republic and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this Report. These factors include, but are not limited to the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel, including related to inflationary pressures, and related decreases in customer demand and spending; potential staffing shortages affecting pilots, air traffic controllers, or maintenance technicians; uncertainty regarding potential future outbreaks of infectious diseases or other health concerns, and the consequences of such outbreaks to the travel industry, including travel demand and travel behavior, and our Partner Airlines in general and the financial condition and operating result…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

There may be other factors that may affect matters discussed in forward-looking statements set forth in this Report, which factors may also cause actual results to differ materially from those discussed. We assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these statements other than as required by applicable law.

Current wording

There may be other factors that could affect matters discussed in forward-looking statements set forth in this Report, which factors may also cause actual results to differ materially from those discussed. We assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these statements other than as required by applicable law.

Previous wording

We are the second largest independent regional airline in the United States based on total fleet and daily departures. As of March 31, 2026, we had an operational fleet of 275 regional jet aircraft that regularly provides scheduled passenger service on approximately 1,300 daily flights, to approximately 125 in the United States, Canada, Mexico, and the Caribbean.

Current wording

We are the second largest independent regional airline in the United States based on total fleet and daily departures. As of June 30, 2026, we had an operational fleet of 275 regional jet aircraft that regularly provides scheduled passenger service on approximately 1,300 daily flights, to approximately 125 cities in the United States, Canada, Mexico, and the Caribbean.

Previous wording

On November 25, 2025, the Company and Mesa Air Group, Inc. (“Mesa Parent”), former parent company of Mesa Airlines, Inc. (“Mesa Airlines”) completed the Merger of 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., in the notes to the unaudited condensed consolidated financial statements included in this Report.

Current wording

On November 25, 2025, the Company and Mesa Air Group, Inc. (“Mesa Parent”), former parent company of Mesa Airlines, Inc. (“Mesa Airlines”) completed the Merger of 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., in the notes to the unaudited condensed consolidated financial statements.

Previous wording

Substantially all of our flights are operated under multi-year fixed-fee capacity purchase agreements (“CPA,” or collectively, our “CPAs”)with our three Partner Airlines: American Airlines, Inc. (“American Airlines”), Delta Air Lines, Inc. (“Delta Air Lines”), and United Airlines, Inc. (“United Airlines”). We exclusively operate the dual class Embraer E170/175 family of aircraft and are one of the world’s largest operators of that aircraft type. Under the CPAs, we provide substantially all of our flight capacity to our Partner Airlines. Our compensation is not materially or directly affected by variations in fares or passenger load factors, nor by variations in the price of fuel, the cost of which is paid directly by our Partner Airlines, effectively providing us with contractual monthly revenues, while reducing our exposure to fluctuations in fuel prices, fare competition, and passenger loads. During thethree months ended March 31, 2026 and 2025, we carried passengers on approximately 107,000 and 85,000 flights, generating revenues of$527.4 million and$394.8 million and pre-tax income of $37.6 million and $36.6 million, respectively.

Current wording

Substantially all of our flights are operated under multi-year fixed-fee capacity purchase agreements (“CPA,” or collectively, our “CPAs”) with our three Partner Airlines: American Airlines, Inc. (“American Airlines”), Delta Air Lines, Inc. (“Delta Air Lines”), and United Airlines, Inc. (“United Airlines”). We exclusively operate the dual class Embraer E170/175 family of aircraft and are one of the world’s largest operators of that aircraft type. Under our CPAs, we provide substantially all of our flight capacity to our Partner Airlines. Our compensation is not materially or directly affected by variations in fares or passenger load factors, nor by variations in the price of fuel, the cost of which is paid directly by our Partner Airlines, effectively providing us with contractual monthly revenues, while reducing our exposure to fluctuations in fuel prices, fare competition, and passenger loads. During the three months ended June 30, 2026 and 2025, we carried passengers on approximately 120,000 and 90,000 flights, generating revenues of $571.1 million and $405.6 million and pre-tax income of $43.4 million and $50.7 million, respectively. For the six months ended June 30, 2026 and 2025, we carried passengers on approximately 226,000 and 176,000 flights, generating revenues of $1,098.5 million and $800.4 million and pre-tax income of $81.0 million and $87.3 million, respectively.

