REPUBLIC AIRWAYS HOLDINGS INC. (Form: 8-K/A, Received: 12/18/2025 06:05:07)

Date: December 17, 2025

REPUBLIC AIRWAYS HOLDINGS INC.

/s/ Joseph P. Allman

Joseph P. Allman

Senior Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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)

Not Applicable

(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

As previously reported, on November 25, 2025, Mesa Air Group, Inc. (“Mesa”) consummated the transactions contemplated by the 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 Three Party Agreement, dated as of April 4, 2025 (the “Three Party Agreement”), among Mesa, Legacy Republic, Mesa Airlines, Inc., United Airlines, Inc. and Mesa Representative (as such party is defined in the Three Party Agreement). Subject to the terms and conditions of the Merger Agreement, Legacy Republic merged with and into Mesa (the “Merger”), with the Mesa legal entity continuing as the surviving corporation following the Merger and renamed “Republic Airways Holdings Inc.” (the “Company”). Following the completion of the Merger, the business conducted by Legacy Republic became primarily the business conducted by the Company.

The Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2025 (the “Original Report”), contains a description of the closing of the Merger and related matters, which description is incorporated herein by reference.

This Amendment No. 1 to the Original Report is being filed with the SEC solely to amend and supplement Item 9.01 of the Original Report to include the following information:

•

Unaudited condensed consolidated financial statements of Republic Airways Holdings Inc. and subsidiaries, as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 and 2024, attached hereto as Exhibit 99.1;

•

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Republic Airways Holdings Inc. and subsidiaries for the nine months ended September 30, 2025 and 2024, attached hereto as Exhibit 99.2; and

•

Unaudited pro forma condensed combined financial information and accompanying notes, as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024, attached hereto as Exhibit 99.3

Additionally, the Company is filing its certificate of incorporation as Exhibit 3.1, given inadvertent omission from Exhibit 3.4 in the Original Report.

This Amendment No. 1 makes no other amendments to the Original Report and should be read in conjunction with the Original Report. This Amendment No. 1 does not purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing of the Original Report.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of Legacy Republic as of December 31, 2024 and 2023 and for the years ended December 31, 2022, 2023, and 2024, including the independent auditor’s report, are not required in this Amendment No. 1 because such information was previously filed in the Company’s proxy statement / prospectus, related to its Registration Statement on Form S-4/S-1 (File No. 333-288622), as amended.

Exhibit 99.1 to this Amendment No. 1 contains the unaudited condensed consolidated financial statements of Legacy Republic, as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 and 2024 and is incorporated herein by reference.

(b) Pro Forma Financial Information.

Exhibit 99.3 to this Amendment No. 1 contains the unaudited pro forma condensed combined financial information and accompanying notes, as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024, giving effect to the Merger and related transactions and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Merger been completed as of the date presented and should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances and are presented for informational purposes only.

(d) Exhibits


Exhibit No.		Exhibit

3.1		Certificate of Incorporation (annexed to Certificate of Merger)

99.1		Unaudited condensed consolidated financial statements of Republic Airways Holdings Inc. and subsidiaries, as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 and 2024

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Republic Airways Holdings Inc. and subsidiaries for the nine months ended September 30, 2025 and 2024

99.3		Unaudited pro forma condensed combined financial information and accompanying notes, as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF MERGER

REPUBLIC AIRWAYS HOLDINGS INC.,

a Delaware corporation

with and into

MESA AIR GROUP, INC.,

a Delaware corporation

Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and in lieu of filing the agreement of merger, Mesa Air Group, Inc., a Delaware corporation (the “Company”), in connection with the merger of Republic Airways Holdings Inc., a Delaware corporation (“Republic”), with and into the Company (the “Merger”), hereby certifies as follows:

FIRST: The names and states of incorporation of each of the constituent corporations to the Merger (the “Constituent Corporations”) are:


Name		State of Incorporation
Mesa Air Group, Inc.		Delaware
Republic Airways Holdings Inc.		Delaware

SECOND: The Agreement, Plan of Conversion and Plan of Merger (the “Merger Agreement”), dated as of April 4, 2025, by and between the Company and Republic, setting forth the terms and conditions of the merger of Republic with and into the Company, has been approved, adopted, certified, executed, and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 251 of the DGCL.

THIRD: Pursuant to the Merger Agreement, Republic will merge with and into the Company. The Company shall be the surviving corporation after the Merger (the “Surviving Corporation”) and the name of the Surviving Corporation shall be Republic Airways Holdings Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the Company as in effect immediately prior to the Merger, and as amended to reflect the name change described above, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable law.

FIFTH: An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:

2 Brickyard Lane

Carmel, IN 46032

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

SEVENTH: That this Certificate of Merger and the Merger shall become effective at 8:31 a.m. Eastern Time on November 25, 2025.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Company has caused this Certificate of Merger to be duly executed by an authorized officer on November 18, 2025.


MESA AIR GROUP, INC.

By:		/s/ Brian Gillman
Name:		Brian Gillman
Title:		Executive Vice President, General Counsel & Secretary

[Signature Page to DE Certificate of Merger]

CERTIFICATE OF INCORPORATION

MESA AIR GROUP, INC.

ARTICLE I

Section 1.1. Name. The name of the Corporation is Mesa Air Group, Inc. (the “Corporation”).

ARTICLE II

Section 2.1. Address. The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808; the name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

Section 3.1. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”).

ARTICLE IV

Section 4.1. Capitalization. The total number of shares of all classes of stock that the Corporation is authorized to issue is 5,500,000,000 shares, which shall be divided into two classes as follows: (i) 5,000,000,000 shares of Common Stock, par value $0.001 per share (“Common Stock”) and (ii) 500,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”). The number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the requisite vote of the stockholders entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is expressly required pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock).

Section 4.2. Preferred Stock.

(A) The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized, by resolution or resolutions, at any time and from time to time, to provide, out of the authorized but unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (full or limited or no voting powers) of the

shares of such series, and the powers, preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series and to cause to be filed with the Secretary of State of the State of Delaware a certificate of designation with respect thereto. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(B) Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any certificate of designations relating to such series of Preferred Stock).

Section 4.3. Common Stock.

(A) Voting Rights. Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms, number of shares, powers, designations, preferences or relative, participating, optional or other special rights (including, without limitation, voting rights, whether full or limited or no voting powers), or to qualifications, limitations or restrictions thereof, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(B) Dividends and Distributions. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends and other distributions in cash, property or shares of capital stock of the Corporation, such dividends and other distributions may be declared and paid ratably on the Common Stock, ratably in proportion to the number of shares held by each such stockholder, out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Board in its discretion shall determine.

(C) Liquidation, Dissolution or Winding Up. Subject to applicable law, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the right, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock as to distributions upon dissolution, liquidation or winding up of the Corporation, the holders of all outstanding shares of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by each such stockholder.

ARTICLE V

Section 5.1. Bylaws. In furtherance and not in limitation of the powers conferred by the DGCL, the Board is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, the bylaws of the Corporation (as the same may be amended and/or restated from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. In addition to any vote of the holders of any class or series of capital stock of the Corporation required by this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least 66²^/3% of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, change, add to, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

Section 5.2. Certificate of Incorporation. In addition to any vote required by applicable law or this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), the amendment, alteration, repeal or rescission of, in whole or in part, or the adoption of any provision inconsistent with, the following provisions in this Certificate of Incorporation shall require the affirmative vote of the holders of at least 66²^/3% of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Article V, Article VI, Article VII, Article VIII and Article XII.

ARTICLE VI

Section 6.1. Board of Directors.

(A) Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors constituting the whole Board shall be determined from time to time exclusively by resolution adopted by the Board.

(B) Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding, any newly-created directorship on the Board that results from an increase in the total number of directors and any vacancy occurring in the Board (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled only by the affirmative vote of a majority of the directors then in office (other than directors elected exclusively by the holders of any series of Preferred Stock, voting separately as a series or together with one or more such series, as the case may be), although less than a quorum, or by the sole remaining director (other than directors elected exclusively by the holders of any series of Preferred Stock, by voting separately as a series or together with one or more series, as the case may be) (and not by stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office until the next annual meeting for the election of directors and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

(C) Any or all of the directors (other than the directors elected exclusively by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

(D) During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues, and notwithstanding Section 6.1(A) hereof: (i) the then otherwise total authorized number of directors of the Corporation fixed pursuant to Section 6.1(A) hereof shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such directorship terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Notwithstanding any other provision of this Certificate of Incorporation, except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each, such director shall cease to be qualified, and shall cease to be, a director), and the total authorized number of directors of the Corporation shall automatically be reduced accordingly, but in all events not less than the number of directors fixed pursuant to Section 6.1(A) hereof.

(E) Directors of the Corporation need not be elected by written ballot unless the Bylaws shall so provide.

(F) Notwithstanding anything to the contrary in this Certificate of Incorporation or the Bylaws, at least two-thirds of the members of the Board shall be “citizens of the United States” as provided under Applicable Transportation Law (as defined in Section 10.1 below), and the Chairman of the Board shall be a “citizen of the United States” as provided under Applicable Transportation Law (as defined in Section 10.1 below) for so long as required by Applicable Transportation Law. If the number of Non-Citizens (as defined in Section 10.1 below) serving on the Board at any time exceeds the limitations provided under Applicable Transportation Law, one or more directors who are Non-Citizens shall, in reverse chronological order based on their tenure of service on the Board, cease to be qualified as directors and shall automatically cease to be directors.

Section 6.2. Officers. Notwithstanding anything to the contrary in this Certificate of Incorporation or the Bylaws, the Chief Executive Officer and President and at least two-thirds of the other officers of the Corporation shall be “citizens of the United States” as provided under Applicable Transportation Law (as defined in Section 10.1 below) for so long as required by Applicable Transportation Law.

ARTICLE VII

Section 7.1. Meetings of Stockholders. Any action required or permitted to be taken by the holders of stock of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in lieu of a meeting by such holders unless such action is recommended by all directors of the Corporation then in office; provided, however, that notwithstanding the foregoing, to the extent expressly permitted by the certificate of designation relating to one or more series of Preferred Stock, by the holders of such series of Preferred Stock, voting or consenting separately as a series or separately as a class with one or more other such series, may be taken by consent in lieu of a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with applicable law. Subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by or at the direction of the Board, the Chair of the Board or the Chief Executive Officer of the Corporation or, subject to compliance with the procedures and restrictions and limitations set forth in the Bylaws, by the Secretary upon the request of holders of stock of the Corporation entitling the holders thereof to not less than 20% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors.

