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, 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.

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 the business, financial condition and results of operations of Republic Airways Holdings Inc. (the “Company” or “Republic”), 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…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Republic’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports are available free of charge on Republic’s website at investor.rjet.com, as soon as reasonably practicable after Republic electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”). The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Republic uses its investor relations website as a means of disclosing material non-public information and for complying with Republic’s disclosure obligations under Regulation Fair Disclosure. Investors should monitor Republic’s website, in addition to following Republic’s press releases, SEC filings and public conference calls and webcasts. Information relating to Republic’s corporate governance is also included on Republic’s investor relations website. The information in or accessible through the SEC's and Republic’s websites are not incorporated into, and are not considered part of, this filing. Further, Republic’s references to the URLs for these websites are intended to be inactive textual references only.

Current wording

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports are available free of charge on the Company’s website at investor.rjet.com, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”). The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Company uses its investor relations website as a means of disclosing material non-public information and for complying with the Company’s disclosure obligations under Regulation Fair Disclosure. Investors should monitor the Company’s website, in addition to following the Company’s press releases, SEC filings, and public conference calls and webcasts. Information relating to the Company’s corporate governance is also included on the Company’s investor relations website. The information in or accessible through the SEC’s and the Company’s websites are not incorporated into, and are not considered part of, this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

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 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.

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 September 30, 2026 and 2025, we carried passengers on approximately 115,000 and 93,000 flights, generating revenues of $553.5 million and $412.0 million and income before income taxes of $49.2 million and $9.2 million, respectively. For the nine months ended September 30, 2026 and 2025, we carried passengers on approximately 341,000 and 269,000 flights, generating revenues of $1,652.0 million and $1,212.4 million and income before income taxes of $130.2 million and $96.5 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 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.

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 nine months ended September 30, 2026, American Airlines, Delta Air Lines, and United Airlines each accounted for 35.3%, 18.7%, and 44.5% and 35.3%, 18.7%, and 44.4% of our revenues, respectively.

Previous wording

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.

Current wording

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 nine months ended September 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.

Previous wording

During thethree 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.

Current wording

During thenine months ended September 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 September 30, 2026, the represented class includes more than 700 associates, which includes maintenance technicians, among other related associates, under representation by IBT.

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 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.

Current wording

Management uses certain non-GAAP metrics and believes these metrics are also useful to investors to understand Republic’s financial performance. Adjusted operating income, adjusted operating income %, adjusted income before income taxes, adjusted income before income taxes %, adjusted net income, adjusted EBITDA, adjusted EBITDA %, adjusted EBITDAR, adjusted EBITDAR %, and adjusted diluted earnings per share (each, a “Non-GAAP Measure”) are included as supplemental disclosures because Republic’s management recognizes them as commonly-used valuation metrics in the airline industry that are frequently used by other industry participants, investors, securities analysts, and other interested parties in comparing companies in Republic’s industry. These Non-GAAP Measures have limitations as analytical tools in that: (i) they do not reflect the impact of certain cash charges resulting from matters Republic considers not to be indicative of its ongoing operations; (ii) they do not reflect Republic’s cash expenditures for capital expenditures or contractual commitments; (iii) they do not reflect changes in, or cash requirements for, Republic’s working capital needs; (iv) other companies in Republic’s industry may calculate these metrics differently than Republic does; and with respect to adjusted EBITDA, adjusted EBITDA %, adjusted EBITDAR, and adjusted EBITDAR %, (v) they do not reflect the interest expense or the cash requirements necessary to service interest or principal payments, on its debts; and (vi) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these metrics do not reflect any cash requirements for such replacements. These factors limit their usefulness as comparative measures. Because of these limitations, these Non-GAAP Measures should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, adjusted EBITDAR and adjusted EBITDAR % should not be viewed as a measure of overall performance because they exclude 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 Non-GAAP Measure has significant limitations which affect its use as an indicator of Republic’s profitability. Accordingly, readers are cautioned not to place undue reliance on this information.

Previous wording

The following table presents the reconciliation of net income to Adjusted EBITDA and Adjusted EBITDAR for the periods presented below:

Current wording

The following table presents the reconciliation of net income to adjusted operating income, adjusted EBITDA, and adjusted EBITDAR for the periods presented below:

Previous 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.

Current wording

The following table summarizes certain operating data that we believe are useful indicators of our operating performance for thethree months ended September 30, 2026 and 2025. 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 $298.1 million, or 37.2%, to $1,098.5 million for the six months ended June 30, 2026 compared to $800.4 million for the six months ended June 30, 2025, due to 33.2% increase in block hour production and a 28.6% 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.

Current wording

Revenues increased$141.5 million, or 34.3%, to$553.5 million for the three months ended September 30, 2026 compared to $412.0 million for the three months ended September 30, 2025, due to a 26.2% increase in block hour production and a 23.5% increase in departures due to additional flying under the new CPA with United Airlines as a result of the Merger, beginning November 25, 2025. Additionally, pass-through revenues increased $49.1 million, primarily due to shop-level maintenance for the 60 additional aircraft related to the Merger.

Previous 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.

