REPUBLIC AIRWAYS HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025

(In millions, except share and per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(In millions, except per share amounts)

(1)Substantially all of the Company’s revenues are derived from related parties during the three and nine months ended September 30, 2026 and 2025. Refer to Note 5, Revenuesand Note 10, Related Party Transactions.

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(In millions, except share amounts)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

(In millions)

(1)The Company made net aircraft, pre-delivery deposit payments, inventory, and rotable spare part purchases from its original equipment manufacturer, a related party, of $73.0 million and $217.9 million during the nine months ended September 30, 2026 and 2025, respectively.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION & BUSINESS

Republic Airways Holdings Inc. (the “Company,” the “Parent,” or “Republic”) is a Delaware holding company conducting substantially all of its operations through its wholly-owned regional air carrier subsidiaries, Republic Airways Inc. (“Republic Airways”) and Mesa Airlines, Inc. (“Mesa” or “Mesa Airlines”). The Company regularly provides scheduled passenger service on approximately 1,300 flights daily to approximately 125 cities in the United States, Canada, Mexico, and the Caribbean operating under the American Eagle, Delta Connection, and United Express brands through the Company’s partnerships with American Airlines, Inc. (“American Airlines”), Delta Air Lines, Inc. (“Delta Air Lines”), and United Airlines, Inc. (“United Airlines”) (collectively, our “Partners” or “Partner Airlines”) under fixed-fee capacity purchase agreements (“CPA,” or collectively, our “CPAs”). The Company’s operating subsidiaries, Republic Airways and Mesa Airlines, exclusively operate the Embraer E170/175 family of aircraft among our Partner Airlines’ hub and focus cities.

On November 25, 2025, the Company and Mesa Air Group, Inc. (“Mesa Parent”), former parent company of Mesa Airlines, completed a merger between 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.

Effective June 15, 2026, the Company’s Board of Directors, upon the recommendation of its Corporate Governance Committee, promoted Matthew J. Koscal to the position of President and Chief Executive Officer. Concurrently with Mr. Koscal’s appointment, David Grizzle, serving in the role of Chairman and Chief Executive Officer, vacated the position of Chief Executive Officer and resumed the role of non-executive Chairman of the Board of Directors, a position previously held by Mr. Grizzle for the Legacy Republic Board of Directors since 2017, until assuming the Chief Executive Officer role prior to the Merger.

The Company operates its Leadership In Flight Training Academy (“LIFT Academy”) with a mission to attract a new generation of aviation professionals to commercial aviation by providing superior flight training, while addressing the economic, regulatory, and structural barriers to entry to the aviation industry by offering its graduates a defined career pathway to First Officer with Republic Airways or Mesa. The Company also operates Bridge Air to provide additional cost-effective access to pilot time-building resources to meet minimum experience requirements to fly commercially for an airline such as Republic Airways or Mesa.

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

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

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

Additionally, during the three and nine months ended September 30, 2026, the Company and American Airlines reached agreement for the addition offive previously unallocated E170 aircraft to be operated under the CPA beginning December 2026 for a term ofsix years.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation—The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Republic Airways Holdings Inc. and its wholly-owned subsidiaries. Beginning November 25, 2025 and in conjunction with the Merger, the condensed consolidated financial statements include the accounts of Mesa Air Group, Inc. and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Certain prior year balances have been reclassified to conform to current year presentation, including additional captions for other current assets—related parties and executive separation and Merger-related items. See Note 4, Executive Separation and Merger-Related Items.

Management believes the accompanying unaudited condensed consolidated financial statements include all adjustments and disclosures, consisting of normal recurring adjustments, necessary for fair presentation of these financial statements on an interim basis. Balances and results as of and during the periods presented are not necessarily indicative of results to be expected as of and for the year ending December 31, 2026. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, as is permissible under such rules and regulations. Accordingly, these financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto as of and for the year ended December 31, 2025.

Tariff refunds—In February 2026, following the United States Supreme Court's decision to invalidate certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), the Company became eligible to receive refunds on previously imposed import duties. During the three and nine months ended September 30, 2026, the Company received cash payments ofzero and $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.