Previous wording

We market under our Partner Airlines’ two-letter flight designation codes, paint our aircraft in the style of our Partner Airlines’ brand requirements, and use our Partner Airlines’ service marks to market ourselves as a carrier for our Partner Airlines. Our Partner Airlines control route selection, fare pricing, seat inventories, marketing, and scheduling, and provide us with ground support services, airport take-off and landing slots, and gate access, allowing us to focus on operational excellence, positioning ourselves as the regional airline of choice for our Partner Airlines and passengers through the delivery of safe, clean, reliable, and efficient regional service. For thethree months ended March 31, 2026, American Airlines, Delta Air Lines, and United Airlines accounted for 37%, 21%, and 42% of our departures, respectively.

Current wording

We market under our Partner Airlines’ two-letter flight designation codes, paint our aircraft in the style of our Partner Airlines’ brand requirements, and use our Partner Airlines’ service marks to market ourselves as a carrier for our Partner Airlines. Our Partner Airlines control route selection, fare pricing, seat inventories, marketing and scheduling, and provide us with ground support services, airport take-off and landing slots, and gate access, allowing us to focus on operational excellence, positioning ourselves as the regional airline of choice for our Partner Airlines and passengers through the delivery of safe, clean, reliable, and efficient regional service. For the three and six months ended June 30, 2026, American Airlines, Delta Air Lines, and United Airlines accounted for 35%, 19%, and 45% and 35%, 19%, and 44% of our revenues, respectively.

Previous wording

Amounts recognized as regional jet services revenues are measured at the contractual amount we expect we will be entitled to in exchange for the promised services. We allocate the transaction price as flights are completed with variable consideration that relates specifically to our efforts in delivering each flight recognized in the period in which the individual flight is completed and measured on a monthly basis. We record 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. We have concluded that allocating the variability directly to the individual flights results in an overall allocation meeting the objectives in Financial Accounting Standards Board (“FASB”) ASC 606, Revenue Recognition. This results in a pattern of revenue recognition that generally follows the variable amounts billed from us to our Partner Airlines.

Current wording

Amounts recognized as regional jet services revenues are measured at the contractual amount we expect we will be entitled to in exchange for the promised services. We allocate the transaction price as flights are completed with variable consideration that relates specifically to our efforts in delivering each flight recognized in the period in which the individual flight is completed and measured on a monthly basis. We record 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. We have concluded that allocating the variability directly to the individual flights results in an overall allocation meeting the objectives in FASB ASC 606, Revenue Recognition. This results in a pattern of revenue recognition that generally follows the variable amounts billed from us to our Partner Airlines.

Previous wording

This expense includes salaries and wages earned by our pilots, flight attendants, dispatchers, and other associates, as well as expenses associated with various employee benefit plans, stock-based compensation, employee incentives, and payroll taxes. These expenses fluctuate primarily based on our level of operations, changes in wage rates for contract and non-contract employees, and changes in costs of our benefit plans.

Current wording

This expense includes salaries and wages earned by our pilots, flight attendants, dispatchers, and other associates, as well as expenses associated with various employee benefit plans, stock-based compensation, employee incentives, and payroll taxes. These expenses fluctuate primarily based on our level of operations, changes in wage rates for our associates, and changes in costs of our benefit plans.

Previous wording

Executive separation and Merger-related items primarily consist of non‑recurring transaction and integration‑related costs incurred in connection with the Merger. These costs include legal, audit, and advisory fees supporting Merger due diligence, securities registration and Securities and Exchange Commission filings, Merger planning, and integration activities. Integration costs include the elimination of duplicate overheads and abandonment of certain operating agreements, including fleet-specific training and facilities. The Company has additionally incurred integration costs related to aircraft maintenance bridging, and standardization of crew training. The Company separately classifies these items as they are not expected to be incurred on a recurring basis and does not anticipate incurring costs of this nature following the completion of Merger‑related integration activities.