ARTICLE VIII

Section 8.1. Limited Liability of Directors and Officers. No director or officer of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Neither the amendment nor the repeal of this Article VIII shall eliminate or reduce the effect thereof in respect of any state of facts existing or act or omission occurring, or any cause of action, suit or claim that, but for this Article VIII, would accrue or arise, prior to such amendment or repeal.

ARTICLE IX

Section 9.1. Waiver of Corporate Opportunity Doctrine. The Corporation renounces, in accordance with Section 122(17) of the DGCL, any application of the corporate opportunity doctrine in respect of the stockholders of the Corporation in their capacity as such.

ARTICLE X

Section 10.1. Non-Citizen Voting and Ownership Limitations. All shares of Common Stock and Preferred Stock of the Corporation (collectively, “Equity Securities”) shall be subject to the following limitations:

(A) Non-Citizen Voting and Ownership Limitations. In no event shall persons or entities who fail to qualify as a “citizen of the United States,” as the term is defined in Section 40102(a)(15) of Subtitle VII of Title 49 of the United States Code, as amended, in any similar legislation of the United States enacted in substitution or replacement therefor, and as interpreted by the U.S. Department of Transportation, its predecessors and successors, from time to time (“Applicable Transportation Law”), including any agent, trustee, or representative of such persons or entities (“Non-Citizens”) collectively, be entitled to own (beneficially or of record) and/or control more than (x) 24.9% of the aggregate voting power of all outstanding Equity Securities of the Corporation (the “Voting Cap Amount”) or (y) 49% of the total number of all outstanding shares of Equity Securities of the Corporation (the “Absolute Cap Amount,” and together with the Voting Cap Amount, the “Cap Amounts”).

(B) Enforcement of Cap Amounts. The restrictions imposed by the Cap Amounts shall be applied to each Non-Citizen in reverse chronological order based upon the date of registration (or attempted registration in the case of the Absolute Cap Amount) on the separate stock record maintained by the Corporation or any transfer agent for the registration of Equity Securities held by Non-Citizens (the “Foreign Stock Registry”) or the stock transfer records of the Corporation. At no time shall the shares of Equity Securities held by Non-Citizens be voted, unless such shares are registered on the Foreign Stock Registry. In the event that Non-Citizens shall own (beneficially or of record) and/or have voting control over any Equity Securities, the voting rights of such persons shall be subject to automatic suspension to the extent required to ensure that the Corporation is in compliance with applicable provisions of law and regulations relating to ownership and/or control of a United States air carrier, including Applicable Transportation Law. If Non-Citizens at any time collectively own (beneficially or of record) and/or control more than the Voting Cap Amount, the voting rights of the Equity Securities in excess of the Voting Cap Amount shall be automatically suspended in accordance with this Section 10.1(B) and Section 10.2 below. In the event that any transfer of Equity Securities to a Non-Citizen would result in Non-Citizens owning (beneficially or of record) and/or controlling more than the Absolute Cap Amount, such transfer shall be null and void ab initio and of no force and effect and shall not be recorded in the books and records of the Corporation, including the Foreign Stock Registry. Any determination as to ownership, control or citizenship made by the Board shall be conclusive and binding as between the Corporation and any stockholder.

Section 10.2. Foreign Stock Registry.

(A) The Corporation or any transfer agent shall maintain a separate stock record, designated the “Foreign Stock Registry,” for the registration of Equity Securities owned (beneficially or of record) and/or controlledby Non-Citizens. It is the duty of each stockholder who is a Non-Citizen to register his, her or its Equity Securities in the Foreign Stock Registry. The beneficial ownership or control of Equity Securities by Non-Citizens shall be determined in conformity with regulations prescribed from time to time by the Board, and a copy of such regulations shall be maintained by the Secretary of the Corporation and shall be furnished by the Corporation to any stockholder of the Corporation upon request therefor, without cost. Only Equity Securities that have been issued and are outstanding may be registered in the Foreign Stock Registry. The Foreign Stock Registry shall include (i) the name and nationality of each Non-Citizen owning (beneficially or of record) or controlling Equity Securities, (ii) the number of Equity Securities owned (beneficially or of record) or controlled by each such Non-Citizen and (iii) the date of registration of such Equity Securities in the Foreign Stock Registry.

(B) In no event shall Equity Securities owned (beneficially or of record) and/or controlled by Non-Citizens representing more than the Voting Cap Amount be voted. In the event that Non-Citizens shall collectively own (beneficially or of record) and/or have voting control over any Equity Securities, the voting rights of such persons shall be subject to automatic suspension to the extent required to ensure that the Corporation is in compliance with applicable provisions of law and regulations relating to ownership and/or control of a United States air carrier including Applicable Transportation Law. Voting rights of Equity Securities owned (beneficially or of record) and/or controlled by Non-Citizens shall be suspended in reverse chronological order based upon the date of registration (or attempted registration) in the Foreign Stock Registry. Such suspension of the voting rights shall automatically terminate upon the earlier of the (i) transfer of such Equity Securities to a person or entity who is a “citizen of the United States” (as such term is defined in the Applicable Transportation Law), or (ii) registration of such shares of Equity Securities on the Foreign Stock Registry, subject to the second sentence of Section 10.2(C).

(C) In the event that any transfer or issuance of Equity Securities to a Non-Citizen would result in Non-Citizens owning (beneficially or of record) and/or controlling more than the Absolute Cap Amount, such transfer or issuance shall be null and void ab initio and of no force or effect, and shall not be recorded in the Foreign Stock Registry or the stock records of the Corporation. In the event that the Corporation shall determine that the Equity Securities registered on the Foreign Stock Registry or otherwise registered on the stock records of the Corporation and owned (beneficially or of record) and/or controlled by Non-Citizens, taken together (without duplication), exceed the Absolute Cap Amount, such number of shares shall be removed from the Foreign Stock Registry and the stock records of the Corporation, as applicable, in reverse chronological order based on the date of registration (or attempted registration) in the Foreign Stock Registry and the stock records of the Corporation, as applicable, and any transfer or issuance that resulted in such event shall be deemed null and void ab initio and of no force or effect, such that the Foreign Stock Registry and the stock records of the Corporation, as applicable, reflect the ownership of shares without giving effect to any transfer or issuance that caused the Corporation to exceed the Absolute Cap Amount until the aggregate number of shares registered in the Foreign Stock Registry or otherwise registered to Non-Citizens is equal to the Absolute Cap Amount.

Section 10.3. Registration of Shares. Subject to any limitations or exceptions set forth in this Article X, registration of the ownership of Equity Securities by Non-Citizens shall be effected by written notice to, and in the form specified from time to time by, the Secretary of the Corporation. The order in which such shares shall be registered on the Foreign Stock Registry shall be chronological, based on the date the Corporation received a written notice to so register such shares; provided, that any Non-Citizen who purchases or otherwise acquires shares that are registered on the Foreign Stock Registry shall register such shares in its own name within 30 days of such acquisition, in which event such person or entity will assume the position of the seller of such shares in the chronological order of shares registered on the Foreign Stock Registry.

Section 10.4. Certification of Equity Securities.

(A) The Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection with the annual meeting or any special meeting of the stockholders of the Corporation, or otherwise) require a person or entity that is a holder of record of Equity Securities or that the Corporation knows to have, or has reasonable cause to believe has, beneficial ownership or control of Equity Securities to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person or entity:

(1) all Equity Securities as to which such person or entity has record ownership or beneficial ownership are owned and controlled only by “citizens of the United States” (as defined above in Section 10.1); or

(2) the number of Equity Securities of record or beneficially owned by such person or entity that are owned and/or controlled by Non-Citizens is as set forth in such certificate.

(B) With respect to any Equity Securities identified in response to clause (A)(2) above, the Corporation may require such person or entity to provide such further information as the Corporation may reasonably require in order to implement the provisions of this Article X.

(C) For purposes of applying the provisions of this Article X with respect to any Equity Securities, in the event of the failure of any person or entity to provide the certificate or other information to which the Corporation is entitled pursuant to this Section 10.4, the Corporation shall be entitled to presume that the Equity Securities in question are owned and/or controlled by Non-Citizens.

(D) Each certificate or other representative document for Equity Securities (including each such certificate or representative document for Equity Securities issued upon any permitted transfer of Equity Securities, securities convertible into or exchangeable for Equity Securities) shall contain a legend in substantially the following form:

THE [TYPE OF EQUITY SECURITIES] OF MESA AIR GROUP, INC. REPRESENTED BY THIS CERTIFICATE OR REPRESENTATIVE DOCUMENT ARE SUBJECT TO OWNERSHIP, CONTROL, AND VOTING RESTRICTIONS WITH RESPECT TO CERTAIN SECURITIES HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS “CITIZENS OF THE UNITED STATES” AS THE TERM IS DEFINED IN SECTION 40102(a)(15) OF SUBTITLE VII OF TITLE 49 OF THE UNITED STATES CODE, AS AMENDED, IN ANY SIMILAR LEGISLATION OF THE UNITED STATES ENACTED IN SUBSTITUTION OR REPLACEMENT THEREFORE, AND AS INTERPRETED BY THE UNITED STATES DEPARTMENT OF TRANSPORTATION, ITS PREDECESSORS AND SUCCESSORS, FROM TIME TO TIME. SUCH OWNERSHIP, CONTROL, AND VOTING RESTRICTIONS ARE CONTAINED IN THE CERTIFICATE OF INCORPORATION AND THE BYLAWS OF MESA AIR GROUP, INC., AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF SUCH CERTIFICATE OF INCORPORATION AND BYLAWS SHALL BE FURNISHED FREE OF CHARGE TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY UPON WRITTEN REQUEST TO THE SECRETARY OF MESA AIR GROUP, INC.

