REPUBLIC AIRWAYS HOLDINGS INC. · Stock award · Common Stock

What does this filing report?

An SEC Form 4 filing for REPUBLIC AIRWAYS HOLDINGS INC. records a stock award involving Common Stock on November 25, 2025. The reported quantity was 86,019. The filing date is November 28, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Filing footnotes & remarks

F1

On November 25, 2025, pursuant to that Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") dated as of April 4, 2025, by and between Mesa Air Group, Inc. ("Mesa") and Republic Airways Holdings Inc. ("Republic"), among other things, (i) Republic merged with and into Mesa, with Mesa as the surviving corporation in the merger (the "Merger"), (ii) Mesa was converted from a Nevada corporation to a Delaware corporation, and (iii) Mesa was renamed Republic Airways Holdings Inc. (following the Merger, the "Issuer").

F2

Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger ("Effective Time"), each outstanding Republic restricted stock unit ("Republic RSU") that vested in accordance with its terms ("Vested Republic RSU") was cancelled and converted into the right to receive 38.9933 validly issued, fully paid, and nonassessable shares of Issuer common stock and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes (the "Merger Consideration").

F3

Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding unvested Republic RSU was assumed by the Issuer and converted into the right to receive an award of restricted shares of Issuer common stock (rounded up to the next whole share of Issuer common stock) equal to the product obtained by multiplying (x) 38.9933 by (y) the total number of shares of Republic Common Stock subject to such unvested Republic RSU immediately prior to the Effective Time. Each unvested Republic RSU assumed and converted into a share of Issuer restricted stock shall continue to have, and shall be subject to, the same terms and conditions (including with respect to vesting) as applied to the corresponding Republic RSU as of immediately prior to the Effective Time.

F4

These shares of Issuer restricted stock vest as follows, in each case, subject to continued service through the applicable vesting date: with respect to 24,059 shares, in equal installments on each of December 31, 2025, December 31, 2026, and December 31, 2027; and with respect to 123,141 shares, 35% of such shares will vest on each of November 25, 2028 and November 25, 2029, and 30% of such shares will vest in one-third tranches upon the achievement of specified operational milestones.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.