U.S. Treasury Warrants—In 2021 and 2022, in connection with the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the“CARES Act”) payroll support program (“PSP”) and extensions, the Company issued to the U.S. Treasury warrants (the“U.S. Treasury Warrants”) to purchase shares of the Company’s common stock. As of December 31, 2025, the Company had 691,701 warrants issued and outstanding which were settled for$5.3 million in February 2026. As of September 30, 2026, the Company hadno remaining warrants outstanding.

Net income per common share—Basic and diluted net income per common share were as follows:

Basic net income per common share is computed by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. The number of incremental shares from the assumed issuance of shares relating to unvested shares is calculated by applying the treasury stock method. A total of 423,082 and 1,147,456 potentially dilutive shares at target performance have been excluded from the calculation of diluted net income per common share for the three and nine months ended September 30, 2026 and 2025, as the related performance conditions have not been met.

Segment information—The Company is organized and operates asone operating and reportable segment: regional airline services. Substantially all of the Company’s revenues are derived from customers within the United States.

This determination is based on the management approach which designates internal information regularly available to the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of determination of the Company’s reportable segments. The Company’s CODM, the President and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.

The accounting policies of theone reportable segment are the same as those described herein and in the summary of significant accounting policies as set forth in the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024. The CODM uses income before income taxes, as reported in our condensed consolidated statements of operations, to measure segment profit or loss, assess performance, and make strategic capital resources allocations. The measure of segment assets is reported on our condensed consolidated balance sheets as total assets. The significant expense categories regularly provided to the CODM are the expenses as presented on the condensed consolidated statements of operations.

Recent accounting pronouncements—In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to provide investors with more granular detail on cost of sales, and selling, general, and administrative expenses. ASU 2024-03 is effective for public entities for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06—Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to improve the guidance related to the capitalization of software development costs. ASU 2025-06 is effective for public entities for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11—Interim Reporting (Topic 270): Narrow Scope Improvements, which clarifies the current requirements under Topic 270. The ASU provides a comprehensive list of required interim disclosures and requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for public entities for interim periods in fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures.

3. MERGER WITH MESA AIR GROUP, INC.

On November 25, 2025, Legacy Republic completed the Merger with Mesa Parent with the Mesa Parent legal entity continuing as the surviving corporation. Upon closing of the Merger, Mesa Parent was renamed Republic Airways Holdings Inc. The business conducted by the surviving corporation following completion of the Merger is primarily the business conducted by Legacy Republic, and beginning on November 25, 2025, includes the financial position, results of operations, and cash flows of pre-Merger Mesa Parent and subsidiaries, and is referred to on a post-Merger basis as the “Company.” The Company is led by executive leadership of Legacy Republic. Legacy Republic designatedsix ofseven directors to the Board of Directors of the Company, while Mesa Parent designatedone ofseven directors.

Legacy Republic and Mesa Parent pursued the Merger in order to enhance the scale of the combined company, both financially and operationally, to create a larger single fleet type and to provide for greater access to capital markets. In addition, the Company pursued the Merger in order to obtain extended termination dates under a new 10-year CPA with United Airlines, which commenced at closing of the Merger.

In connection with the Merger and immediately prior to the effective time of the Merger (the “Effective Time”), Mesa Parent converted from a Nevada corporation to a Delaware corporation pursuant to a plan of conversion (the “Conversion”). At the Effective Time, each share of Legacy Republic common stock, par value $0.001 per share, (excluding (i) shares to be cancelled pursuant to the Merger Agreement and (ii) any dissenting shares for which appraisal rights were properly demanded in accordance with Delaware law) was converted into the right to receive 38.9933 (the “Exchange Ratio”) validly issued, fully paid, and non-assessable shares of Mesa Parent common stock, par value $0.001, with cash paid in lieu of any fractional shares. Immediately prior to the Effective Time, each outstanding restricted stock unit (“RSU”) in respect of shares of Legacy Republic common stock that vested immediately upon closing of the Merger was cancelled, entitling the holder to shares of Legacy Republic common stock which were converted into the right to receive 38.9933 validly issued, fully paid, and non-assessable shares of common stock and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding tax. Additionally, each outstanding unvested Republic RSU was automatically assumed and converted into the right to receive a restricted share award in respect of common stock after giving effect to the Exchange Ratio and subject to the same vesting terms. The Exchange Ratio gave effect to an unadjusted post-Merger capitalization of an 88.0% allocation to Legacy Republic pre-Merger shareholders, a 6.0% allocation to Mesa pre-Merger shareholders, and a 6.0% allocation (the Escrow Shares discussed below) available for repayment of certain Mesa liabilities described below for the settlement of final working capital amounts and unsettled obligations of Mesa.