ARTICLE XI

Section 11.1. Severability. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XII

Section 12.1. Derivative Actions. The Corporation shall at all times have, and there is hereby established, a Litigation Demand Committee (as defined below) of the Board, which shall have the sole and exclusive power and authority of the Board, to the fullest extent permitted by law, to consider the merits of, investigate, review, consider and evaluate, and take and cause to be implemented all actions and make all such decisions and determinations with respect to, any litigation demands on the Board made by a stockholder in accordance with Delaware law to investigate or take any action with respect to any allegation or claim of any breach of fiduciary duty owed by any current or former director, officer, stockholder or other fiduciary of the Corporation or any affiliate thereof, as well as any other allegation or claim that may give rise to a derivative claim that may be brought by or on behalf of the Corporation or any affiliate thereof, and to make decisions and take actions with respect to any such demands, including, without limitation, with respect to whether to initiate or decline to initiate any action, suit or proceeding, or to pursue, continue, move to dismiss, settle, compromise, resolve or take other action with respect to, any such demand or threatened or pending derivative action. For purposes of this Article XII, “Litigation Demand Committee” means a committee of the Board composed entirely solely of one or more disinterested directors in office at any time and from time to time who are determined by the Board to meet the independence standards (but need not meet the financial literacy or financial expert qualifications) required to serve on an audit committee of a board of directors established by the Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder and by the national securities exchange on which the Common Stock is listed for trading. The Litigation Demand Committee may (and, if the Litigation Demand Committee deems warranted by the facts and circumstances in respect of any demand or threatened or pending derivative action for which a demand has been made to, or that is otherwise before, the Litigation Demand Committee, the Litigation Demand Committee shall) establish a subcommittee of the Litigation Demand Committee, which subcommittee shall have any or all of the powers and authority of the Litigation Demand Committee.

Section 12.2. Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if such court does not have subject matter jurisdiction, another state or federal court (as appropriate) located within the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents (iii) any action asserting a claim arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time), (v) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, or (vi) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL, in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States of America, including, in each case, the applicable rules and regulations promulgated thereunder. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

ARTICLE XIII

Section 13.1 The name and mailing address of the sole incorporator of the Corporation is Leslie A. Brault at 2525 East Camelback Road Suite 1000, Phoenix, Arizona 85016.

* * *

This Certificate of Incorporation shall become effective at 8:30 a.m. (Eastern Time) on November 25, 2025.

[Signature Page Follows]

IN WITNESS WHEREOF, being the incorporator hereinabove named, makes and files this Certificate of Incorporation and does hereby declare and certify that said instrument is her act and deed and that the facts stated herein are true, and accordingly has executed this Certificate of Incorporation this 18^th day of November, 2025.


By:		/s/ Leslie A. Brault
		Name: Leslie A. Brault
		Title: Sole Incorporator

Exhibit 99.1

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES


UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance sheets as of September 30, 2025 and December 31, 2024			2

Statements of operations for the nine months ended September 30, 2025 and 2024			3

Statements of mezzanine equity and shareholders’ equity for the nine months ended September 30, 2025 and 2024			4

Statements of cash flows for the nine months ended September 30, 2025 and 2024			5

Notes to unaudited condensed consolidated financial statements			6

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(UNAUDITED)

(In millions, except share and per share amounts)


	September 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	98.0	$	110.5
Marketable securities		172.0		191.5
Restricted cash		21.4		21.4
Receivables, net		15.3		9.8
Receivables—related parties		55.5		41.9
Inventories		66.9		63.0
Prepaid expenses and other current assets		15.4		15.2

Total current assets		444.5		453.3
Property and equipment, net		2,305.1		2,109.5
Operating lease right-of-use assets		112.1		122.9
Other non-current assets		44.5		47.1
Other non-current assets—related parties		30.3		35.0

TOTAL ASSETS	$	2,936.5	$	2,767.8

LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and finance leases	$	215.7	$	259.6
Current portion of operating lease liabilities		13.9		13.5
Accounts payable		40.7		37.2
Accrued liabilities		163.6		168.9
Accounts payable and accrued liabilities—related parties		24.0		9.9

Total current liabilities		457.9		489.1
Long-term debt and finance leases—less current portion		856.0		752.2
Operating lease liabilities—less current portion		107.1		117.6
Other non-current liabilities		43.9		44.8
Other non-current liabilities—related parties		55.8		41.8
Deferred income taxes		227.9		206.0

Total liabilities		1,748.6		1,651.5
COMMITMENTS AND CONTINGENCIES (Note 6)
MEZZANINE EQUITY (Note 7):
Restricted stock units, 74,169 authorized; 4,108 and 2,645 shares issued and outstanding, respectively		6.2		5.8

SHAREHOLDERS’ EQUITY:
Common stock, $0.001 par value; 1,025,831 shares authorized, and 1,000,000 shares issued and outstanding		—		—
Additional paid-in capital		478.0		478.0
Accumulated earnings		703.7		632.5

Total shareholders’ equity		1,181.7		1,110.5

TOTAL LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY	$	2,936.5	$	2,767.8

See accompanying notes to the unaudited condensed consolidated financial statements.

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

(In millions)


	Nine Months Ended September 30,
	2025			2024
REVENUES ⁽¹⁾	$	1,212.4		$	1,089.2
OPERATING EXPENSES:
Wages and benefits		549.3			500.2
Aircraft and engine rent		—			2.7
Maintenance and repair		199.8			200.3
Maintenance and repair—related parties		28.8			32.6
Depreciation and amortization		93.2			87.3
Other operating expense		206.2			162.2
Other operating expense—related parties		0.9			1.9

Total operating expenses		1,078.2			987.2
OPERATING INCOME		134.2			102.0
OTHER EXPENSE:
Investment income and other, net		7.1			0.4
Interest expense		(44.8	)		(43.7	)

Total other expense, net		(37.7	)		(43.3	)
INCOME BEFORE INCOME TAXES		96.5			58.7
INCOME TAX EXPENSE		25.3			16.1

NET INCOME	$	71.2		$	42.6

⁽¹⁾	Substantially all of the Company’s revenues are derived from related parties for the nine months ended September 30, 2025 and 2024. Refer to Note 8, Related Party Transactions.

See accompanying notes to the unaudited condensed consolidated financial statements.

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

(In millions, except share amounts)


	Mezzanine Equity					Common Stock				Additional Paid-In Capital		Accumulated Earnings		Total Shareholder’s Equity
	Shares		Amount			Shares		Amount		Additional Paid-In Capital		Accumulated Earnings		Total Shareholder’s Equity
Balance at January 1, 2025		2,645	$	5.8			1,000,000	$	—	$	478.0	$	632.5	$	1,110.5
Net income		—		—			—		—		—		27.1		27.1
Stock-based compensation		—		0.7			—		—		—		—		—

Balance at March 31, 2025		2,645		6.5			1,000,000		—		478.0		659.6		1,137.6
Net income		—		—			—		—		—		37.4		37.4
Issuance of restricted shares		1,463		0.9			—		—		—		—		—
Stock-based compensation		—		0.7			—		—		—		—		—

Balance at June 30, 2025		4,108		8.1			1,000,000		—		478.0		697.0		1,175.0
Net income		—		—			—		—		—		6.7		6.7
Reclassification to liability for award modification		—		(2.3	)		—		—		—		—		—
Stock-based compensation		—		0.4			—		—		—		—		—

Balance at September 30, 2025		4,108	$	6.2			1,000,000	$	—	$	478.0	$	703.7	$	1,181.7


	Mezzanine Equity				Common Stock				Additional Paid-In Capital		Accumulated Earnings		Total Shareholder’s Equity
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Earnings		Total Shareholder’s Equity
Balance at January 1, 2024		2,645	$	4.8		1,000,000	$	—	$	478.0	$	567.9	$	1,045.9
Net income		—		—		—		—		—		10.1		10.1
Stock-based compensation		—		0.1		—		—		—		—		—

Balance at March 31, 2024		2,645		4.9		1,000,000		—		478.0		578.0		1,056.0
Net income		—		—		—		—		—		17.5		17.5
Stock-based compensation		—		0.3		—		—		—		—		—

Balance at June 30, 2024		2,645		5.2		1,000,000		—		478.0		595.5		1,073.5
Net income		—		—		—		—		—		15.0		15.0
Stock-based compensation		—		0.3		—		—		—		—		—

Balance at September 30, 2024		2,645	$	5.5		1,000,000	$	—	$	478.0	$	610.5	$	1,088.5

See accompanying notes to the unaudited condensed consolidated financial statements.

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

(In millions)


	Nine Months Ended September 30,
	2025			2024
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	207.0		$	153.7
INVESTING ACTIVITIES:
Purchase of property and equipment ⁽¹⁾		(286.9	)		(142.0	)
Proceeds from insurance, sale of property, and other equipment		0.6			85.9
Pre-delivery deposits paid ⁽¹⁾		(11.8	)		(23.7	)
Purchases of marketable securities and investments		(137.5	)		(138.7	)
Proceeds from the sale of marketable securities		162.5			185.3

NET CASH USED IN INVESTING ACTIVITIES		(273.1	)		(33.2	)

FINANCING ACTIVITIES:
Proceeds from issuance of debt		235.2			91.6
Payments on debt and finance lease obligations		(179.0	)		(175.4	)
Payments on early debt extinguishment		—			(36.2	)
Other, net		(2.6	)		(1.5	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		53.6			(121.5	)

NET CHANGES IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(12.5	)		(1.0	)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period		131.9			113.5

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	119.4		$	112.5

CASH PAID FOR:
Interest, net of capitalized amounts	$	43.6		$	42.5
Income taxes, net of refunds		3.4			2.8
Amounts included in the measurement of operating lease liabilities		15.1			17.5
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Property and equipment acquired but not paid		6.3			6.6
Parts credits received from aircraft and engine manufacturers		4.1			0.9
Parts credits received from aircraft and engine manufacturers—related parties		1.1			0.4
Parts credits used from aircraft and engine manufacturers		—			0.5
Right-of-use assets modified or acquired under operating leases		(0.4	)		8.5

⁽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 $217.9 million and $113.3 million during the nine months ended September 30, 2025 and September 30, 2024, respectively.

See accompanying notes to the unaudited condensed consolidated financial statements.

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

1. ORGANIZATION & BUSINESS

Republic Airways Holdings Inc. (the ‘‘Company’’ or the ‘‘Parent’’) is a Delaware holding company conducting substantially all of its operations through its wholly-owned regional air carrier subsidiary, Republic Airways Inc. (‘‘Republic Airways’’ or the “Airline”). The Company regularly provides scheduled passenger service on approximately 1,100 flights daily to nearly 90 cities in the United States and Canada operating under the American Eagle, Delta Connection, and United Express brands through our 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”). Republic Airways exclusively operates the Embraer E170/175 family of aircraft among our Partners’ hub and focus cities.