Current wording

Executive separation and Merger-related items primarily consist of non‑recurring transaction and integration‑related costs incurred in connection with the Merger. These costs include legal, audit, and advisory fees supporting Merger due diligence, securities registration and SEC filings, Merger planning, and integration activities. Integration costs include the elimination of duplicate overheads and abandonment of certain operating agreements, including fleet-specific training and facilities. The Company has additionally incurred integration costs related to aircraft maintenance bridging and standardization of crew training. The Company separately classifies these items as they are not expected to be incurred on a recurring basis and does not anticipate incurring costs of this nature following the completion of Merger‑related integration activities.

Previous wording

Other expense, net is comprised of interest expense on secured and unsecured debt obligations, realized and unrealized gains and losses on fair value adjustments to marketable securities and non-current investments, warrants, and put options held with EVE Holdings, Inc. (“EVE”), and our minority interest in Cape Air and our proportionate share of income or losses of Cape Air. Additionally, we have a strategic partnership with EVE for the development of electric vertical takeoff and landing (“eVTOL”) aircraft.

Current wording

Other expense, net is comprised of interest expense on secured and unsecured debt and finance lease obligations, realized and unrealized gains and losses on fair value adjustments to marketable securities and non-current investments, warrants, and put options held with EVE Holdings, Inc. (“EVE”), and our minority interest in Cape Air and our proportionate share of income or losses of Cape Air. Additionally, we have a strategic partnership with EVE for the development of electric vertical takeoff and landing (“eVTOL”) aircraft.

Previous wording

(2)Adjusted EBITDA represents net income before executive separation and Merger-related items, interest expense, investment income, and other, net, income taxes, and depreciation and amortization expense. Adjusted EBITDAR represents net income before executive separation and Merger-related items, interest expense, investment income, and other, net, income taxes, depreciation and amortization expense, and aircraft and engine rent. Adjusted EBITDA % and Adjusted EBITDAR % are non-GAAP measures that represent Adjusted EBITDA and Adjusted EBITDAR, respectively, expressed as a percentage of revenues. Republic’s management uses these metrics, and it believes these metrics are also useful to investors to understand Republic’s financial performance. Adjusted EBITDA, Adjusted EBITDA %, Adjusted EBITDAR, and Adjusted EBITDAR % are included as supplemental disclosure because Republic’s management believes that they are well recognized valuation metrics in the airline industry that are frequently used by companies, investors, securities analysts, and other interested parties in comparing companies in Republic’s industry. Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools. Some of the limitations applicable to these measures include: (i) Adjusted EBITDA and Adjusted EBITDAR do not reflect the impact of certain cash charges resulting from matters Republic considers not to be indicative of its ongoing operations; (ii) Adjusted EBITDA and Adjusted EBITDAR do not reflect Republic’s cash expenditures for capital expenditures or contractual commitments; (iii) Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, Republic’s working capital needs; (iv) Adjusted EBITDA and Adjusted EBITDAR do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on its debts; (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements; and (vi) other companies in Republic’s industry may calculate Adjusted EBITDA and Adjusted EBITDAR differently than Republic does, limiting their usefulness as comparative measures. Because of these limitations, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, Adjusted EBITDAR should not be viewed as a measure of overall performance because it excludes aircraft and engine rent, which is a normal, recurring cash operating expense that is necessary to operate Republic’s business. For the foregoing reasons, each of Adjusted EBITDA, Adjusted EBITDA %, Adjusted EBITDAR, and Adjusted EBITDAR % has significant limitations which affect its use as an indicator of Republic’s profitability. Accordingly, readers are cautioned not to place undue…

Excerpt shortened here; the source contains the full paragraph.

