Republic Airways Holdings reports $34.6 million net income for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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Outstanding at July October 29, 2026

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Financial statements 27 changes

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AS OF JUNE SEPTEMBER 30, 2026 AND DECEMBER 31, 2025

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June September 30, 2026 December 31, 2025

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Common stock, $ 0.001 par value, 5,000,000,000 shares authorized; 45,892,239 45,950,545 and 45,713,286 shares issued and outstanding, respectively

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FOR THE THREE AND SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026 AND 2025 (UNAUDITED)

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June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

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Other 83.7 59.0 164.1 114.6

Executive separation and Merger-related items (Note 4) 13.6 2.4 23.1 6.8 6.7 25.0 29.8 31.8

Other 79.5 61.5 243.6 176.1

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Investment income (loss) and other, net

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

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FOR THE THREE AND SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026 AND 2025 (UNAUDITED)

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Net income — — — — — 6.7 6.7

Share based compensation — 0.4 — — — — —

Reclassification to liability for award modification — ( 2.3 ) — — — — —

Balance at September 30, 2025 159,948 $ 6.2 38,993,300 $ — $ 478.0 $ 703.7 $ 1,181.7

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Balance at June 30, 2026 — $ — 45,892,239 $ — $ 623.1 $ 763.2 $ 1,386.3 (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.

Net income — — — — — 34.6 34.6

Share based compensation — — — — 2.4 — 2.4

Stock issued under long-term incentive plans — — 95,619 — — — —

Employee income tax paid on vested equity awards — — ( 37,313 ) — — ( 0.8 ) ( 0.8 )

Balance at September 30, 2026 — $ — 45,950,545 $ — $ 625.5 $ 797.0 $ 1,422.5 (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.

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FOR THE SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026 AND 2025

June September 30, 2026 June September 30, 2025

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Taxes paid related to net share settlement of equity awards ( 3.4 4.2 ) — ( 0.9 1.2 ) ( 2.0 2.6 )

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Right-of-use assets acquired or modified under operating leases (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 $ 72.1 73.0 million a nd $ 148.8 217.9 million during the six nine months ended June September 30, 2026 and 2025, respectively.

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Note 1: ORGANIZATION & BUSINESS 4 changes

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

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

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

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

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 27 changes

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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 six nine months ended June September 30, 2026, the Company received cash payments of zero 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. under the Payroll Support Programs and Secured Loans ( " PSP Loan " ). As of December 31, 2025 , the Company had 691,701 warrants issued and outstanding which were settled for $ 5.3 million during the six months ended June 30, in February 2026. . As of June September 30, 2026 , the Company had no remaining warrants outstanding.

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Three Months Ended Six Nine Months Ended

(in millions, except share and per share data) June September 30, 2026 June September 30, 2025 June September 30, 2026 June September 30, 2025

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Dilutive effects of unvested shares 464,814 759,180 385,322 727,962

Dilutive effects of unvested shares 401,453 506,302 390,758 653,264

Dilutive effective of U.S. Treasury Warrants — — 48,147 31,922 —

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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 518,701 423,082 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 six nine months ended June September 30, 2026 and 2025, as the related performance conditions have not been met.

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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 .

The accounting policies of the one 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.

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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 six nine months ended June 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.

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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)

Merger consideration

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 CPA CPAs in effect immediately prior to consummation of the Merger between Mesa Parent, Mesa, and United Airlines was 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 designated six of seven 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:

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Total shares outstanding 46,949,601

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Implied enterprise value $ 985.9

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Equity Merger consideration at fair value 117.5

Other consideration at fair value 2.7

Total Merger consideration 120.2

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Fair values of assets acquired and liabilities assumed

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 ongoing 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 six nine months ended June 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 $ 12.5 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:

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Total assets acquired 250.2 1.5 251.7 1.9 252.1

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Total liabilities assumed 130.0 1.5 131.5 1.9 131.9

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Note 4: EXECUTIVE SEPARATION AND MERGER-RELATED ITEMS 10 changes

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Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Executive separation $ 7.0 $ — $ 7.0 $ —

Total $ 13.6 $ 2.4 $ 23.1 $ 6.8

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 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 six nine months ended June September 30, 2026, Refer to 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 six nine months ended June 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 six nine months ended June 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 six nine months ended June September 30, 2025 were reclassified to conform to current year presentation.