The Company also operates its Leadership In Flight Training Academy (“LIFT Academy”) with a mission to attract a new generation of aviators 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. LIFT Academy has the capacity to train 500 future aviators in furtherance of its mission to attract new aviators to the profession.

Bryan Bedford, the Company’s former President and Chief Executive Officer, received Presidential nomination to the position of Administrator of the Federal Aviation Administration of the U.S. Department of Transportation by President Donald Trump. In connection with such nomination, Mr. Bedford retired from the Company effective July 1, 2025. Matthew Koscal, Executive Vice President and Chief Administrative Officer, was promoted to President and Chief Commercial Officer of the Company, and David Grizzle, Chairman of the Board of Directors of the Company, began serving as Chief Executive Officer upon Mr. Bedford’s retirement on July 1, 2025. The Company paid a cash payment of $16.2 million related to his employment contract. Upon effectiveness of his retirement, 7,308 RSUs were granted and 9,425 RSUs held by Mr. Bedford were all considered earned and vested immediately, resulting in additional compensation expense of $7.7 million. The Company recorded total expense of $18.8 million during the nine months ended September 30, 2025 related to Mr. Bedford’s separation and retirement.

On April 4, 2025, Republic Airways entered into an Agreement, Plan of Conversion, and Plan of Merger, (the “Merger Agreements” or “the Merger”) with Mesa Air Group, Inc. (“Mesa”). Mesa is to continue as the Surviving Corporation. Additionally, the legal entity is expected to be renamed Republic Airways Inc. with management of Republic Airways to be retained to run ongoing operations of the combined companies.

Concurrently with the execution and delivery of the Merger Agreements, the Company, Mesa, and United Airlines, among other parties, entered into a Three-Party Agreement (“TPA”), pursuant to which, among other things, the following actions to be completed at or prior to the closing of the Merger:

(i)

Termination of the United CPA 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, the proceeds of which are yet to be agreed in final form;

(iii)

Repayment of substantially all trade debts, long-term debts, and remaining liabilities of Mesa, utilizing the cash on hand and cash proceeds from asset sales set forth in item (ii) above. Upon depletion of Mesa cash applied for the full and final satisfaction of trade debts, long-term debts, and remaining liabilities, United Airlines shall (a) forgive the remaining obligations outstanding or (b) provide a one-time cash payment for funding at Merger closing sufficient to discharge any further amounts outstanding;

(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, however, assignable to United Airlines to the extent a transfer cannot otherwise be completed;

(v)

Extension of certain CPA terms between Mesa and United Airlines, including enhanced/increased rates retrospectively from January 2025 and extending through March 2026. The extension of such terms is contingent upon successful completion of the Merger, and enhance the ability of Mesa to discharge those debts set forth in item (iii), and will be terminated pursuant to item (i) concurrently with closing of the Merger; and

(vi)

Issuance of the Incremental Shares which constitute Mesa common stock, par value $0.001 following the conversion of Mesa from a Nevada corporation to a Delaware corporation, equivalent to approximately 6% of the issued and outstanding shares of Mesa common stock, which shares will (a) first become available to United Airlines in exchange for the forgiveness and repayment of certain debts and obligations of Mesa, referred to throughout the proxy statement/prospectus as the “Net Debt Amount;” (b) second, to the extent any of the remainder become available to the Surviving Corporation to repay certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to stockholders of Mesa immediately prior to consummation of the Merger and merger-related agreements.

Additionally, Republic Airways and United Airlines entered into a CPA for the operation of 60 E175 aircraft. The CPA became effective contemporaneously with closing of the Merger for a duration of 10 years.

During the nine months ended September 30, 2025, the Company acquired nine new E175 aircraft placed into service under United Airlines and additionally repositioned eight E170 aircraft from United Airlines to American Airlines upon scheduled expiry of the United Airlines CPA term. Additionally, the Company removed one E175 from the Delta Air Lines CPA and removed one additional E170 from the United Airlines CPA during the nine months ended September 30, 2025, under modification and transition to new CPA arrangements. Aircraft committed to each of our Partner Airlines’ operations as of September 30, 2025 are as follows:


Aircraft ⁽¹⁾	American Airlines		Delta Air Lines		United Airlines		Total Aircraft Committed
E170		44		11		6		61
E175		79		46		60		185

		123		57		66		246

⁽¹⁾	Represents the minimum contracted fleet out of a total of 248 aircraft as of September 30, 2025, excluding two unallocated spare aircraft.

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. Intercompany transactions and balances have been eliminated in consolidation.

The Company’s financial position, results of operations, and cash flows are representative of actual events, circumstances, and transactions giving effect to the Company’s financial records during the periods presented. 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, 2025. 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, 2024.

Mezzanine Equity—During the year ended December 31, 2020, the Company adopted the 2020 Omnibus Incentive Plan in which restricted stock units (“RSUs”) were issued to members of the board of directors and key members of management. RSUs are conditionally redeemable upon the occurrence of events that are not solely within control of the issuer of the securities. As such, RSUs are classified as mezzanine (temporary) equity as to convey that these shares may not have a permanent equity classification. See Note 7, Mezzanine Equity and Share Based Compensation.

U.S. Treasury Warrants—U.S. Treasury Warrants are recognized at fair value and adjusted at each reporting date thereafter using the Black-Scholes option pricing model and other recent market information with the comparison of stock prices of select airlines of similar size and/or an income approach to determine the fair value of the equity of the Company, representing a Level 3 fair value measurement as defined in the Accounting Standard Codification (“ASC”) 820, Fair Value Measurement, fair value hierarchy. The Company recorded a $2.8 million gain for fair value adjustments during the nine months ended September 30, 2025. The amounts recorded for fair value adjustments during the year ended December 31, 2024 were not material.

Recent accounting pronouncements—The recent accounting pronouncements are listed with adoption dates for publicly traded companies, as the Company maintains an accelerated public company adoption timeline for new accounting standards and updates.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09—Improvement to Income Tax Disclosures (Topic 740), to provide clarifying guidance on the transparency of income tax disclosures. ASU 2023-09 is effective for public entities for annual reporting periods after December 15, 2024. The Company is currently evaluating the impact the standard will have to the consolidated financial statements and related disclosures.

In November 2024, the FASB issued 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 consolidated financial statements and related disclosures.

In May 2025, the FASB issued ASU 2025-03—Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). ASU 2025-03 is effective for public entities for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company early adopted ASU 2025-03 on January 1, 2025, and the impact of the implementation to the consolidated financial statements was not material.

In July 2025, the FASB issued ASU 2025-05—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for the measurement of expected credit losses in current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for public entities for fiscal years and interim periods beginning after

December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the 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): Targets Improvements to the Accounting for Internal-Use Software, which provides a modernized approach to accounting for internal-use software costs under ASC 350 by removing references to project stages. ASU 2025-06 is effective for public entities for fiscal years and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the consolidated financial statements and related disclosures.

3. REVENUE RECOGNITION

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. Regional jet services represent a series of distinct services accounted for as a single performance obligation satisfied over time as flights are completed. 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 Partners for direct expenses incurred such as qualifying maintenance activities, property taxes, and miscellaneous operating expenses. The Company refers to Partner reimbursements as “pass-through 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 and are not included in the condensed consolidated financial statements. Certain charges such as fuel and landing fees are generally paid directly by our Partner Airlines, although the charges were incurred by the Company in our ongoing operations. The Company refers to these charges as “Partner direct charges.”

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.

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 derived from our CPAs are disaggregated by Partner Airline for the nine months ended September 30, 2025 and 2024 as follows:


	Nine Months Ended September 30,
(in millions)	2025		2024
American Airlines	$	531.0	$	462.7
Delta Air Lines		306.7		282.9
United Airlines		356.0		329.8
Other		18.7		13.8

Total revenues	$	1,212.4	$	1,089.2

During the nine months ended September 30, 2025 and 2024, regional jet service revenue along with the embedded lease ownership component comprise approximately 99% of total revenue and is disaggregated below.


	Nine Months Ended September 30,
(in millions)	2025		2024
Regional jet service revenue	$	968.6	$	860.6
Lease revenue ⁽¹⁾		225.1		214.8
Other revenue		18.7		13.8

Total revenues	$	1,212.4	$	1,089.2

⁽¹⁾	Certain of our CPAs include embedded leases for the right-of-use of our regional jet aircraft. The corresponding rental income is classified herein.

LIFT Academy recorded tuition revenue of $17.8 million and $13.5 million during the nine months ended September 30, 2025 and 2024, respectively. Tuition from students is recorded to accrued liabilities in the condensed consolidated balance sheets and is recognized on a systematic basis as students progress throughout their respective training programs.

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 our fixed-fee CPAs 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 our customers. The Company records provisions for credit losses using an expected credit losses model on the basis of specific identification and historical collection experience. Credit losses for the nine months ended September 30, 2025 and 2024 were not material. 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. Contract assets of $30.3 million and $34.4 million are recorded to other non-current assets—related parties in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 and have been appropriately reduced for the applicable financing component.

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 the 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.

Current and non-current deferred revenues are contract liabilities and are recorded to accrued liabilities—related parties and other non-current liabilities—related parties, respectively, in the condensed consolidated balance sheets. The Company recognized $11.4 million and $9.5 million of the deferred revenue to revenues in the condensed consolidated statements of

operations during the nine months ended September 30, 2025 and 2024, respectively, which was previously recorded in contract liabilities as of December 31, 2024 and 2023. Current contract liabilities were $21.2 million and $22.7 million as of September 30, 2025 and December 31, 2024, respectively. Non-current contract liabilities were $55.8 million and $41.8 million as of September 30, 2025 and December 31, 2024, respectively.

4. 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 our 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 our Partner Airlines obtain substantially all of the economic benefit from our aircraft committed to our Partners. The Company mitigates the risk from residual and undeployed leased assets in the event of default of one of our Partners 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 aircraft leased directly by our Partners (“Partner-Controlled Aircraft”).