Current wording

(2)Adjusted EBITDA represents net income before executive separation and Merger-related items, interest expense, investment income and other, net, income taxes, and depreciation and amortization expense. Adjusted EBITDAR represents net income before executive separation and Merger-related items, interest expense, investment income and other, net, income taxes, depreciation and amortization expense, and aircraft and engine rent expense. Adjusted EBITDA % and Adjusted EBITDAR % are non-GAAP measures that represent Adjusted EBITDA and Adjusted EBITDAR, respectively, expressed as a percentage of revenues. Republic’s management uses these metrics, and it believes these metrics are also useful to investors to understand Republic’s financial performance. Adjusted EBITDA, Adjusted EBITDA %, Adjusted EBITDAR, and Adjusted EBITDAR % are included as supplemental disclosure because Republic’s management believes that they are well recognized valuation metrics in the airline industry that are frequently used by companies, investors, securities analysts, and other interested parties in comparing companies in Republic’s industry. Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools. Some of the limitations applicable to these measures include: (i) Adjusted EBITDA and Adjusted EBITDAR do not reflect the impact of certain cash charges resulting from matters Republic considers not to be indicative of its ongoing operations; (ii) Adjusted EBITDA and Adjusted EBITDAR do not reflect Republic’s cash expenditures for capital expenditures or contractual commitments; (iii) Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, Republic’s working capital needs; (iv) Adjusted EBITDA and Adjusted EBITDAR do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on its debts; (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements; and (vi) other companies in Republic’s industry may calculate Adjusted EBITDA and Adjusted EBITDAR differently than Republic does, limiting their usefulness as comparative measures. Because of these limitations, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, Adjusted EBITDAR should not be viewed as a measure of overall performance because it excludes aircraft and engine rent, which is a normal, recurring cash operating expense that is necessary to operate Republic’s business. For the foregoing reasons, each of Adjusted EBITDA, Adjusted EBITDA %, Adjusted EBITDAR, and Adjusted EBITDAR % has significant limitations which affect its use as an indicator of Republic’s profitability. Accordingly, readers are cautioned not to place…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

The following table summarizes certain operating data that we believe are useful indicators of our operating performance for thethree months ended March 31, 2026 and 2025. We believe block hours, departures, and average daily utilization of each aircraft are our primary measures in evaluating aircraft production, incurrences of revenues and operating expenses, and efficiency of the Airline.

Current wording

The following table summarizes certain operating data that we believe are useful indicators of our operating performance for thethree months ended June 30, 2026 and 2025. We believe block hours, departures, and average daily utilization of each aircraft are our primary measures in evaluating aircraft production, incurrences of revenues and operating expenses, and efficiency of our airline operations.

Previous wording

Revenues increased$132.6 million, or 33.6%, to$527.4 million for the three months ended March 31, 2026 compared to $394.8 million for the three months ended March 31, 2025, due to 30.4% increase in block hour production and a 24.4% increase in departures due to increased daily utilization and contribution of additional flying under the new CPA with United Airlines as a result of the Merger, beginning November 25, 2025.

Current wording

Revenues increased$165.5 million, or 40.8%, to$571.1 million for the three months ended June 30, 2026 compared to $405.6 million for the three months ended June 30, 2025, due to 35.9% increase in block hour production and a 32.6% increase in departures due to increased daily utilization and contribution of additional flying under the new CPA with United Airlines as a result of the Merger, beginning November 25, 2025.

Previous wording

Wages and benefits expense increased $56.8 million, or 32.6%, to $231.2 million for the three months ended March 31, 2026 from $174.4 million for the three months ended March 31, 2025. The increase was primarily attributable to a $48.2 million increase in salaries and wages due largely to the 30.4% increase in block hour production coupled with a $8.0 million increase in employee benefits expense due to increased headcount from the Merger.

Current wording

Wages and benefits expense increased $56.8 million, or 30.8%, to $241.4 million for the three months ended June 30, 2026 from $184.6 million for the three months ended June 30, 2025. The increase was primarily attributable to a$51.2 million increase in salaries and wages due largely to the 35.9% increase in block hour production coupled with a$5.6 million increase in employee benefits expense due to an increase in associate headcount from the Merger.