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

September 30, 2026 September 30, 2025

Executive separation $ — $ 18.8

Merger-related items 6.6 2.4 16.1 6.8 6.7 6.2

Note 5: REVENUES 10 changes

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June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

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

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

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

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

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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 entirely 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 July October 2027 to 2030.

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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 $ 19.1 26.4 million and $ 7.9 11.4 million of the deferred revenue to revenues in the condensed consolidated statements of operations during the six nine months ended June September 30, 2026 and 2025, respectively, which was previously included in contract liabilities at December 31, 2025 and 2024, respectively. Current contract liabilities were $ 35.7 39.9 million and $ 35.9 million as of June September 30, 2026 and December 31, 2025, respectively. Non-current contract liabilities were $ 91.4 million and $ 103.2 million as of June September 30, 2026 and December 31, 2025, respectively.

Note 6: FAIR VALUE MEASUREMENTS 5 changes

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As of September 30, 2026

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

June September 30, 2026 December 31, 2025

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 assets as of June September 30, 2026 and December 31, 2025 for the aggregate EVE Warrants and the Put Option was $ 9.8 8.9 million and $ 11.4 million, respe ctively.

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

Note 7: LEASES 1 change

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

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Note 8: COMMITMENTS AND CONTINGENCIES 4 changes

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During the three and six nine months ended June 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 in 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.

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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 June September 30, 2026 and December 31, 2025 .

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The Company and IBT, Local 135 have not yet reached agreement on the related collective bargaining agreement. As a result, the Company cannot reasonably estimate the impact, if any, that the outcome of these negotiations may have on its condensed consolidated financial statements.

E mployees under collective bargaining agreement— During the three and six nine months ended June 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 June September 30, 2026, the represented class includes more than 700 associates, which includes maintenance technicians, among other related associates, under representation by IBT. Local 135.

Note 9: MEZZANINE EQUITY AND CAPITAL TRANSACTIONS 23 changes

During the three and six months ended June 30, 2026, the Company granted 106,091 and 455,944 target RSUs 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 on December 31, 2028 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 number of units awardable from the 2026 Long Term Incentive RSUs 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. There are also 110,016 RSUs awardable related to pre-tax income 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. 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 RSU was $ 20.13 per share. Share-based compensation expense is based on the Company's anticipated outcome of achieving the performance metrics. During the three and six months ended June 30, 2026, 102,793 2026 Long Term Incentive RSUs were modified to accelerate vesting and 25,712 2026 Long Term Incentive RSUs were granted and vested immediately.

During the three and six months ended June 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 a three-year vesting period.

During the three and six months ended June 30, 2026, the Company granted 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.

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

During the year ended December 31, 2025, the Company granted RSUs to certain key members of management which vest ratably over a three-year period ("2025 LTI Awards"). During the three and six months ended June 30, 2026, 11,231 of the 2025 LTI Award RSUs were modified to immediately vest.

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 % performance-based vesting conditions ("Republic Integration Awards"). 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.

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 six months ended June 30, 2026, 114,737 shares vested from the achievement of a performance vesting condition. Additionally, during the three and six months ended June 30, 2026, 172,067 shares were modified to vest immediately.

The Company recognized $ 2.6 million and $ 6.3 million in share-based compensation to wages and benefits expense and $ 4.2 million 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 six months ended June 30, 2026. The Company recognized $ 1.6 million and $ 2.3 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations during the three and six months ended June 30, 2025. The Company accounts for forfeitures as they occur.

