Republic Airways Holdings Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share RJET The Nasdaq Stock Mar
• $54.2 million — repaid by United Airlines estimated at $54.2 million at the consummation of the Merger, and
• $43.0 million — e "), in an initial principal amount of $43.0 million with the option to increase the aggrega
• $157.0 million — the aggregate principal amount by up to $157.0 million. On October 28, 2025, the Treasury ente
• $31.9 m — 025, Mesa Airlines repaid approximately $31.9 million, plus accrued interest and fees i
• $12.3 m — obligations under the Loan Agreement by $12.3 million, and thereby terminated the Amend
• $12.3 million — of the loan, Mesa Airlines recognized a $12.3 million gain on extinguishment of the related l
• $10 billion — . Artist has been involved in more than $10 billion in aviation, debt, equity, and lease pl

Filing Documents

• d937766d8k.htm (8-K) — 95KB
• d937766dex31.htm (EX-3.1) — 7KB
• d937766dex32.htm (EX-3.2) — 10KB
• d937766dex33.htm (EX-3.3) — 9KB
• d937766dex34.htm (EX-3.4) — 9KB
• d937766dex35.htm (EX-3.5) — 122KB
• d937766dex103.htm (EX-10.3) — 617KB
• d937766dex141.htm (EX-14.1) — 33KB
• d937766dex161.htm (EX-16.1) — 3KB
• d937766dex991.htm (EX-99.1) — 10KB
• g937766dsp014.jpg (GRAPHIC) — 438KB
• g937766dsp016.jpg (GRAPHIC) — 240KB
• g937766dsp017.jpg (GRAPHIC) — 453KB
• g937766dsp018.jpg (GRAPHIC) — 435KB
• g937766dsp019.jpg (GRAPHIC) — 353KB
• g937766g1127074706802.jpg (GRAPHIC) — 14KB
• g937766g1127074707021.jpg (GRAPHIC) — 13KB
• g937766g99x34.jpg (GRAPHIC) — 7KB
• 0001193125-25-303961.txt ( ) — 3954KB
• rjet-20251124.xsd (EX-101.SCH) — 3KB
• rjet-20251124_def.xml (EX-101.DEF) — 14KB
• rjet-20251124_lab.xml (EX-101.LAB) — 23KB
• rjet-20251124_pre.xml (EX-101.PRE) — 15KB
• d937766d8k_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2025 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2 Brickyard Lane Carmel , IN 46032 (Address of principal executive offices) (Zip Code) ( 317 ) 484-6000 (Registrant's telephone number, including area code) Mesa Air Group, Inc. 410 North 44th Street , Suite 700 Phoenix , Arizona 85008 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share RJET The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. EXPLANATORY NOTE On November 25, 2025, Mesa Air Group, Inc. (" Mesa ") consummated the transactions contemplated by the previously disclosed Agreement, Plan of Conversion and Plan of Merger, dated April 4, 2025 (the " Merger Agreement "), with Republic Airways Holdings Inc. (" Legacy Republic "), as well as the transactions contemplated by the previously disclosed Three Party Agreement, dated as of April 4, 2025 (the " Three Party Agreement "), among Mesa, Legacy Republic, Mesa Airlines, Inc., United Airlines, Inc. (" United Airlines ") and Mesa Representative (as such party is defined in the Three Party Agreement), which sets forth actions to facilitate an orderly disposition of certain assets, extinguishment of certain liabilities, and conditions not subject to the business combination and exchange of merger consideration, and as further described under Item 2.01 of this Current Report on Form 8-K (" Form 8-K" ). Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Legacy Republic. Item1.01 Entry into a Material Definitive Agreement. On November 25, 2025, the Company entered into a new Capacity Purchase Agreement (the " CPA ") with United Airlines and Mesa Airlines, Inc. (" Mesa Airlines "), pursuant to which the Company provides passenger service as United Express, and the prior capacity purchase agreement between Mesa and United Airlines in effect immediately prior to consummation of the Merger was terminated. Significant provisions of the CPA are as follows: Aircraft Under CPA 60 Aircraft Type E175 Seating Configuration 70 - 76 seats CPA Term (1) 10 years Significant Pass-Through / Partner Direct Charges (2) Pass-Through - insurance, property taxes, certain major maintenance activities, and miscellaneous station express Partner Direct Charges - aircraft fuel, landing fees, certain engine maintenance activities, on-board catering, and ownership of the aircraft (1) The CPA may be terminated by United Airlines upon providing 30 days' written notice if, among other reasons, the Company fails to attain certain operating performance targets for a specified period, subject to a right to cure. The CPA may be terminated by United Airlines immediately upon written notice (without any prior notice), following the occurrence of a labor strike for ten or more consecutive days. (2) Pass-through charges are direct expenses incurred by the Company on behalf of United Airlines whereby the Company seeks reimbursement from United Airlines for applicable expenses. Partner Direct Charges are expenses paid directly by United Airlines, although the charges were incurred by the Company. United Airlines has the right to subsequently assume the Company's responsibility to purchase any of the pass-through products and services as Partner Direct Charges. The foregoing de

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