Previous wording

Maintenance and repair expense increased $37.1 million, or 48.6%, to $113.4 million for the three months ended March 31, 2026 from $76.3 million for the three months ended March 31, 2025. The increase was primarily due to the increase of the operating fleet by 60 aircraft related to the Merger, increasing shop level maintenance expenses by $26.0 million.

Current wording

Maintenance and repair expense increased $60.2 million, or 81.2%, to $134.3 million for the three months ended June 30, 2026 from $74.1 million for the three months ended June 30, 2025. The increase was primarily due to the increase of the operating fleet by 60 aircraft related to the Merger, increasing shop level maintenance expenses by$48.9 million, reimbursable as pass-through revenues, as well as a$10.4 million increase due to the increase in block hour production.

Previous wording

Depreciation and amortization expense increased $3.9 million, or 12.7%, to $34.5 million for the three months ended March 31, 2026 from $30.6 million for the three months ended March 31, 2025. The increase was due to the addition of 14 new E175 aircraft, excluding the 60 E175 aircraft related to the Merger delivered since March 31, 2025.

Current wording

Depreciation and amortization expense increased $4.3 million, or 13.9%, to $35.2 million for the three months ended June 30, 2026 from $30.9 million for the three months ended June 30, 2025. The increase was due to the addition of 9 new E175 aircraft, excluding the 60 E175 aircraft owned by United Airlines related to the Merger delivered since June 30, 2025.

Previous wording

Other expense, net increased $0.3 million, or 1.8%, to $16.6 million for the three months ended March 31, 2026 from $16.3 million for the three months ended March 31, 2025. The table below presents the (increase) decrease related to the changes in other expense, net:

Current wording

Other expense, net increased $11.6 million to $15.3 million for the three months ended June 30, 2026 from $3.7 million for the three months ended June 30, 2025. The table below presents the (increase) decrease related to the changes in other expense, net:

Previous wording

We recorded income tax expense of $10.7 million for the three months ended March 31, 2026, compared to income tax expense of $9.5 million for the three months ended March 31, 2025 at an effective tax rate of 28.5% and 26.0%, respectively. Our effective tax rates differ from the federal statutory rateof 21.0% primarily due to state income taxes and certain non-deductible expenses.

Current wording

We recorded income tax expense of $12.2 million for the three months ended June 30, 2026, compared to income tax expense of $13.3 million for the three months ended June 30, 2025 at an effective tax rate of 28.1% and 26.2%, respectively. Our effective tax rates differ from the federal statutory rateof 21.0% primarily due to state income taxes and certain non-deductible expenses.

Previous wording

(1)Excludes eight and one spare aircraft as of March 31, 2026 and 2025.

Current wording

(1)Excludes eight and two spare aircraft as of June 30, 2026 and 2025.

Previous wording

Other operating expense increased $26.5 million, or 47.2%, to $82.7 million for the three months ended March 31, 2026 from $56.2 million for the three months ended March 31, 2025, primarily due to a $13.9 million increase in expenses relating to increasing the operational fleet from the Merger. Additionally, other operating expense increased $9.0 million due to $6.0 million associated with an increase in crew hotel and other travel expense caused by increased flying and an increase in professional fees, software costs, and freight of $3.0 million.

Current wording

Other operating expense increased $53.1 million, or 46.0%, to $168.5 million for the six months ended June 30, 2026 from $115.4 million for the six months ended June 30, 2025, primarily due to a $29.1 million increase in expenses relating to increasing the operational fleet from the Merger. Additionally, other operating expense increased $24.0 million due to an $8.1 million increase in crew hotel and other travel expense caused by increased flying, as well as increases in professional fees and other miscellaneous expenses.

Previous wording

As of March 31, 2026, we had a working capital deficit of$33.7 million. The airline industry is highly capital intensive due to the nature and financing methods for its fleet assets used to generate operating cash flows. If we fail to generate sufficient funds from operations to repay such obligations, we may need to raise capital through the issuance of equity or obtain or refinance borrowings to meet our existing obligations. There can be no assurance that such equity transactions or borrowings will be available or, if available, will be at terms, rates, or prices acceptable to us.