Further, Legacy Republic and Mesa Parent concurrently entered into a Three Party Agreement jointly with United Airlines to give effect to actions which facilitated an orderly wind down and disposition of certain assets, extinguishment of certain liabilities, and conditions not subject to the business combination and exchange of Merger consideration. The Three Party Agreement provided for, among other things, completion of the following actions at and prior to the closing of the Merger:

(i)Termination of the United CPAs among Mesa and United Airlines;

(ii)Disposition by sale of certain Canadair Regional Jet (“CRJ”) aircraft, CRJ spare engines, an Embraer Regional Jet (“ERJ”) spare engine, and Boeing B-737 spare inventories;

(iii) Repayment of substantially all trade debts, long-term debts, and remaining liabilities of Mesa Parent and subsidiaries (“Mesa Net Debt”), utilizing the cash on hand of $19.6 million and cash proceeds from asset sales set forth in item (ii) above of $8.4 million. Upon depletion of Mesa Parent cash applied for the full and final satisfaction of trade debts, long-term debts, and remaining liabilities, United Airlines provided a one-time cash payment of $23.6 million for funding at Merger closing sufficient to discharge any obligations of Mesa Parent which remained outstanding at Merger close. As of November 25, 2025, all long-term debt encumbrances of Mesa Parent prior to Merger closing were discharged through repayment of amounts due or forgiveness by the counterparty;

(iv)Transfer of all Mesa rights and obligations related to its warrant and aircraft purchase agreements with Archer Aviation Inc. related to investments in, development of, and commitment for forward purchase of eVTOL aircraft to a third party;

(v)Extension of certain CPA terms between Mesa and United Airlines, including enhanced/increased rates retrospectively from January 2025 through termination of the CPAs concurrent with Merger closing, which enhanced the ability of Mesa to discharge those debts set forth in item (iii);

(vi)Issuance of 2,853,454 shares of common stock, par value $0.001, equivalent to approximately 6.0% of the issued and outstanding shares of the Company’s post-Merger common stock (the “Escrow Shares”).

Escrow Shares were settled on February 9, 2026 following completion of a 60-day review and resolution period, which shares (a) first became allocable to United Airlines in exchange for the forgiveness and repayment of certain debts and obligations of Mesa; (b) second, to the extent any of the remainder became available to the Company to repay certain liabilities which were not known at Merger closing, and (c) third, to the extent of any remainder, became available on a pro rata basis to shareholders of Mesa immediately prior to consummation of the Merger and Merger-related agreements. During the nine months ended September 30, 2026, Escrow Shares of 2,744,348 were allocated to United Airlines in exchange for settlement and satisfaction of adjusted Mesa Net Debt of $51.7 million, and the residual 109,106 Escrow Shares were allocated to the Company, in satisfaction of the preceding item (b) and retired as authorized by unissued shares. No Escrow Shares were available for allocation to pre-Merger Mesa Parent shareholders.

The Company recorded an equity participation right of $2.3 million as of November 25, 2025 for the value of shares reallocated to the Company in final settlement of the Escrow Shares in the condensed consolidated balance sheets and was included as a component of Merger consideration exchanged. Such amount was recorded as a reduction to additional paid-in-capital in the condensed consolidated balance sheets. The amount was subsequently discharged on February 9, 2026 with resolution and final settlement of the Escrow Shares. The effect of final allocation of the Escrow Shares results in an 88.1% interest in the Company held by pre-Merger Legacy Republic shareholders, a 6.0% interest in the Company held by pre-Merger Mesa Parent shareholders; and a 5.9% interest held by United Airlines, paid in full and final satisfaction of outstanding liabilities of Mesa Parent at Merger closing. The issuance of common stock to effectuate the Merger was as follows as of November 25, 2025:

(1)The amounts presented herein reflect the impact of the Reverse Stock Split.

(2)Fractional shares were settled in cash.

On September 24, 2025, Mesa Parent effected a change in its fiscal year historically ending on September 30 to align with the fiscal year of the Company ending on December 31, which became effective on January 1, 2025.