Rental revenue from operating leases for each of the next five years and total of the remaining lease terms as of September 30, 2025:


(in millions)	Revenue Recognition
2025	$	84.1
2026		288.9
2027		280.0
2028		250.7
2029		225.1
Thereafter		623.3

Total	$	1,752.1

5. FAIR VALUE MEASUREMENTS

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


	As of September 30, 2025
(in millions)	Recorded Balance			Level 1		Level 2		Level 3
Cash, cash equivalents, and restricted cash	$	119.4		$	119.4	$	—	$	—
Marketable securities		172.0			172.0		—		—
EVE investments		15.0			3.8		—		11.2
U.S. Treasury Warrants		(2.9	)		—		—		(2.9	)

Total	$	303.5		$	295.2	$	—	$	8.3


	As of December 31, 2024
(in millions)	Recorded Balance			Level 1		Level 2		Level 3
Cash, cash equivalents, and restricted cash	$	131.9		$	131.9	$	—	$	—
Marketable securities		191.5			191.5		—		—
EVE investments		18.7			5.4		—		13.3
U.S. Treasury Warrants		(6.8	)		—		—		(6.8	)

Total	$	335.3		$	328.8	$	—	$	6.5

The Company recorded no non-recurring fair value measurements for the nine months ended September 30, 2025 and 2024.

During the nine months ended September 30, 2025, the U.S. Department of Treasury exercised 8,092 of their existing Warrants for Republic Airways common stock, cash settled for total disbursements of $1.1 million. Remaining U.S. Treasury Warrants outstanding as of September 30, 2025 were 17,739, exercisable through July 15, 2026.

The following table presents the implied volatility, which is the unobservable input, used in the determination of fair value of Level 3 investments for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
EVE Investment		61.3	%		69.4	%
U.S. Treasury Warrants		77.1			76.9

6. COMMITMENTS AND CONTINGENCIES

The Company’s long-term commitments primarily include lease obligations (see Note 4, Leases), long-term maintenance agreements, and purchase commitments, among others.

Purchase commitments—The Company has a commitment with Embraer S.A. to purchase 75 E175 or second generation E175 aircraft, 38 of which have been delivered and five of which have been cancelled as of September 30, 2025. In April 2025, the Company executed an amendment to the 2018 commitment purchase agreement with Embraer S.A. to conform to current

economic conditions and extend the delivery schedule of certain committed aircraft. The remaining 32 aircraft are expected to be delivered throughout the remainder of 2025 and through to 2028.

During the nine months ended September 30, 2025, the Company reached agreement for funding commitments for aircraft and engine deliveries expected to be delivered during 2025 and 2026. Structured commitments provide funding for a portion of the total cost and are secured by the related equipment. As of September 30, 2025, the remaining maximum borrowings allowable under the agreements are $172.9 million.

During the year ended December 31, 2023, the Company completed the initial phase of three phases of a new flight training campus and corporate headquarters in Carmel, Indiana (the “Aviation Campus”). The Aviation Campus includes a training center that will be used to perform substantially all of our 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 that will be used exclusively by our associates in training. During the year ended December 31, 2024, the second phase of the Aviation Campus was completed, including a parking garage. In October of 2025, the Company reached agreement for the construction of additional hotel rooms at our Aviation Campus which will serve as overnight accommodations used exclusively by our associates in training. The third phase of construction for the Aviation Campus has commenced and is expected to be completed during the year ending December 31, 2026.

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


	Payment Due by Period
(in millions)	Remaining in 2025		2026		2027		2028		2029		Thereafter		Total
Aircraft and other equipment under purchase obligations	$	108.5	$	414.2	$	119.6	$	262.1	$	—	$	—	$	904.4
Aviation Campus		22.2		23.0		—		—		—		—		45.2

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, judgements, 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, 2025 and December 31, 2024. While the Company cannot predict the outcome of these events with certainty, management does not believe pending legal matters would have a material effect on our results of operations, cash flows, or financial position.

7. MEZZANINE EQUITY AND SHARE BASED COMPENSATION

During the year ended December 31, 2020, the Company adopted the 2020 Omnibus Incentive Plan and issued RSUs to the Company’s board of directors. RSUs vest immediately with a contractual sale restriction until March 15, 2026, unless a liquidity event or termination of the participant’s service to the Company’s board of directors occurs earlier. In the event a market does not exist for the RSUs, the agreement provides certain put rights for the RSUs to be put to the Company at fair market value. The put rights require these RSUs be classified in mezzanine equity. The amount presented in mezzanine equity at each balance sheet date is based on the accumulated expense of the RSUs in accordance with ASC 718, Compensation—Stock Compensation. The

Company issued 1,463 RSUs under the 2020 plan during the nine months ended September 30, 2025, at an estimated grant date fair value of $600 per share. No RSUs were issued during the nine months ended September 30, 2024.

Additionally, since 2020, the Company has issued 12,375 RSUs to certain members of management of the Company. The RSUs include a market condition that could decrease the number of RSUs to be issued if the fair market value of the Company does not increase over 30% by December 31, 2025. The RSUs also included a performance condition multiplier up to 300% of the RSUs issued based on the incurrence of a liquidity event as determined by the Company’s board of directors and an increase in the fair market value of the Company as of the liquidity event date. The performance condition was not probable to occur as of September 30, 2025 and December 31, 2024 and therefore no expense has been recognized related to the remaining performance condition. If no liquidity event occurs, these RSUs will vest on December 31, 2025, unless termination of employment occurs earlier. In certain conditions, if participant employment terminates with the Company and a market does not exist for the RSUs, the agreement provides certain put rights for the RSUs to be put to the Company at fair market value. The estimated grant date fair value of each RSU using a Monte Carlo simulation model considering the market condition but not including the performance condition was $292.60 per share. The Company presents all share-based compensation in mezzanine equity at each balance sheet date based on the accumulated expense of the RSUs at the grant date in accordance with ASC 718, Compensation— Stock Compensation.

The Company will record cumulative stock-based compensation expense related to the RSUs with performance-based vesting conditions in the period when its liquidity event is completed as well as the acceleration of the vesting of the award. The Company expects to record an additional $2.1 million of stock-based compensation expense related to these RSUs during the year ended December 31, 2025 from satisfaction of performance conditions.

In addition, during the nine months ended September 30, 2025, the Company granted 4,918 RSUs to certain key members of management of the Company. The RSUs include a vesting condition and vest ratably each year over a three-year vesting period. The agreement provides certain put rights for the RSUs to be put to the Company at fair market value. The estimated grant date fair value of each RSU was $600 per share.

As of September 30, 2025, the total unrecognized compensation cost related to non-vested RSUs not including the Republic Integration RSUs, as discussed below, that the Company expects to recognize over a weighted average of approximately one year was $1.2 million. The Company accounts for forfeitures as they occur.

Also, during the nine months ended September 30, 2025, Republic granted 29,427 RSUs to certain key members of management, which are subject to both time- and performance-based vesting conditions (the “Republic Integration RSUs”). The time-vesting Republic Integration RSUs vest in equal installments on the third and fourth anniversaries of closing of a contemplated liquidity event (“Closing”), subject to continued employment of the RSU holder. The performance-vesting Republic Integration RSUs vest, subject to continued employment, in one-third tranches upon achievement of specified operational milestones. Compensation expense will begin to be recorded upon resolution of contingent vesting conditions, which coincides with the Closing. The Company expects to record $12.4 million over four years starting at the Closing and $5.3 million related to performance conditions will begin to be recorded as each performance condition becomes probable over the expected time period to achieve the respective performance condition. If the Closing does not occur or the Merger Agreement is terminated, all Republic Integration RSUs will be immediately forfeited for no consideration.

In connection with Mr. Bedford’s retirement from the Company, effective July 1, 2025, 9,425 RSUs held by Mr. Bedford, previously classified as mezzanine equity, were modified, and an additional 7,308 RSUs were granted. All RSUs were considered earned and vested immediately. The awards are classified as liability awards as of September 30, 2025, as they are mandatorily redeemable as defined in ASC 470, Debt. The recognition of Mr. Bedford’s awards resulted in $7.7 million of additional compensation expense during the nine months ended September 30, 2025.


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Unvested at December 31, 2024		20,275		$	292.60
Granted		41,653			600.00
Vested		(7,308	)		600.00
Modified and Vested		(9,425	)		355.38
Forfeited		(400	)		292.60

Unvested at September 30, 2025		44,795		$	515.08

8. RELATED PARTY TRANSACTIONS

The Company is a closely held private company, and related parties include our Partner Airlines and an original equipment manufacturer (the “Related Parties”), with whom the Company has 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 our capacity purchase relationships, certain aircraft leasing commitments, and aircraft maintenance activities, which in turn, generate balances due to or due from our Related Parties.

Each of the Company’s Partner Airlines comprise the following revenues for the nine months ended September 30, 2025 and 2024 and receivables as of September 30, 2025 and December 31, 2024:


Concentration Base	American Airlines			Delta Air Lines			United Airlines
Revenues for the nine months ended:
September 30, 2025		44	%		25	%		29	%
September 30, 2024		42	%		26	%		30	%
Receivables as of:
September 30, 2025		18	%		51	%		9	%
December 31, 2024		29	%		34	%		19	%

9. SUBSEQUENT EVENTS

The Company evaluated subsequent events through November 14, 2025, the date the condensed consolidated financial statements were available to be issued.

During the month ended October 31, 2025, the Company took delivery of and placed into service one new E175 aircraft and obtained $21.4 million in borrowings secured by the aircraft with maturity in 2037.

Additionally, during the month ended November 30, 2025, the Company agreed to a 90-day extension of the maturity date of a U.S. Treasury Warrant representing 13,976 shares of the Republic Airways common stock with original maturity of November 6, 2025.

*****

Exhibit 99.2

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

The following unaudited Management’s Discussion and Analysis of Financial Condition and Results of Operations represents supplemental discussion of certain measurements deemed significant by management of Republic Airways Holdings Inc. (the “Company”) and its subsidiaries in the evaluation of business results as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024. The opinions and views expressed in this commentary are strictly those of management of Republic Airways Holdings Inc. and should not be construed in any other form or fashion.