Current wording

As of June 30, 2026, we had working capital of$14.7 million. The airline industry is highly capital intensive due to the nature and financing methods for its fleet assets used to generate operating cash flows. If we fail to generate sufficient funds from operations to repay such obligations, we may need to raise capital through the issuance of equity or obtain or refinance borrowings to meet our existing obligations. There can be no assurance that such equity transactions or borrowings will be available or, if available, will be at terms, rates, or prices acceptable to us.

Previous wording

The following table summarizes our total cash and marketable securities as of March 31, 2026 and December 31, 2025 as well as our operating, investing, and financing cash flow activities for thethree months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our total cash and marketable securities positions as of June 30, 2026 and December 31, 2025 as well as our operating, investing, and financing cash flow activities for thesix months ended June 30, 2026 and 2025:

Previous wording

During thethree months ended March 31, 2026, total cash, cash equivalents, restricted cash, and marketable security positions decreased $24.3 million, or 7.6%, to $295.6 million as of March 31, 2026 from $319.9 million as of December 31, 2025.

Current wording

During thesix months ended June 30, 2026, total cash, cash equivalents, restricted cash, and marketable securities positions decreased $20.1 million, or 6.3%, to $299.8 million as of June 30, 2026 from $319.9 million as of December 31, 2025.

Previous wording

Net cash provided by operating activities increased $4.0 million, or 7.4%, to $57.8 million during the three months ended March 31, 2026 from $53.8 million during the three months ended March 31, 2025. The increase was attributable to the increase in earnings excluding non-cash expenses, coupled with changes in working capital accounts from the timing of collection of receivables and settlement of liabilities when compared to the three months ended March 31, 2025.

Current wording

Net cash provided by operating activities decreased $34.9 million, or 24.6%, to $107.1 million during the six months ended June 30, 2026 from $142.0 million during the six months ended June 30, 2025. The decrease was attributable to the decrease in working capital accounts from the timing of collection of receivables and settlement of liabilities when compared to the six months ended June 30, 2025.

Previous wording

Net cash used in investing activities increased $50.4 million to $92.0 million net cash used during the three months ended March 31, 2026 from $41.6 million net cash used during the three months ended March 31, 2025. We acquired three E175 regional aircraft during the three months ended March 31, 2026, compared to the acquisition of one E175 regional aircraft during the three months ended March 31, 2025, which increased overall capital expenditures by $53.8 million. Additionally, we purchased $38.7 million and redeemed $40.0 million in marketable securities and investments during the three months ended March 31, 2026, compared to purchases of $38.4 million and redemptions of $45.0 million in marketable securities and investments during the three months ended March 31, 2025.

Current wording

Net cash used in investing activities decreased $109.6 million, or 54.9% to $90.2 million net cash used during the six months ended June 30, 2026 from $199.8 million net cash used during the six months ended June 30, 2025. We acquired four E175 regional aircraft and made capital investments in the Company's aviation campus and corporate headquarters in Carmel, Indiana (the “Aviation Campus”) during the six months ended June 30, 2026, compared to the acquisition of five E175 regional aircraft and six training aircraft during the six months ended June 30, 2025, which increased overall capital expenditures by $73.1 million. Additionally, we purchased $77.3 million and redeemed $80.0 million in marketable securities and investments during the six months ended June 30, 2026, compared to purchases of $94.2 million and redemptions of $92.5 million in marketable securities and investments during the six months ended June 30, 2025. Lastly, we received proceeds from tariff refunds of $20.1 million during the six months ended June 30, 2026.

Previous wording

Net cash provided by (used in) financing activities changed $45.9 million to $10.0 million net cash provided for the three months ended March 31, 2026 compared to $35.9 million net cash used for the three months ended March 31, 2025. During the three months ended March 31, 2026, we obtained secured borrowings resulting in cash inflows of $64.4 million, compared to obtaining secured borrowings resulting in cash inflows of $22.4 million during the three months ended March 31, 2025.