Prior to the Merger, effective at 6:00 p.m. Eastern Time on November 24, 2025, Mesa Parent effected the Reverse Stock Split. The condensed consolidated financial statements and notes thereto include the effect of the 15-for-1 reverse stock split.

Further, on November 25, 2025, the Company entered into a new 10-year CPA with United Airlines and Mesa, now a wholly-owned subsidiary of the Company, to operate 60 E175 aircraft owned by United Airlines and operated by Mesa. Upon effectiveness of the new CPA, the Company received $49.0 million as a non-refundable up front fee funded by United Airlines to compensate for Merger-related expenses, and is recognized ratably on a straight-line basis to revenues over the 10-year term of the related CPA and was recorded to accounts payable and accrued and other expenses—related parties and other non-current liabilities—related parties in the condensed consolidated balance sheets. The CPAs in effect immediately prior to consummation of the Merger between Mesa Parent, Mesa, and United Airlines were terminated.

The Merger was accounted for as a reverse acquisition under provisions of FASB ASC 805, Business Combinations, using the acquisition method of accounting. Legacy Republic was designated the accounting acquirer and legal acquiree for financial reporting purposes on the basis that, immediately following consummation of the Merger, (i) shareholders of Legacy Republic hold a substantial majority of the voting interest in the Company, (ii) Legacy Republic designatedsix ofseven director positions on the Company’s Board, and (iii) senior management of Legacy Republic retained all named executive officer positions within the Company following the Merger. The accounting for the Merger as a reverse acquisition resulted in the issuance and relinquishment of 11.9% of the pre-Merger voting interest in Legacy Republic as consideration in exchange for certain net assets of Mesa, which was measured at the acquisition date fair value of the consideration exchanged.

Merger consideration—Total Merger consideration exchanged was $120.2 million, consisting primarily of common stock, par value $0.001 exchanged. Under the reverse acquisition method of accounting for the Merger in accordance with ASC 805, Business Combinations, the fair value of purchase price consideration is the fair value of hypothetical stock issued to Mesa Parent pre-Merger shareholders as an estimate of the relinquished value of equity by the accounting acquirer. Merger consideration as of November 25, 2025 was as follows:

(1)Closing stock price of Mesa Parent common stock at close of business immediately prior to Merger closing, November 24, 2025.

(2)Includes settlement of Escrow Shares allocable to the Company accounted for as an equity participation right in the condensed consolidated balance sheet at the closing of the Merger.

Fair values of assets acquired and liabilities assumed—The acquisition method of accounting to comply with ASC 805, Business Combinations, requires, among other things, that assets acquired and liabilities assumed are recognized on the condensed consolidated balance sheet at fair value as of the acquisition date, with certain exceptions. The fair values of assets acquired and liabilities assumed were determined using market comparisons for like assets of similar vintage and condition.

We have completed valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions; however, the determination of fair values of assets acquired and liabilities assumed is preliminary and is subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Due to (i) the timing of Merger-closing, (ii) the complexity of income tax estimates, and (iii) an Internal Revenue Service audit of Mesa Parent extending past closing of the Merger, management of the Company continues to evaluate its estimates and assumptions utilized to calculate fair values of inventories, property and equipment, goodwill, income taxes, accounts payable, and accrued and other liabilities as new information is obtained. Preliminary amounts reflected in the fair values of assets acquired and liabilities assumed will be adjusted to reflect new information obtained, as necessary, up to one year following Merger closing with corresponding adjustments to goodwill.

The Company recorded a preliminary allocation of Merger consideration to assets acquired and liabilities assumed based on their estimated fair values as of November 25, 2025. During the three and nine months ended September 30, 2026, the Company adjusted the preliminary amounts reflected in the fair values of assets acquired and liabilities assumed, due to additional information obtained regarding the facts and circumstances that existed as of the Merger date that, if known, would have affected the measurement of the fair value of assets acquired and liabilities assumed at that date. During the nine months ended September 30, 2026, the Company recognized a cumulative $10.8 million adjustment to goodwill primarily related to the measurement of deferred tax assets based on updated information related to the utilization of net operating loss carryforwards, among other immaterial adjustments. Adjustments to goodwill during the three months ended September 30, 2026 were not material. The following table summarizes the updated preliminary purchase price allocation, including resulting goodwill:

The composition of goodwill is principally derived from the assembled workforce of Mesa, whereby management derives a benefit from the aggregation of a highly-trained technical workforce which is not separable from goodwill. No other significant intangible assets are separately identifiable from goodwill. None of the goodwill is expected to be deductible for income tax purposes.