The unaudited Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial measures, in particular, earnings before interest expense, investment income and other, net, income taxes, and depreciation and amortization (“Adjusted EBITDA”) and earnings before interest expense, investment income and other, net, income taxes, depreciation and amortization, and aircraft and engine rent (“Adjusted EBITDAR”), which do not conform to the standards set forth under accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). Management of the Company included these non-GAAP financial measures as they provide an enhanced understanding of the Company’s performance, profitability, and the ability to generate cash flows. Non-GAAP financial measures should not be construed as a substitute for U.S. GAAP financial measures and should be read in and used in conjunction with the comparable U.S. GAAP measures. The accompanying unaudited consolidated financial statements are included as Exhibit 99.1 to the Current Report on Form 8-K to which this exhibit relates.

The commentary that follows may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results could materially differ from those anticipated due to inherent uncertainty associated with future anticipated results.

Results of Operations

Republic Airways Holdings Inc. (the ‘‘Company’’ or the ‘‘Parent’’) is a Delaware holding company conducting substantially all of its operations through its wholly-owned regional air carrier subsidiary, Republic Airways Inc. (‘‘Republic Airways’’ or the “Airline”). The Airline regularly provides scheduled passenger service on approximately 1,100 flights daily to nearly 90 cities in the United States and Canada operating under the American Eagle, Delta Connection, and United Express brands through 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”). Republic Airways exclusively operates the Embraer E170/175 family of aircraft among our Partners’ hub and focus cities.

Bryan Bedford, the Company’s former President and Chief Executive Officer, received Presidential nomination to the position of Administrator of the Federal Aviation Administration of the U.S. Department of Transportation by President Donald Trump. In connection with such nomination, Mr. Bedford retired from the Company effective July 1, 2025. Matthew Koscal, Executive Vice President and Chief Administrative Officer, was promoted to President and Chief Commercial Officer of the Company, and David Grizzle, Chairman of the Board of Directors of the Company, began serving as Chief Executive Officer upon Mr. Bedford’s retirement on July 1, 2025. The Company paid a cash payment of $16.2 million related to Mr. Bedford’s employment contract. Upon effectiveness of his retirement, 7,308 restricted stock units (“RSUs”) were granted and 9,425 RSUs previously held by Mr. Bedford were all considered earned and vested immediately, resulting in additional compensation expense of $7.7 million. The Company recorded total expense of $18.8 million during the nine months ended September 30, 2025 related to Mr. Bedford’s separation and retirement.

On April 4, 2025, the Company and Mesa Air Group, Inc. (“Mesa”), entered into the Agreement, Plan of Conversion and Plan of Merger (collectively, the “Merger Agreement”) pursuant to which the Company expected to merge with and into Mesa (the “Merger”). The merged company is herein referred to as the Surviving Corporation. On November 25, 2025, Mesa consummated the transactions contemplated by the previously disclosed Merger Agreement with the Company.

Upon closing of the Merger, the Surviving Corporation was renamed Republic Airways Holdings Inc. and is led by executive leadership of the Company. The Company designated six of seven directors to the Surviving Corporation Board of Directors, while Mesa designated one of seven directors. Following the completion of the Merger, the business conducted by the Surviving Corporation became primarily the business conducted by Republic Airways Holdings Inc. The Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission (“SEC”) on December 1, 2025, sets forth certain additional information regarding the Merger.

Additional information regarding the Merger is included in the accompanying Form 8-K/A and the accompanying interim financial information of Republic Airways Holdings Inc. as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 and 2024 attached hereto.

Results for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

The following table sets forth information regarding our operating results for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024:


	Nine Months Ended
(in millions)	September 30, 2025			September 30, 2024			$ Variance			% Variance
Revenues	$	1,212.4		$	1,089.2		$	123.2			11.3	%
Operating expenses:
Wages and benefits		549.3			500.2			49.1			9.8
Aircraft and engine rent		—			2.7			(2.7	)		NM
Maintenance and repair		228.6			232.9			(4.3	)		(1.8	)
Depreciation and amortization		93.2			87.3			5.9			6.8
Other		207.1			164.1			43.0			26.2

Total operating expenses		1,078.2			987.2			91.0			9.2

Operating income		134.2			102.0			32.2			31.6
Total other expense, net		(37.7	)		(43.3	)		5.6			(12.9	)

Income before income taxes		96.5			58.7			37.8			64.4
Income tax expense		25.3			16.1			9.2			57.1

Net income	$	71.2		$	42.6		$	28.6			67.1

Adjusted EBITDA ⁽¹⁾	$	227.4		$	189.3		$	38.1			20.1	%
Adjusted EBITDA % ⁽¹⁾		18.8	%		17.4	%		NM			1.4 pts
Adjusted EBITDAR ⁽¹⁾		227.4		$	192.0		$	35.4			18.4	%
Adjusted EBITDAR % ⁽¹⁾		18.8	%		17.6	%		NM			1.2 pts

⁽¹⁾

Adjusted EBITDA represents net income before interest expense, investment income and other, net, income taxes, and depreciation and amortization expense. Adjusted EBITDAR represents net income before interest expense, investment income and other, net, income taxes, depreciation and amortization expense, and aircraft and engine rent. Adjusted EBITDA and Adjusted EBITDAR are included as supplemental disclosures because our senior management believes that they are well-recognized performance and valuation metrics in the airline industry and frequently used by companies, investors, securities analysts, and other interested parties in comparing industry participants. 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 summarizes certain operating data that we believe are useful indicators of our operating performance for the nine months ended September 30, 2025 and 2024. Management believes block hours, departures, and average daily utilization of each aircraft are our primary measures in evaluating aircraft production, incurrences of revenues and operating expenses, and efficiency of the Airline.


	Nine Months Ended September 30,
Operating Highlights	2025		2024		% Variance
Aircraft committed to Republic’s Partners operations at period end ⁽¹⁾		246		236		4.2	%
Block hours ⁽²⁾		501,015		430,401		16.4
Departures		269,097		235,647		14.2
Average daily utilization of each aircraft (hours) ⁽³⁾		9.6		8.3		15.7
Average length of aircraft haul (miles)		489		488		0.2

(1)	Excludes two and one unallocated spare aircraft as of September 30, 2025 and 2024, respectively.

(2)	Reflects hours of aircraft movement from gate to gate (including taxi time before takeoff and after landing) until the aircraft comes to rest at the next point of landing.

(3)	Reflects average daily utilization in block hours (aircraft movement from gate to gate, including taxi time) for the greater of actual in-service scheduled aircraft or minimum contracted scheduled aircraft, if applicable.

Revenues

Revenues increased $123.2 million or 11.3% to $1,212.4 million for the nine months ended September 30, 2025 compared to $1,089.2 million for the nine months ended September 30, 2024, primarily related to a $101.8 million increase in Carrier-Controlled Revenue (“CCR”) attributable to the increase in flying when compared to the nine months ended September 30, 2024. Additionally, there is a $22.6 million annual escalation increase in CCR rates during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Operating expenses

Wages and benefits expense increased $49.1 million or 9.8% to $549.3 million for the nine months ended September 30, 2025 compared to $500.2 million for the nine months ended September 30, 2024. The increase is primarily attributable to a $40.6 million increase in salaries and wages partially due to an increase in block hour production, predominately impacting wages for crews and maintenance technicians, as well as an increase in payroll tax expense.

Depreciation and amortization expense increased $5.9 million or 6.8% to $93.2 million for the nine months ended September 30, 2025 compared to $87.3 million for the nine months ended September 30, 2024. The increase is due to the delivery of six E175 aircraft and the purchase of three previously leased aircraft in the second half of 2024 and the delivery of nine E175 aircraft during the nine months ended September 30, 2025, which increased total aircraft basis and, in turn, depreciation and amortization expense when compared to the nine months ended September 30, 2024.

Other operating expense increased $43.0 million or 26.2% to $207.1 million for the nine months ended September 30, 2025 compared to $164.1 million for the nine months ended September 30, 2024. The increase is primarily due to an increase of $13.5 million in professional fees caused by an increased work scope related to the Merger and a $7.9 million increase in travel expenses caused by increased block hour production. Additional increases were related to a $17.1 million increase in severance during the nine months ended September 30, 2025 primarily from the retirement and separation of Mr. Bedford.

Other expense, net

Other expense, net is comprised of interest expense on secured and unsecured debt obligations, realized and unrealized gains and losses on fair value adjustments to marketable securities and non-current investments, warrants, put options, and early debt

extinguishments. In addition, we hold a minority interest in Hyannis Air Service Inc. d/b/a Cape Air and Nantucket Airlines (“Cape Air”). Our proportionate share of income or losses of Cape Air are recorded to investment income and other, net in the accompanying condensed consolidated statements of operations. Other expense, net decreased $5.6 million or 12.9% to $37.7 million for the nine months ended September 30, 2025 compared to $43.3 million for the nine months ended September 30, 2024, primarily due to a $5.5 million gain in the valuation of our EVE Holdings Inc. (“EVE”) investments and a $2.9 million gain in the valuation of U.S. Treasury warrants. This is coupled with additional gains of $0.3 million for Republic’s investment in Cape Air, and offset by a $2.6 million decrease in marketable securities from a reduction in unrealized and realized gains.

We recorded income tax expense of $25.3 million at a 26.2% effective tax rate for the nine months ended September 30, 2025 compared to $16.1 million at a 27.4% effective tax rate for the nine months ended September 30, 2024. Our effective tax rates differ from statutory rates primarily due to state income taxes, valuation allowances on state net operating losses, and certain non-deductible expenses.

Liquidity and Capital Resources

We require cash to fund our operating expenses and working capital requirements, including outlays to fund capital expenditures, aircraft pre-delivery deposit payments, maintenance expenses, and debt service obligations, including principal and interest payments. Our cash needs vary from period to period, primarily based on the timing and costs of significant maintenance events and capital expenditures. Our principal sources of liquidity are cash on hand and liquid investments, including cash generated from operations, investments in marketable securities, and funds raised from external borrowings. In the near term, we expect to fund our primary cash requirements through cash generated from operations, cash and cash equivalents on hand (including our investments in marketable securities), and funds from new borrowings on aircraft deliveries and our aviation campus. There is no assurance that we will be successful in securing any additional liquidity from third-party creditors. We believe that cash flow from operating activities coupled with existing cash, cash equivalents, and marketable securities will be adequate to fund our operating and capital needs through at least the next 12 months.