Current wording

Wages and benefits expense increased $42.5 million, or 22.5%, to $231.1 million for the three months ended September 30, 2026 from $188.6 million for the three months ended September 30, 2025. The increase was primarily attributable to a $37.3 million increase in salaries and wages due largely to the 26.2% increase in block hour production coupled with a $5.2 million increase in employee benefits expense due to an increase in associate headcount from the Merger.

Previous 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.

Current wording

Maintenance and repair expense increased $55.3 million, or 70.7%, to $133.5 million for the three months ended September 30, 2026 from $78.2 million for the three months ended September 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 $45.1 million, primarily reimbursable as pass-through revenues, as well as a $7.8 million increase due to the increase in block hour production.

Previous 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.

Current wording

Depreciation and amortization expense increased $3.6 million, or 11.4%, to $35.3 million for the three months ended September 30, 2026 from $31.7 million for the three months ended September 30, 2025. The increase was due to the addition of six new E175 aircraft in the Republic Airways regional jet fleet since September 30, 2025, which excludes the 60 E175 aircraft operated by Mesa Airlines, owned by United Airlines, related to the Merger.

Previous wording

Executive separation and Merger-related items increased $11.2 million to $13.6 million for the three months ended June 30, 2026 from $2.4 million for the three months ended June 30, 2025, due to $7.0 million of cash severance and share-based compensation expense recognized in connection with Mr. Grizzle’s separation and transition to non-executive Chairman. In addition, the Company incurred additional integration related costs.

Current wording

Executive separation and Merger-related items decreased $18.3 million, or 73.2%, to $6.7 million for the three months ended September 30, 2026 from $25.0 million for the three months ended September 30, 2025, primarily due to $18.8 million of cash severance and share based compensation expense recognized during the three months ended September 30, 2025 in connection with the retirement of a former Chief Executive Officer.

Previous wording

Other operating expense increased $26.6 million, or 44.9%, to $85.8 million for the three months ended June 30, 2026 from $59.2 million for the three months ended June 30, 2025, primarily due to a$15.2 million increase in expenses relating to increasing the operational fleet from the Merger. Additionally, other operating expense increased$11.4 million, due toincreases in crew travel expense caused by increased flying, as well as increases in professional fees and other miscellaneous expenses.

Current wording

Other operating expense increased $20.5 million, or 33.3%, to $82.1 million for the three months ended September 30, 2026 from$61.6 million for the three months ended September 30, 2025, primarily due to a $13.2 million increase in expenses relating to increasing the operational fleet from the Merger. Additionally, other operating expense increased $7.3 million, due to increases in crew travel expense caused by increased block hour production, as well as increases in other miscellaneous expenses.

Previous 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:

Current wording

Other expense, net decreased $3.7 million, or 20.9%, to $14.0 million for the three months ended September 30, 2026 from $17.7 million for the three months ended September 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 $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.

Current wording

We recorded income tax expense of $14.6 million for the three months ended September 30, 2026, compared to income tax expense of $2.5 million for the three months ended September 30, 2025 at an effective tax rate of 29.7% and 27.2%, 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

The following table sets forth information regarding our operating results for thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025:

Current wording

The following table sets forth information regarding our operating results for thenine months ended September 30, 2026 compared to thenine months ended September 30, 2025.

Previous wording

The following table presents the reconciliation of net income to Adjusted EBITDA and Adjusted EBITDAR for the periods presented below:

Current wording

The following table presents the reconciliation of net income to adjusted operating income, adjusted EBITDA, and adjusted EBITDAR for the periods presented below:

Previous wording

The following table summarizes certain operating data that we believe are useful indicators of our operating performance for thesix 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.

Current wording

The following table summarizes certain operating data that we believe are useful indicators of our operating performance for thenine months ended September 30, 2026 and 2025. 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$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.

Current wording

Revenues increased $439.6 million, or 36.3%, to $1,652.0 million for the nine months ended September 30, 2026 compared to $1,212.4 million for the nine months ended September 30, 2025, due to a 30.8% increase in block hour production and a 26.8% 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. Additionally, pass-through revenues increased $140.1 million, primarily due to shop-level maintenance for the 60 additional aircraft related to the Merger.

Previous wording

Wages and benefits expense increased $113.6 million, or 31.6%, to $472.6 million for the six months ended June 30, 2026 from $359.0 million for the six months ended June 30, 2025. The increase was primarily attributable to a $100.0 million increase in salaries and wages due largely to the 33.2% increase in block hour production coupled with a $13.6 million increase in employee benefits expense due to an increase in associate headcount from the Merger.

Current wording

Wages and benefits expense increased $156.1 million, or 28.5%, to $703.7 million for the nine months ended September 30, 2026 from $547.6 million for the nine months ended September 30, 2025. The increase was primarily attributable to a $137.2 million increase in salaries and wages due largely to the 30.8% increase in block hour production coupled with a $18.9 million increase in employee benefits expense due to an increase in associate headcount from the Merger.

Previous wording

Maintenance and repair expense increased $97.3 million, or 64.7%, to $247.7 million for the six months ended June 30, 2026 from $150.4 million for the six 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 $83.1 million, reimbursable as pass-through revenues, as well as a$13.5 million increase due to the increase in block hour production.