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

4. EXECUTIVE SEPARATION AND MERGER-RELATED ITEMS

The Company separately classified executive separation and Merger-related items in the condensed consolidated statements of operations, as such amounts are not anticipated to be incurred each year on a recurring basis. Certain prior year balances have been reclassified to conform to current year presentation.

Executive separation—In connection with Mr. Grizzle’s separation and transition to non-executive Chairman, the Company recognized zero and $7.0 million of cash severance and share based compensation expense related to the accelerated vesting of certain restricted stock awards and restricted stock units subject to performance-vesting conditions, during the three and nine months ended September 30, 2026, respectively. See Note 9, Mezzanine Equity and Capital Transactions.

Merger-related items—The Company incurred certain expenses for legal, audit, and advisory fees supporting Merger due diligence, registration of securities and Securities and Exchange Commission (“SEC”) filings, Merger planning, and integration costs during the three and nine months ended September 30, 2026. Integration costs include the elimination of duplicate overheads and abandonment of certain operating agreements, including fleet-specific training and facilities. Additionally, the Company has incurred integration costs related to aircraft maintenance bridging and standardization of crew training during the three and nine months ended September 30, 2026. All costs of this nature are presented in executive separation and Merger-related items in the condensed consolidated statements of operations. Amounts incurred during the three and nine months ended September 30, 2025 were reclassified to conform to current year presentation.

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

5. REVENUES

The Company accounts for contracts with our Partner Airlines under ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases, as applicable, when each party has committed to perform under the contract, each party’s rights and payment terms have been established, when the contract has commercial substance, and when collectability of amounts due under the contract is probable. Under CPAs with our Partner Airlines, the Company has committed to perform various flight services and maintenance activities classified as regional jet services. Within regional jet services, flight services represent a series of distinct activities accounted for as a single performance obligation satisfied over time as flights are completed. The Company recognizes certain maintenance activities as separate performance obligations, which are satisfied as the related distinct service is complete. Substantially all of the Company’s revenues are generated from regional jet services.

Revenues associated with regional jet services are generally derived from (i) a fixed fee per departure, flight hour, and/or block hour of time incurred and a fixed rate for available-to-schedule aircraft, payable on a monthly basis; and (ii) a premium amount which is earned monthly and quarterly by maintaining minimum aircraft utilization levels and exemplary operating results. To the extent that minimum targets are not achieved, the Company could be subject to financial penalties. These fixed-fee rates are contractually subject to periodic economic adjustment. The Company additionally receives reimbursement from our Partner Airlines for direct expenses incurred such as qualifying maintenance activities, property taxes, and miscellaneous operating expenses. Certain charges such as fuel, landing fees, and certain ownership costs are generally paid directly by the Partner Airlines, although the charges were incurred by the Company in ongoing operations. The Company refers to these charges as “Partner direct charges.” Pass-through charges are primarily recorded to revenues and the corresponding operating expense on a gross basis. Pass-through charges recorded on a net basis are not material.

Amounts recognized as regional jet services revenues are measured at the contractual amount the Company expects it will be entitled to in exchange for the promised services. The Company allocates the transaction price as flights are completed with variable consideration that relates specifically to the Company’s efforts in delivering each flight recognized in the period in which the individual flight is completed and measured on a monthly basis. The Company records 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. The Company has concluded that allocating the variability directly to individual flights results in an overall allocation meeting the objectives in ASC 606. This results in a pattern of revenue recognition that generally follows the variable amounts billed from the Company to Partner Airlines. As allowed with ASC 606, the Company has elected to apply practical expedients to expense significant financing components and the incremental costs of obtaining a contract as incurred.

A portion of the Company’s compensation under its CPAs is designed to reimburse the Company for certain aircraft ownership costs. The Company has concluded that a component of its revenue under the CPAs is deemed to be embedded lease revenue and as such, agreements identify the right-of-use of a specific type and number of aircraft over the term of the CPA. Embedded lease revenue associated with the Company’s CPAs is accounted for as an operating lease under ASC 842, Leases.

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

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

(1)Certain of the Company’s CPAs include embedded leases for the right-of-use of the regional jet aircraft. The Company also leases 31 aircraft to American Airlines. The corresponding rental income is classified herein.