Current wording

Net cash provided by (used in) financing activities changed $79.4 million to $36.7 million net cash used for the six months ended June 30, 2026 compared to $42.7 million net cash provided for the six months ended June 30, 2025. During the six months ended June 30, 2026, we obtained secured borrowings resulting in cash inflows of $64.4 million, compared to obtaining secured borrowings resulting in cash inflows of $164.3 million during the six months ended June 30, 2025.

Previous wording

Our credit agreements require that we comply with customary affirmative and negative covenants. Webelieve we are in compliance with all of our financial covenants as of March 31, 2026 and December 31, 2025.

Current wording

Our credit agreements require that we comply with customary affirmative and negative covenants. We are in compliance with all of our financial covenants as of June 30, 2026 and December 31, 2025.

Previous wording

Our lease obligations consist of aircraft, spare engines, flight training equipment, terminal space, operating facilities, and corporate real estate, which expire through 2038. For operating leases with terms greater than 12 months, we record an operating lease liability and the related right-of-use asset at the present value of remaining lease payments at the lease commencement date, taking into consideration rental escalation provisions, when applicable. Lease obligations expected to be paid within 12 months represent current maturities and are classified within the current portion of operating lease liabilities to ourcondensed consolidated balance sheets. Lease obligations with expected repayment extending beyond 12 months are recorded to operating lease liabilities—less current portion to ourcondensed consolidated balance sheets in our accompanying condensed consolidated financial statements. We record our finance lease assets, current liability, and noncurrent liability to property and equipment, net, current portion of long-term debt and finance leases, and long-term debt and finance leases—less current portion, respectively. Amortization of the finance lease asset is recorded to depreciation and amortization expense. The interest component of the lease payment is recorded to interest expense. With the exception of our CPAs and some operating facilities, we do not separate lease and non-lease contractual components. Provisions for residual value guarantees are not material. See Note 7, Leases, in the notes to the unaudited condensed consolidated financial statements included in this Report.

Current wording

Our lease obligations consist of aircraft, spare engines, flight training equipment, terminal space, operating facilities, and corporate real estate, which expire through 2038. For operating leases with terms greater than 12 months, we record an operating lease liability and the related right-of-use asset at the present value of remaining lease payments at the lease commencement date, taking into consideration rental escalation provisions, when applicable. Lease obligations expected to be paid within 12 months represent current maturities and are classified within the current portion of operating lease liabilities to ourcondensed consolidated balance sheets. Lease obligations with expected repayment extending beyond 12 months are recorded to operating lease liabilities—less current portion to ourcondensed consolidated balance sheets in our accompanying condensed consolidated financial statements. We record our finance lease assets, current liability, and noncurrent liability to property and equipment, net, current portion of long-term debt and finance leases, and long-term debt and finance leases—less current portion, respectively. Amortization of the finance lease asset is recorded to depreciation and amortization expense. The interest component of the lease payment is recorded to interest expense. With the exception of our CPAs and some operating facilities, we do not separate lease and non-lease contractual components. Provisions for residual value guarantees are not material. See Note 7, Leases, in the notes to the unaudited condensed consolidated financial statements.

Previous wording

Components of operating and finance lease costs for the three months ended March 31, 2026 and 2025, are as follows:

Current wording

Components of operating and finance lease costs for the three and six months ended June 30, 2026 and 2025, are as follows:

Previous wording

(1)Finance lease costs include depreciation and amortization costs and interest costs recorded during the three months ended March 31, 2026 and 2025 in the condensed consolidated statements of operations.

Current wording

(1)Finance lease costs include depreciation and amortization costs and interest costs recorded during the three and six months ended June 30, 2026 and 2025 in the condensed consolidated statements of operations.

Previous wording

(1)Interest calculated for fixed rate debt and estimated for variable rate debt based on current interest rates as of March 31, 2026. Approximately 85% of Republic’s debt is fixed rate debt.

Current wording

(1)Interest calculated for fixed rate debt and estimated for variable rate debt based on current interest rates as of June 30, 2026. Approximately 84% of Republic’s debt is fixed rate debt.