As of September 30, 2025, we had a working capital deficit of $13.4 million. The airline industry is highly capital intensive due to the nature and financing methods for our fleet assets used to generate operating cash flows. If we fail to generate sufficient funds from operations to repay such obligations, we may need to raise capital through the issuance of equity or obtain or refinance borrowings to meet our existing obligations. There can be no assurance that such equity transactions or borrowings will be available or, if available, will be at terms, rates, or prices acceptable to us. We have $632.7 million of net book value in unencumbered assets that include land, building, engines, and aircraft as of September 30, 2025. We believe that the fair market value for these assets exceeds the book value.

The following table summarizes our total cash and marketable securities as of September 30, 2025 and December 31, 2024 as well as our operating, investing, and financing cash flow activities for the nine months ended September 30, 2025 and 2024:


(in millions)	September 30, 2025		December 31, 2024		$ Variance			% Variance
Cash, cash equivalents, and restricted cash	$	119.4	$	131.9	$	(12.5	)		(9.5	)%
Marketable securities		172.0		191.5		(19.5	)		(10.2	)

Total	$	291.4	$	323.4	$	(32.0	)		(9.9	)%


	Nine Months Ended
(in millions)	September 30, 2025			September 30, 2024			$ Variance			% Variance
Net cash provided by operating activities	$	207.0		$	153.7		$	53.3			34.7	%
Net cash used in investing activities		(273.1	)		(33.2	)		(239.9	)		NM
Net cash provided by (used in) financing activities		53.6			(121.5	)		(175.1	)		NM

During the nine months ended September 30, 2025, total cash, cash equivalents, restricted cash, and marketable security positions decreased $32.0 million or 9.9% to $291.4 million compared to $323.4 million as of December 31, 2024.

Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

Net cash provided by operating activities increased $53.3 million or 34.7% to $207.0 million during the nine months ended September 30, 2025 from $153.7 million during the nine months ended September 30, 2024. The increase is attributable to an increase in income before income taxes and depreciation and amortization expense when compared to the nine months ended September 30, 2024, along with changes in working capital accounts from the timing of collection of receivables and settlement of liabilities.

Net cash used in investing activities increased $239.9 million to $273.1 million net cash used during the nine months ended September 30, 2025 from $33.2 million net cash used during the nine months ended September 30, 2024. The increase is primarily due to the redemption of $162.5 million of marketable securities and investments during the nine months ended September 30, 2025 compared to the redemption of $185.3 million of marketable securities and investments during the nine months ended September 30, 2024. Additionally, the Company acquired nine E175 regional aircraft during the nine months ended September 30, 2025 compared to the acquisition of four E175 aircraft during the nine months ended September 30, 2024. This is further offset by the sale of six E175 aircraft during the nine months ended September 30, 2024.

Net cash provided by (used in) financing activities changed $175.1 million to $53.6 million net cash provided for the nine months ended September 30, 2025 from $121.5 million net cash used for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we obtained secured borrowings resulting in cash

inflows of $235.2 million, compared to obtaining secured borrowings resulting in cash inflows of $91.6 million during the nine months ended September 30, 2024. This is combined with the accelerated payment and early debt extinguishment for aircraft-related notes of $36.2 million during the nine months ended September 30, 2024.

* * * * *

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 4, 2025, Republic Airways Holdings Inc. (“Legacy Republic”) and Mesa Air Group, Inc. (“Mesa”), entered into the Agreement, Plan of Conversion and Plan of Merger (the “Merger Agreement”) pursuant to which Legacy Republic expected to merge with and into Mesa. On November 25, 2025, Mesa consummated the transactions contemplated by the previously disclosed Merger Agreement with Legacy Republic.

Upon closing of the Merger, the Surviving Corporation (the “Company”) was renamed Republic Airways Holdings Inc. and is led by executive leadership of Legacy Republic. Legacy Republic designated six of seven directors to the Surviving Corporation Board of Directors, while Mesa designated one of seven directors. Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Legacy Republic. The Current Report on Form 8-K, filed by the Company with the SEC on December 1, 2025, sets forth certain additional information regarding the Merger.

Concurrently with the execution and delivery of the Merger Agreement, Republic, Mesa, and United Airlines, Inc. (“United Airlines”), among other parties, entered into the Three Party Agreement, pursuant to which, among other things: (i) Mesa agreed to take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities, and effectuate certain related transactions; (ii) United Airlines agreed to take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i); (iii) Mesa, following the Closing (and in all events immediately following the Effective Time), will conduct the Escrow Issuance; and (iv) United Airlines will reimburse the Surviving Corporation for certain specified costs and expenses. See Note 1, Description of the Merger, to the unaudited pro forma condensed combined financial information.

Upon effectiveness of the Merger, Legacy Republic stockholders retained an 88% interest in the Company, and pre-closing Mesa stockholders retained a 6% interest in the Company with the ability to acquire additional equity interests up to 6% of the Surviving Corporation, totaling up to approximately 12% in the aggregate, conditioned upon Mesa’s satisfaction of certain pre-closing criteria as set forth in the Three Party Agreement. Shares equivalent to the remaining unallocated 6% interest in the Company, upon completion of the Merger were delivered into escrow for allocation in the manner set forth in the Three Party Agreement (the “Escrow Shares”), subject to completion within 60 days of the Merger. Final allocation of Escrow Shares is determined by (i) obligations forgiven or repaid by United Airlines and (ii) the price per common share of Mesa following the 60 day period after closing of the Merger (the “Share Settlement Date” as defined in the Three Party Agreement), determined using a calculated average share price leading up to the Share Settlement Date. Obligations expected to be forgiven and/or repaid by United Airlines were estimated at $54.2 million at the consummation of the Merger. Actual amounts may change until the Share Settlement Date, as the allocation of Escrow Shares is not yet complete.

On September 24, 2025, Mesa effected a change in its fiscal year historically ending on September 30 to align with the fiscal year of Republic 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 effected a 15-for-1 reverse stock split of its common stock (the “Reverse Stock Split”). The unaudited pro forma condensed combined financial information includes the effect of the 15-for-1 reverse stock split.

Further, on November 25, 2025, the Company entered into a new 10-year Capacity Purchase Agreement (the “CPA”) with United Airlines and Mesa Airlines, Inc. (“Mesa Airlines”), to operate 60 E175 aircraft owned by United Airlines and operated by the Company. The CPA in effect immediately prior to consummation of the Merger between Mesa and United Airlines was terminated.

The following unaudited pro forma condensed combined financial information and accompanying notes are prepared for illustrative purposes and are presented as of September 30, 2025 and with respect to the statement of operations, for the year ended December 31, 2024 and for the nine months ended September 30, 2025 based on and derived from the historical financial information of Legacy Republic and Mesa. The unaudited pro forma condensed combined financial information gives effect to the Merger as described in the Merger Agreement as of and for the periods then ended.

The following unaudited pro forma condensed combined statements of operations and related notes thereto give effect to the Merger as if it had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 is presented as if the Merger had occurred on September 30, 2025. The historical consolidated financial information of Republic and Mesa has been adjusted in the unaudited pro forma condensed combined financial information to give effect to adjustments to reflect the accounting for the transaction in accordance with GAAP. Adjustments to the unaudited pro forma condensed combined financial information are based on available information, reasonable estimates, and assumptions described in the accompanying notes hereto that management believes are reasonable under the circumstances.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” in May 2020, which is herein referred to as “Article 11.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). It does not purport to present the results of operations or financial position, had the Merger occurred on the dates indicated, and is not intended to present the results of operations or financial position of the Company for any future period. In addition, the accompanying unaudited pro forma condensed combined statement of operations do not include any pro forma adjustments to reflect expected cost savings, synergies, or revenue enhancements which may be achievable as a result of the Merger.

The Merger is accounted for as a reverse acquisition under provisions of FASB ASC 805, Business Combinations, using the acquisition method of accounting. Legacy Republic is designated the accounting acquiror and legal acquiree for financial reporting purposes on the basis that, immediately following consummation of the Merger, (i) stockholders of Legacy Republic hold a substantial majority of the voting interest in the Surviving Corporation, (ii) Legacy Republic designated six of seven director positions on the Surviving Corporation Board, and (iii) senior management of Legacy Republic retained all named executive officer positions within the Surviving Corporation. The accounting for the Merger as a reverse acquisition resulted in the issuance and relinquishment of 12% of the pre-Merger voting interest in Legacy Republic as consideration in exchange for certain net assets of Mesa, which is measured at the acquisition date fair value of the consideration exchanged. At closing of the Merger, the net assets of Mesa were remeasured to fair value within the consolidated balance sheet of the Surviving Corporation, and the results of operations thereafter are those of Legacy Republic. Currently, the complete analysis of the fair value of certain assets acquired and liabilities is not available, and when completed, may differ materially from the results presented herein. The unaudited pro forma condensed combined financial information should be read in conjunction with:

•

The historical financial statements of Mesa as of September 30, 2024 and 2023 and for the years ended September 30, 2024, 2023, and 2022 filed in its annual report on Form 10-K with the SEC on May 14, 2025;

•

The historical financial statements of Mesa as of December 31, 2024 and 2023 (unaudited) and for the years ended December 31, 2024 and 2023 (unaudited) filed in its transition report Form 10-KT with the SEC on November 21, 2025;

•

Unaudited historical financial statements of Mesa as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 and 2024 filed in its quarterly report on Form 10-Q with the SEC on November 21, 2025;

•

The historical financial statements of Legacy Republic as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023, and 2022 filed on Form S-1/S-4 with the SEC on July 11, 2025;

•

Unaudited historical financial statements of Legacy Republic as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 and 2024 included elsewhere in the current report on Form 8-K to which this exhibit relates;

•

Current report on Form 8-K filed with the SEC on December 1, 2025; and

•

Other information related to Mesa and Legacy Republic contained in the current report on Form 8-K to which this exhibit relates, including the disclosures contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and do not necessarily reflect what the combined financial condition or results of operations would have been had the Merger occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and further analyses are performed.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

(In millions, except share and per share amounts)


	Historical					Transaction Accounting Adjustments (Note 3)
	Republic		Mesa			Three Party Agreement				Merger				Pro Forma Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	98.0	$	38.7		$	(21.7	)	C,D	$	48.7		L, Q	$	163.7
Marketable securities		172.0		—			—				—				172.0
Inventory		66.9		16.6			(4.2	)	C		10.8		R		90.1
Other current assets		107.6		25.5			—				—				133.1
Assets held for sale		—		33.8			(33.8	)	C		—				—