Amounts recognized as revenues in the condensed consolidated statements of operations are subject to certain estimates, which could materially impact the timing and consideration determined under the contract. Such estimates include (i) expected contract terms from material modifications to the fixed-fee capacity purchase agreements which are expected to be made in the future and (ii) the extent to which disputes in contract interpretation arise.

Receivables and contract assets—Receivables represent a right to consideration for promised services which have been transferred to customers. The Company records provisions for credit losses using an expected credit losses model on the basis of specific identification and historical collection experience.

Contract assets are generated from the partial satisfaction of certain performance obligations, generally related to the delivery of aircraft maintenance services under customer contracts, whereby the Company has the right to consideration for services transferred or provided to its customers. Substantially all other current assets—related parties and other non-current assets—related parties in the condensed consolidated balance sheets consist of contract assets, which have been appropriately reduced for the applicable financing component. The Company expects to collect all current amounts within the next twelve months, while non-current amounts will be collected over the period from October 2027 to 2030.

Contract liabilities—Contract liabilities consist of deferred revenues for which the Company has received customer payment for undelivered services. In addition, the Company periodically carries out capital projects on behalf of its Partner Airlines, generally pertaining to aircraft fleet and livery improvements. Revenues of this nature are recognized over time, depicting the pattern of transfer of control of services, resulting in ratable recognition of revenues over the remaining term of the CPA, ranging from 2027 to 2038.

Current and non-current deferred revenues are recorded to accounts payable and accrued and other liabilities—related parties and other non-current liabilities—related parties, respectively, in the condensed consolidated balance sheets. The Company recognized $26.4 million and $11.4 million of the deferred revenue to revenues in the condensed consolidated statements of operations during the nine months ended September 30, 2026 and 2025, respectively, which was previously included in contract liabilities at December 31, 2025 and 2024, respectively. Current contract liabilities were $39.9 million and $35.9 million as of September 30, 2026 and December 31, 2025, respectively. Non-current contract liabilities were $91.4 million and $103.2 million as of September 30, 2026 and December 31, 2025, respectively.

6. FAIR VALUE MEASUREMENTS

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

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

The increase or decrease in the fair value measurement of the implied volatility may result in a higher or lower effect on the fair value measurement of the Company’s EVE Investment. The amount recorded to other non-current assetsas of September 30, 2026 and December 31, 2025 for the aggregate EVE Warrants and the Put Option was$8.9 million and $11.4 million, respe ctively.

The Company recorded no nonrecurring fair value measurements for the three andnine months ended September 30, 2026 and 2025.

7. LEASES

The Company routinely enters into operating and finance leases as a financing method for aircraft, spare engines, flight training equipment, and operating facilities. The Company records a lease asset and corresponding liability for leases with terms exceeding 12 months. Such assets and liabilities are measured at the present value of remaining lease payments at the commencement of the lease or consummation of a lease modification.

Lease terms give effect to early termination and renewal options when it is reasonably certain that such options will be exercised. The Company determines present value, discounting payment streams at the interest rate implicit in the lease, when available, taking into consideration economic escalation provisions, when applicable. When this information is unknown, the Company estimates its incremental borrowing rate at the related lease commencement date, which is derived from prevailing market interest rates, recent debt acquisitions specific to the Company, or other debt instruments having similar characteristics at lease commencement. With the exception of the CPAs and operating facilities, the Company does not separate lease and non-lease contractual components. Provisions for residual value guarantees are not material.

Aircraft leasing arrangements—The Company’s CPAs include provisions for the right-to-use of the Company’s aircraft in carrying out regional jet services. Such provisions constitute embedded leases for which the Company receives reimbursement for aircraft ownership costs, as Partner Airlines obtain substantially all of the economic benefit from theaircraft under operation for the Partner Airlines. Aircraft lease terms are commensurate with CPA terms discussed at Note 5, Revenues. The Company mitigates the risk from residual and undeployed leased assets in the event of default of one of our Partner Airlines by actively monitoring aircraft and engine financing terms compared to market terms in order to effectively sell or redeploy aircraft to the extent they become unused or underutilized, which additionally decreases with the extent to which the Company operates Partner Controlled Aircraft.