Current wording

Maintenance and repair expense increased $152.6 million, or 66.8%, to $381.2 million for the nine months ended September 30, 2026 from $228.6 million for the nine months ended September 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 $123.9 million, primarily reimbursable as pass-through revenues, as well as a$21.3 million increase due to the increase in block hour production.

Previous wording

Depreciation and amortization expense increased $8.2 million, or 13.3%, to $69.7 million for the six months ended June 30, 2026 from $61.5 million for the six 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 related to the Merger delivered since June 30, 2025.

Current wording

Depreciation and amortization expense increased $11.8 million, or 12.7%, to $105.0 million for the nine months ended September 30, 2026 from $93.2 million for the nine months ended September 30, 2025. The increase was due to the addition of six new E175 aircraft in the Republic Airways regional jet fleet since September 30, 2025, which excludes the 60 E175 aircraft operated by Mesa Airlines, owned by United Airlines, related to the Merger.

Previous 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.

Current wording

Other operating expense increased $73.6 million, or 41.6%, to $250.6 million for the nine months ended September 30, 2026 from $177.0 million for the nine months ended September 30, 2025, primarily due to a $42.3 million increase in expenses relating to increasing the operational fleet from the Merger. Additionally, other operating expense increased $31.3 million due to increases in crew hotel and other travel expense caused by increased block hour production, as well as increases in other miscellaneous expenses.

Previous wording

Other expense, net increased $11.9 million, or 59.5%, to $31.9 million for the six months ended June 30, 2026 from $20.0 million for the six months ended June 30, 2025. The table below presents the (increase) decrease related to the changes in other expense, net:

Current wording

Other expense, net decreased $8.2 million, or 21.8%, to $45.9 million for the nine months ended September 30, 2026 from $37.7 million for the nine months ended September 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 $22.9 million for the six months ended June 30, 2026, compared to income tax expense of $22.8 million for the six months ended June 30, 2025 at an effective tax rate of 28.3% and 26.1%, 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 $37.5 million for the nine months ended September 30, 2026, compared to income tax expense of $25.3 million for the nine months ended September 30, 2025 at an effective tax rate of 28.8% 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

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.

Current wording

As of September 30, 2026, we had working capital of$37.3 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 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:

Current wording

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

Previous 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.

Current wording

During thenine months ended September 30, 2026, total cash, cash equivalents, restricted cash, and marketable securities positions decreased $7.6 million, or 2.4%, to $312.3 million as of September 30, 2026 from $319.9 million as of December 31, 2025.

Previous 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.

Current wording

Net cash provided by operating activities decreased $20.9 million, or 10.1%, to $186.1 million during the nine months ended September 30, 2026 from $207.0 million during the nine months ended September 30, 2025. The decrease was attributable to the decrease in working capital accounts from the timing of collection of receivables and settlement of liabilities, offset by the increase in net income of $21.5 million, when compared to the nine months ended September 30, 2025.

Previous 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.

Current wording

Net cash used in investing activities decreased $156.1 million, or 57.2% to $117.0 million during the nine months ended September 30, 2026 from $273.1 million during the nine months ended September 30, 2025. We acquired six E175 regional aircraft and made capital investments in the Company's corporate headquarters in Carmel, Indiana (the “Aviation Campus”) during the nine months ended September 30, 2026, compared to the acquisition of nine E175 regional aircraft and six training aircraft during the nine months ended September 30, 2025, which increased overall capital expenditures by $144.6 million. Additionally, we purchased $120.6 million and redeemed $125.0 million in marketable securities and investments during the nine months ended September 30, 2026, compared to purchases of $137.5 million and redemptions of $162.5 million in marketable securities and investments during the nine months ended September 30, 2025. Lastly, we received proceeds from tariff refunds of $20.1 million during the nine months ended September 30, 2026.

Previous 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.

Current wording

Net cash (used in) provided by financing activities changed $129.6 million to $76.0 million net cash used for the nine months ended September 30, 2026 compared to $53.6 million net cash provided for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, we obtained secured borrowings resulting in cash inflows of $64.4 million, compared to obtaining secured borrowings resulting in cash inflows of $235.2 million during the nine months ended September 30, 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.

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 payments 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 and six months ended June 30, 2026 and 2025, are as follows:

Current wording

Components of operating and finance lease costs for the three and nine months ended September 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 and six months ended June 30, 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 nine months ended September 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 June 30, 2026. Approximately 84% 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 September 30, 2026. Approximately 83% of Republic’s debt is fixed rate debt.

Previous 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.

Current wording

In each of the nine months ended September 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. 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$90.4 million and $74.4 million for thesix months ended June 30, 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$135.4 million and $112.7 million for thenine months ended September 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 June 30, 2026 were $21.2 million. Losses expected to be incurred from guaranteed obligations were $7.0 million as of June 30, 2026.

Current wording

We have guaranteed certain obligations of LIFT Academy and Bridge Air and certain third parties related to LIFT Academy and Bridge Air. 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 September 30, 2026 were $22.1 million. Losses expected to be incurred from guaranteed obligations were $7.0 million as of September 30, 2026.