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

2026 Long Term Incentive RSUs (1)

2025 LTI Awards Republic Integration Awards 2026 Long Term Incentive Time-Vesting RSUs 2026 Long Term Incentive RSUs 2026 Promotion RSUs Total (2)

2026 Promotion RSUs (3)

Republic Integration Awards (5)

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Unvested at March 31, 2026 77,793 1,147,456 17,389 349,853 17,389 — 77,793 1,147,456 1,592,491 16.72

Unvested at June 30, 2026 66,562 860,652 17,389 327,439 17,389 25,114 66,562 860,652 1,297,156 $ 16.63

Unvested at September 30, 2026 327,439 17,389 25,114 66,562 765,033 1,201,537 $ 16.73 (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 and zero 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 a three-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 a three-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 of two of three 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 and zero 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.

Note 10: RELATED PARTY TRANSACTIONS 15 changes

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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 the three and six nine months ended June 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 the three and six nine months ended June 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 the three and six nine months ended June September 30, 2026 and 2025 and receivables as of June September 30, 2026 and December 31, 2025 :

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June 30, 2026 35 % 19 % 45 %

June 30, 2025 44 26 29

June 30, 2026 35 19 44

June 30, 2025 44 26 29

June 30, 2026 16 13 37

September 30, 2026 35.3 % 18.7 % 44.5 %

September 30, 2025 44.0 24.8 29.5

Revenues for the six nine months ended:

September 30, 2026 35.3 18.7 44.4

September 30, 2025 43.8 25.3 29.4

September 30, 2026 23.4 1.6 34.3

December 31, 2025 14 39 24 14.1 38.7 24.0

Forward-looking statements 253 changes

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 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 general and the financial condition and operating results of Republic, in particular; the prospects of entering into agreements with existing or other carriers to fly new aircraft; uncertainty regarding timing and performance of key third-party service providers; ongoing negotiations between Republic and its Partner Airlines regarding their contractual obligations; uncertainties regarding operation of new aircraft; the ability to attract and retain qualified pilots, mechanics and other personnel; the impact of regulatory issues such as pilot rest rules and qualification requirements; the ability to obtain aircraft financing; the financial stability of Republic's Partner Airlines and any potential impact of their financial condition on the operations of Republic; fluctuations in flight schedules, which are determined by the Partner Airlines for whom Republic conducts flight operations; variations in market and economic conditions; significant aircraft debt commitments; estimated useful lives of long-lived assets, residual values of aircraft and related asset impairments; labor relations and costs; the impact of global instability; rapidly fluctuating fuel costs and potential fuel shortages; the impact of weather-related, natural disasters and other air safety incidents on air travel and airline costs; aircraft deliveries; uncertainty regarding ongoing international hostilities, including conflicts in the Middle East, between Russia and Ukraine, and involving the United States and Iran, and the related impacts on macroeconomic conditions and on the international operations of any of our Partner Airlines as a result of such conflicts; the availability of parts used in connection with maintenance and repairs of the aircraft; the availability of suitable replacement aircraft for aging aircraft; the impact of enacted, proposed, and rescinded U.S. tariffs on global economic conditions and the financial markets, passenger demand, the cost of aircraft parts and supplies sourced internationally and the cost of service providers located outside of the United States; the impact of potential future U.S. government shutdowns on air traffic controller staffing and flight cancellations; and other unanticipated factors.

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Republic's 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 Republic's the Company's website at investor.rjet.com, as soon as reasonably practicable after Republic 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. Republic The Company uses its investor relations website as a means of disclosing material non-public information and for complying with Republic's the Company's disclosure obligations under Regulation Fair Disclosure. Investors should monitor Republic's the Company's website, in addition to following Republic's the Company's press releases, SEC filings, and public conference calls and webcasts. Information relating to Republic's the Company's corporate governance is also included on Republic's the Company's investor relations website. The information in or accessible through the SEC's and Republic's the Company's websites are not incorporated into, and are not considered part of, this filing. Further, Republic's the Company's references to the URLs for these websites are intended to be inactive textual references only.

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

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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 September 30, 2026 and 2025, we carried passengers on approximately 120,000 115,000 and 90,000 93,000 flights, generating revenues of $571.1 $553.5 million and $405.6 $412.0 million and pre-tax income before income taxes of $43.4 $49.2 million and $50.7 $9.2 million, respectively. For the six nine months ended June September 30, 2026 and 2025, we carried passengers on approximately 226,000 341,000 and 176,000 269,000 flights, generating revenues of $1,098.5 $1,652.0 million and $800.4 $1,212.4 million and pre-tax income before income taxes of $81.0 $130.2 million and $87.3 $96.5 million, respectively.