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

8. COMMITMENTS AND CONTINGENCIES

The Company’s long-term commitments primarily include lease obligations (see Note 7, Leases), long-term maintenance agreements, and purchase commitments, among others.

Purchase commitments—From time to time, the Company enters into purchase commitments for future aircraft and engine deliveries. The Company regularly makes pre-delivery deposit payments (“PDPs”) to support aircraft and engines on order. PDPs are retained and applied against the historical cost of the corresponding aircraft or engine at the time of its acquisition or expensed when deposit amounts are no longer expected to be returned from the manufacturer. Interest costs associated with PDPs, which are not significant during the periods presented, are capitalized as a portion of the overall historical cost of the related aircraft or engine and are depreciated over the estimated useful life of the asset.

Republic has an order for 26 Embraer regional jets with expected deliveries beginning in 2028 through 2030.

During the three and nine months ended September 30, 2026 and 2025, the Company completed certain milestones in the construction of a new flight aviation campus and corporate headquarters in Carmel, Indiana (the “Aviation Campus”). The Aviation Campus houses a training center that, once fully integrated with pre-Merger Mesa Airlines operations, will be used to perform substantially all of the Company’s training activities for pilots, flight attendants, maintenance technicians, and dispatchers and houses eight full motion simulators along with flat panel simulators, cabin trainers, and classrooms. Additionally, the Aviation Campus includes overnight accommodations used exclusively by the Company’s associates in training, our corporate headquarters, completed in January 2026, and a parking garage. Additionally, the Company began construction on additional overnight accommodations, which is expected to be completed during the year ending December 31, 2026. The interest costs associated with the Aviation Campus, which are not material during the periods presented, are capitalized as a portion of the overall historical cost and depreciated over the estimated useful life of the asset.

The following table displays the Company’s future contractual obligations for property and equipment under firm orders:

General indemnifications—The Company is a party to aircraft lease and financing arrangements, which include provisions requiring the Company to indemnify the lessor or financing party against certain losses which may arise from use of the related aircraft and equipment, including losses arising from tax consequences. The Company expects that such losses would constitute insurable losses and would therefore be subject to insurance coverage. Losses expected to arise from indemnities cannot be reasonably determined due to the uncertainty surrounding circumstances which may give rise to losses, or the amount of expected losses which could arise.

Legal matters—The Company is involved in various legal actions considered routine to the ordinary course of business. Contingent losses expected to arise as a result of pending legal matters, which could include expected future settlements, judgments, and legal fees are recorded when amounts become probable and are able to be estimated. Estimated future losses and legal fees related to ongoing litigation were not material as of September 30, 2026 and December 31, 2025.

While the Company cannot predict the outcome of these events with certainty, management does not believe pending legal matters would have a material effecton the results of operations, cash flows, or financial position.

Employees under collective bargaining agreement—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.

9. MEZZANINE EQUITY AND CAPITAL TRANSACTIONS

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

(1)During the three and nine months ended September 30, 2026, the Company granted zero and 455,944 RSUs (based on performance target) to certain key members of management of the Company, which are subject to both time- and performance-vesting conditions (“2026 Long Term Incentive RSUs”). The 2026 Long Term Incentive RSUs vest based on the achievement of certain pre-tax income, aircraft utilization and flight completion rate metrics, as applicable, subject to certification which will occur as soon as practicable, but no more than 60 days following December 31, 2028, the end of the performance period. The number of 2026 Long Term Incentive RSUs that vest can range from 0% to 200% of the target amount, depending on the Company’s performance against the pre-established targets and if the related service conditions of the holder have been met. For the portion of the awards where the performance-vesting condition has been defined, a grant date has been established and the weighted-average grant date fair value of those 2026 Long Term Incentive RSUs was $20.13 per share. There are also 110,016 RSUs awardable related to income before income taxes and aircraft utilization metrics that will be established by the Company’s Board of Directors during each of the years ending December 31, 2027 and 2028. Share based compensation expense is based on the Company’s anticipated outcome of achieving the performance metrics. During the three and nine months ended September 30, 2026, zero and 102,793 2026 Long Term Incentive RSUs were modified to accelerate vesting andzero and 25,712 2026 Long Term Incentive RSUs were deemed granted and vested immediately.