Previous wording

We have an order for 26 Embraer regional jets (E175) with expected deliveries beginning in 2028 through 2030.

Current wording

We have an order for 26 Embraer E175 regional jets with expected deliveries beginning in 2028 through 2030.

Previous wording

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.

Current wording

In each of the six months ended June 30, 2026 and 2025, the Company completed certain milestones in the construction of 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, 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.

Previous wording

Certain fixed agreements include a guaranteed minimum payment amount based on flight hours, departures, or other measures. Aggregate payments under long-term maintenance agreements were$43.6 million and $36.7 million for thethree months ended March 31, 2026 and 2025, respectively.

Current wording

Certain fixed agreements include a guaranteed minimum payment amount based on flight hours, departures, or other measures. Aggregate payments under long-term maintenance agreements were$90.4 million and $74.4 million for thesix months ended June 30, 2026 and 2025, respectively.

Previous wording

We have guaranteed certain obligations of LIFT Academy and certain third parties related to LIFT Academy. Expected losses from guaranteed obligations are derived from total commitments outstanding to third parties coupled with the probability of repayment. Total guaranteed obligations as of March 31, 2026 were $20.8 million. Losses expected to be incurred from guaranteed obligations were $7.0 million as of March 31, 2026.

Current wording

We have guaranteed certain obligations of LIFT Academy and certain third parties related to LIFT Academy. Expected losses from guaranteed obligations are derived from total commitments outstanding to third parties coupled with the probability of repayment. Total guaranteed obligations as of June 30, 2026 were $21.2 million. Losses expected to be incurred from guaranteed obligations were $7.0 million as of June 30, 2026.

Previous wording

We recorded income tax expense of $10.7 million and $9.5 million, during the three months ended March 31, 2026 and 2025, respectively, at an effective tax rate of 28.5% and 26.0%, respectively. We utilize Federal NOLs against our current period taxable income. Our Federal NOL deferred tax assets are largely generated from the accelerated tax depreciation on aircraft and other significant asset acquisitions. Based on our expected utilization and expiration of our NOL deferred tax assets as well as anticipated aircraft deliveries, we expect to become a cash tax-paying entity in 2028.

Current wording

We recorded income tax expense of $12.2 million and $13.3 million, during the three months ended June 30, 2026 and 2025, respectively, at an effective tax rate of 28.1% and 26.2%, respectively. During the six months ended June 30, 2026 and 2025, we recorded income tax expense of $22.9 and $22.8 million, respectively, at an effective tax rate of 28.3% and 26.1%, respectively. We utilize Federal NOLs against our current period taxable income. Our Federal NOL deferred tax assets are largely generated from the accelerated tax depreciation on aircraft and other significant asset acquisitions. Based on our expected utilization and expiration of our NOL deferred tax assets as well as anticipated aircraft deliveries, we expect to become a cash tax-paying entity in 2028.

Previous wording

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles. The preparation of financial statements in conformity with those accounting principles requires us to make judgments and estimates that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Those judgments and estimates have a significant effect on the financial statements because they result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ from those estimates. Our critical accounting estimates, which are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are frequently evaluated as our judgment and estimates are based upon historical experience and on various other assumptions that we believe to be reasonable under the circumstances. During the first three months of fiscal year 2026, there were no material changes to our critical accounting estimates as described in the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is based upon our condensed consolidated financial statements, which have been prepared in accordance with Generally Accepted Accounting Principles (United States). The preparation of financial statements in conformity with those accounting principles requires us to make judgments and estimates that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Those judgments and estimates have a significant effect on the financial statements because they result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ from those estimates. Our critical accounting estimates, which are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are frequently evaluated as our judgment and estimates are based upon historical experience and on various other assumptions that we believe to be reasonable under the circumstances. During the first six months of fiscal year 2026, the Company made a$12.5 million adjustment to the carrying value of goodwill related to revisions of our provisional estimates of fair values assigned to the Mesa balance sheet at closing of the Merger on November 25, 2025, as further discussed in Note 3, Merger with Mesa Air Group, Inc. in the accompanying condensed consolidated financial statements.