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 nine months ended June September 30, 2026, American Airlines, Delta Air Lines, and United Airlines each accounted for 35%, 19%, 35.3%, 18.7%, and 45% 44.5% and 35%, 19%, 35.3%, 18.7%, and 44% 44.4% of our revenues, respectively.

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The Company and IBT, Local 135 have not yet reached agreement on the related collective bargaining agreement. As a result, the Company cannot reasonably estimate the impact, if any, that the outcome of these negotiations may have on its condensed consolidated financial statements .

In February 2026, following the United States Supreme Court's 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 nine months ended June 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 .

During the three and six nine months ended June 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 June September 30, 2026, the represented class includes more than 700 associates, which includes maintenance technicians, among other related associates, under representation by IBT. Local 135.

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This expense consists of the costs of aircraft and spare engines under operating leases. Leased aircraft (including wing-mounted engines) and spare engines are operated under operating leases and subject to adjustment as costs associated with minimum lease return conditions become probable and able to be estimated, generally coinciding with the last heavy maintenance visit.

This expense consists of spare engines under short-term operating leases.

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Revenues $ 571.1 $ 405.6 $ 165.5 40.8 %

Wages and benefits 241.4 184.6 56.8 30.8

Aircraft and engine rent 2.1 — 2.1 NM

Maintenance and repair 134.3 74.1 60.2 81.2

Depreciation and amortization 35.2 30.9 4.3 13.9

Executive separation and Merger-related items 13.6 2.4 11.2 NM

Other operating expense 85.8 59.2 26.6 44.9

Total operating expenses 512.4 351.2 161.2 45.9

Operating income 58.7 54.4 4.3 7.9

Total other expense (15.3) (3.7) (11.6) NM

Income before income taxes 43.4 50.7 (7.3) (14.4)

Income tax expense 12.2 13.3 (1.1) (8.3)

Net income $ 31.2 $ 37.4 $ (6.2) (16.6) %

5.5 % 9.2 % NM (3.7) pts

18.8 % 21.6 % NM (2.8) pts

19.2 % 21.6 % NM (2.4) pts

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.

Three months ended June September 30, 2026 compared to the three months ended June September 30, 2025

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

(in millions) June September 30, 2026 June September 30, 2025 $ Variance % Variance

Revenues $ 553.5 $ 412.0 $ 141.5 34.3 %

Wages and benefits 231.1 188.6 42.5 22.5

Aircraft and engine rent 1.6 — 1.6 NM

Maintenance and repair 133.5 78.2 55.3 70.7

Depreciation and amortization 35.3 31.7 3.6 11.4

Executive separation and Merger-related items 6.7 25.0 (18.3) (73.2)

Other operating expense 82.1 61.6 20.5 33.3

Total operating expenses 490.3 385.1 105.2 27.3

Operating income 63.2 26.9 36.3 NM

Investment income (loss) and other, net 2.3 (2.0) 4.3 NM

Interest expense (16.3) (15.7) (0.6) 3.8

Total other expense, net (14.0) (17.7) 3.7 (20.9)

Income before income taxes 49.2 9.2 40.0 NM

Income tax expense 14.6 2.5 12.1 NM

Net income $ 34.6 $ 6.7 $ 27.9 NM

6.3 % 1.6 % NM 4.7 pts

Income before income taxes % (2)

8.9 % 2.2 % NM 6.7 pts

Operating income % (3)

11.4 % 6.5 % NM 4.9 pts

Adjusted operating income (4)

Adjusted operating income % (4)

12.6 % 12.6 % NM — pts

Adjusted income before income taxes (5)

Adjusted income before income taxes % (4)

10.0 % 9.7 % NM 0.4 pts

Adjusted net income (6)

Adjusted EBITDA % (2) (7)

19.0 % 20.3 % NM (1.3) pts

Adjusted EBITDAR (2) (7)

Adjusted EBITDAR % (2) (7)

19.3 % 20.3 % NM (1.0) pts

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(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 undue reliance on this information.