(2) During the three and nine months ended September 30, 2026, the Company granted zero and 17,389 RSUs to certain key members of management of the Company, which are subject to time-vesting conditions (“2026 Long Term Incentive Time-Vesting RSUs”). The grant date fair value of each 2026 Long Term Incentive Time-Vesting RSU was $21.14 per share. The 2026 Long Term Incentive Time-Vesting RSUs vest ratably over athree-year vesting period.

(3) During the three and nine months ended September 30, 2026, the Company granted zero and 25,114 RSUs to certain key members of management of the Company, which are subject to time-vesting conditions (“2026 Promotion RSUs”). The grant date fair value of each 2026 Promotion RSU was $18.43 per share. The 2026 Promotion RSUs vest periodically over a 33 month vesting period.

(4) During the year ended December 31, 2025, the Company granted RSUs to certain key members of management which vest ratably over athree-year period (“2025 LTI Awards”). During the three and nine months ended September 30, 2026, zero and 11,231 of the 2025 LTI Award RSUs were modified to immediately vest.

(5) During the year ended December 31, 2025, the Company granted 1,147,456 RSUs to certain key members of management,70% of which are subject to time-based vesting conditions and 30% of which are subject to performance-based vesting conditions (“Republic Integration Awards”). The Republic Integration Awards subject to time-vesting conditions vest in equal installments on the third and fourth anniversaries of closing of the Merger, subject to continued employment of the holder. The Republic Integration Awards subject to performance-vesting conditions vest in one-third tranches upon achievement of specified operational milestones. During the three and nine months ended September 30, 2026,95,619 and 210,356 RSUs vested from the achievement oftwo ofthree performance vesting conditions as set forth in the award. Additionally, during the three and nine months ended September 30, 2026, zero and 172,067 RSUs were modified to vest immediately.

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

During the three and nine months ended September 30, 2026, the Company issued zero and 43,566 RSUs to members of the Board of Directors at an estimated grant date fair value of $21.95 per share, which vested immediately. The Company recorded zero and $1.0 million in share based compensation to wages and benefits expense in the condensed consolidated statements of operations during the three and nine months ended September 30, 2026 related to the issuance.

The Company recognized $2.4 million and $8.7 million in share based compensation to wages and benefits expense andzero and $4.2 million in share based compensation to executive separation and Merger-related costs, respectively, in the condensed consolidated statements of operations during the three and nine months ended September 30, 2026. The Company recognized $2.2 million and $4.5 million in share based compensation to wages and benefits expense in the condensed consolidated statements of operations during the three and nine months ended September 30, 2025. The Company accounts for forfeitures as they occur.

10. RELATED PARTY TRANSACTIONS

The Company’s related party transactions include transactions with our Partner Airlines and an original equipment manufacturer (the “Related Parties”), with whom we have held long-standing relationships.

The Company regularly transacts with its Related Parties as defined in ASC 850, Related Parties, in the ordinary course of business. Related party transactions are derived from passenger service under the capacity purchase relationships, certain aircraft leasing commitments between the Company and the Partner Airlines, and aircraft maintenance activities, which in turn, generate balances due to or due from our Related Parties. In addition, the Company generated deferred revenue balances from capital projects carried out on behalf of our Partner Airlines. Assets and liabilities expected to be realized within 12 months are classified as receivables—related parties and accounts payable and accrued and other liabilities—related parties, respectively, and other non-current assets—related parties and other non-current liabilities—related parties, respectively, for amounts expected to be realized thereafter. Substantially all of the Company’s revenues were derived from related parties during thethree and nine months ended September 30, 2026 and 2025. Operating expenses incurred relate to aircraft rent expense, interrupted trip expenses, maintenance expense, and employee benefits, among others. Management has concluded that transactions of this nature were carried out on an arm’s-length basis.

Risks and uncertainties—During thethree and nine months ended September 30, 2026 and 2025, substantially all of the Company’s revenues were derived from capacity purchase agreements with the Partner Airlines. Termination of any of these capacity purchase agreements could have a material adverse effect on the Company’s financial position, results of operations, and operating cash flows.

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

11. SUBSEQUENT EVENTS

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

In October 2026, the Company amended and increased its borrowing capacity to approximately $92.0 million under its existing secured loan facility, secured by a complement of spare engines, and extended the facility maturity from 2030 to 2031. The Company obtained aggregate borrowings of $68.8 million against the committed capacity through the refinancing and new borrowings of a complement of spare engines.