Net income $ 31.2 $ 37.4

Interest expense 16.8 14.8

Investment income and other, net (1.5) (11.1)

Income tax expense 12.2 13.3

Adjusted EBITDA 107.5 87.7

Adjusted EBITDAR $ 109.6 $ 87.7

(2) Income before income taxes % is income before income taxes expressed as a percentage of revenues.

(3) Operating income % is operating income expressed as a percentage of revenues.

(4) Adjusted operating income represents operating income before executive separation and Merger-related items. Adjusted operating income % is a non-GAAP measure that represents adjusted operating income expressed as a percentage of revenues.

(5) Adjusted income before income taxes represents net income before income taxes, executive separation and Merger-related items, and investment (income) loss of $(0.3) million and $5.7 million for the three months ended September 30, 2026 and 2025 recorded to investment income (loss) and other, net in the condensed consolidated statements of operations, respectively. Adjusted income before income taxes % is a non-GAAP measure that represents adjusted income before income taxes expressed as a percentage of revenues.

(6) Adjusted net income is adjusted income before income taxes that has been tax effected, applying the tax effect of any adjusting items to its baseline effective tax rates. Adjusted net income is a non-GAAP measure.

(7) Adjusted EBITDA represents net income before executive separation and Merger-related items, interest expense, investment income (loss) 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 (loss) 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.

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

(in millions) June September 30, 2026 June September 30, 2025

Net income $ 34.6 $ 6.7

Executive separation and Merger-related items 13.6 2.4 6.7 25.0

Interest expense 16.3 15.7

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and 173 more changes in the filing

Market risk 2 changes

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Our earnings and cash flows can be affected by changes in interest rates from interest expense on variable-rate debt instruments and interest income on marketable securities. The majority of our long-term debt portfolio is currently protected from this risk, as approximately 84% 83% of our debt is at a fixed rate. The effect to interest expense from increased market interest rates is expected to be offset by interest income available to us on our marketable securities, therefore having a minimal impact to our results of operations.

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As a result, our costs have become, and we expect they will continue to be, subject to inflationary pressures, and we may not be able to fully offset such higher costs through price increases under our CPAs. Wages and benefits expenses represented 48.0% 47.7% of our total operating expenses for the six nine months ended June September 30, 2026. For illustrative purposes, a hypothetical increase of 25% of our wages and benefits during the six nine months ended June September 30, 2026, would have increased our operating expenses by approximately $118 $175 million.

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Controls and procedures 1 change

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The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC rules and forms and is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our management, including our CEO and CFO, concluded that, as of June September 30, 2026, those controls and procedures were effective at the reasonable assurance level. Any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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Unregistered sales of stock 7 changes

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The following table summarizes repurchases by the Company, during the three months ended June September 30, 2026, to satisfy income tax withholdings in connection with the vesting of restricted stock for certain executive officers of the Company. Any future determination to enter into a share repurchase program will be at the discretion of the Board of Directors, subject to applicable legal limitations, and will depend upon our results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors.

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April 1, 2026 - April 30, 2026 — $ — — —

May 1, 2026 - May 31, 2026 43,116 20.35 — —

June 1, 2026 - June 30, 2026 80,976 18.25 — —

July 1, 2026 - July 31, 2026 — $ — — —

August 1, 2026 - August 31, 2026 37,313 20.22 — —

September 1, 2026 - September 30, 2026 — — — —

Other information 1 change

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During the three months ended June September 30, 2026 , none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated , or modified a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).

Exhibits 5 changes

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Form of Restricted Stock Unit Grant Notice and Agreement under the Republic Airways Holdings Inc. 2025 Equity Incentive Plan (directors)

10-Q May 1, 2026 10.1

Form of Restricted Stock Unit Grant Notice and Agreement under the Republic Airways Holdings Inc. 2025 Equity Incentive Plan

8-K June 17, 2026 10.1

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Date: July 31, October 30, 2026 By: /s/ Joseph P. Allman

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