Total current assets		444.5		114.6			(59.7	)			59.5				558.9
Property and equipment, net		2,305.1		31.5			(5.8	)	C		(10.8	)	R		2,320.0
Goodwill		2.0		—			—				81.9		J		83.9
Deferred income taxes		—		0.3			5.5		M		—				5.8
Other non-current assets		184.9		12.5			(0.3	)	P		—				197.1

TOTAL ASSETS	$	2,936.5	$	158.9		$	(60.3	)		$	130.6			$	3,165.7

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and finance leases	$	215.7	$	68.0		$	(68.0	)	D	$	—			$	215.7
Accrued expenses and other current liabilities		242.2		101.9			3.8		A,B,D		0.5		G, Q		348.4

Total current liabilities		457.9		169.9			(64.2	)			0.5				564.1
Long-term debt and finance leases – less current portion		856.0		27.0			(27.0	)	D		—				856.0
Other non-current liabilities		206.8		14.6			(6.4	)	B		—				215.0
Deferred income taxes		227.9		—			—				—				227.9

Total liabilities		1,748.6		211.5			(97.6	)			0.5				1,863.0

COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY		6.2		—			—				(6.2	)	I		—
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock	$	—	$	273.4		$	—			$	(273.4	)	I, J, L	$	—
Additional paid-in capital		478.0		—			—				(135.6	)	I		613.6
Retained earnings (deficit)		703.7		(326.0	)		37.3		A,B,C,D,E,I,M		274.1		I,G, Q		689.1

Total stockholders’ equity (deficit)		1,181.7		(52.6	)		37.3				136.3				1,302.7

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	2,936.5	$	158.9		$	(60.3	)		$	130.6			$	3,165.7

See accompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(In millions, except share and per share amounts)


	Historical						Transaction Accounting Adjustments (Note 3)
	Republic			Mesa			Three Party Agreement			Merger				Pro Forma Combined
REVENUES	$	1,212.4		$	278.2		$	—		$	—			$	1,490.6
OPERATING EXPENSES:
Wages and benefits		549.3			118.0			—			—				667.3
Aircraft and engine rent		—			1.8			—			—				1.8
Maintenance and repair		228.6			86.9			—			—				315.5
Depreciation and amortization		93.2			11.6			—			0.1		K		104.9
Asset impairment		—			53.4			—			—				53.4
Other		207.1			73.1			—			—				280.2

Total operating expenses		1,078.2			344.8			—			0.1				1,423.1
OPERATING INCOME (LOSS)		134.2			(66.6	)		—			(0.1	)			67.5

Total other (expense) income, net		(37.7	)		13.1			9.8	E		—				(14.8	)

INCOME (LOSS) BEFORE INCOME TAXES		96.5			(53.5	)		9.8			(0.1	)			52.7
INCOME TAX EXPENSE (BENEFIT)		25.3			(1.6	)		2.3	H		3.5				29.5

NET INCOME (LOSS)	$	71.2		$	(51.9	)	$	7.5		$	(3.6	)		$	23.2

Net Income (loss) per share:
Basic				$	(18.74	)								$	0.50		N
Diluted				$	(18.74	)								$	0.50		N
Weighted average shares used to compute net income (loss) per share:
Basic					2,770										45,993		N
Diluted					2,770										46,271		N

See accompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(In millions, except share and per share amounts)


	Historical						Transaction Accounting Adjustments (Note 3)
	Republic			Mesa			Three Party Agreement				Merger				Pro Forma Combined
REVENUES	$	1,474.0		$	460.8		$	—			$	—			$	1,934.8
OPERATING EXPENSES:
Wages and benefits		677.2			183.2			10.5		A		5.5		O,Q		876.4
Aircraft and engine rent		3.6			8.2			—				—				11.8
Maintenance and repair		311.2			117.0			—				6.6		F		434.8
Depreciation and amortization		117.0			34.7			—				1.7		K		153.4
Asset impairment		—			99.0			—				—				99.0
Other		228.0			143.8			—				10.5		G		382.3

Total operating expenses		1,337.0			585.9			10.5				24.3				1,957.7
OPERATING INCOME (LOSS)		137.0			(125.1	)		(10.5	)			(24.3	)			(22.9	)
Total other (expense) income, net		(50.1	)		(24.6	)		27.0		E		—				(47.7	)

INCOME (LOSS) BEFORE INCOME TAXES		86.9			(149.7	)		16.5				(24.3	)			(70.6	)
INCOME TAX EXPENSE (BENEFIT)		22.3			(4.7	)		6.4		H		4.7		H		28.7

NET INCOME (LOSS)	$	64.6		$	(145.0	)	$	10.1			$	(29.0	)		$	(99.3	)

Net Income (loss) per share:
Basic and diluted				$	(52.63	)									$	(2.19	)	N
Weighted average shares used to compute net income (loss) per share:
Basic and diluted					2,755											45,281		N

See accompanying notes to the unaudited pro forma condensed combined financial statements.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. DESCRIPTION OF THE MERGER

On November 25, 2025, Mesa consummated the transactions contemplated by the previously disclosed Merger Agreement with Legacy Republic. Upon closing of the Merger, the Surviving Corporation was renamed Republic Airways Holdings Inc. and is led by executive leadership of Legacy Republic. Legacy Republic designated six of seven directors to the Surviving Corporation Board, while Mesa designated one of seven directors, among other actions.

Upon effectiveness of the Merger, Legacy Republic stockholders retained an 88% interest in the Company, and pre-closing Mesa stockholders retained a 6% interest in the Company, together collectively representing a 94% interest in the Company. Shares equivalent to the remaining 6% interest in the Company, upon completion of the Merger, were delivered into escrow for allocation in the manner set forth in the Three Party Agreement (the “Escrow Shares”) and (i) first become available to United Airlines in exchange for the forgiveness and repayment of certain debts and obligations of Mesa, (ii) second, to the extent of any remainder, become available to the Company to repay certain liabilities, and (iii) third, to the extent of any remainder, become available on a pro rata basis to pre-closing Mesa stockholders.

In connection with the Merger and immediately prior to the effective time of the Merger (the “Effective Time”), Mesa 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 have been properly demanded in accordance with Delaware law) was converted into the right to receive 38.9933 validly issued, fully paid and non-assessable shares of Mesa common stock par value $0.001, with cash paid in lieu of any fractional shares. Immediately prior to the Effective Time, each outstanding RSU award in respect of shares of Legacy Republic common stock that was vested was cancelled and the holder to shares of Legacy Republic common stock was converted into the right to receive 38.9933 validly issued, fully paid, and non-assessable shares of Mesa common stock par value $0.001. The Merger Consideration consists of all common stock and does not contemplate the exchange of cash consideration in connection with the Merger, except for cash paid in lieu of fractional shares. The Exchange Ratio gives effect to a post-Merger capitalization, which consists of an approximate 88% allocation to Legacy Republic pre-Merger stockholders, an approximate 6% allocation to Mesa pre-Merger stockholders with the incremental 6% allocation (the Escrow Shares) available for repayment of certain Mesa liabilities as enumerated in the Three Party Agreement described below for the settlement of final working capital amounts and unsettled obligations of Mesa.

Further, Legacy Republic and Mesa concurrently entered into the Three Party Agreement jointly with United Airlines to give effect to actions which facilitate 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 to at or prior to the closing of the Merger:

(i)

Termination of the United CPA 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)

(iv)

(v)

Extension of certain CPA terms between Mesa and United Airlines, including enhanced/increased rates retrospectively from January 2025 and extending through March 2026. The extension of such terms is contingent upon successful completion of the Merger, and enhance the ability of Mesa to discharge those debts set forth in item (iii), and was terminated pursuant to item (i) concurrently with closing of the Merger; and

(vi)

Issuance of the Escrow Shares which constitute Mesa common stock, par value $0.001 following the conversion of Mesa from a Nevada corporation to a Delaware corporation, equivalent to approximately 6% of the issued and outstanding shares of Mesa common stock, which shares will (a) first become available 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 become available to the Surviving Corporation to repay certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to stockholders of Mesa immediately prior to consummation of the Merger and merger-related agreements.

Mesa issued the following shares of Mesa common stock in conjunction with the Merger as Merger Consideration and in satisfaction of conditions set forth in the Three Party Agreement, giving effect to the Merger as if it were consummated on September 30, 2025. Unless otherwise noted, all references to share and per share amounts in the unaudited pro forma condensed combined financial information give effect to the Reverse Stock Split.


Mesa common stock outstanding as of September 30, 2025			2,791,991
Issuance of Mesa RSUs at vesting concurrent with closing of Merger			61,010

Total Mesa common stock			2,853,001
Republic common stock outstanding as of September 30, 2025			1,004,108
Shares of Republic RSUs issued and vested upon closing of Merger			21,156

Total Republic common stock			1,025,264
Exchange Ratio			38.9933

Resulting shares of Mesa common stock issued for Republic shares outstanding			39,978,427
Shares of common stock of Mesa before the application of the Three Party Agreement			42,831,428
Mesa common stock issued in accordance with the Three Party Agreement (6% of the total Mesa shares of common stock at closing of the Merger)			2,853,001

Total shares of Mesa common stock at closing of Merger			45,684,429

The following table depicts the ownership of the Company by Republic and Mesa on a pro forma basis as if the transaction had occurred on September 30, 2025, giving effect to the above share issuances:


	Republic			Mesa			Escrow Shares⁽¹⁾
Post-Merger ownership interest allocation		88	%		6	%		6	%

⁽¹⁾

Relates to share issuances in satisfaction of certain liabilities of Mesa on behalf of Mesa by United Airlines as set forth in the Three Party Agreement and is subject to final reconciliation within 60 days of Merger closing. Actions taken by Mesa through the Net Debt Adjustment Resolution Period and the calculated share price on the Share Settlement Date could materially affect the ownership interest allocation among Mesa and United Airlines.

The preliminary estimated Net Debt Amount at closing of the Merger was $54.2 million. It is therefore not probable that Escrow Shares will be issued to the Surviving Corporation. Accordingly, the ownership interests of the current shareholders of Republic in the Surviving Corporation is not expected to exceed 88%.

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 reflected in the unaudited pro forma condensed combined financial information at the fair value of hypothetical stock issued to Mesa pre-Merger stockholders. Although Mesa is designated as the accounting acquiree and legal acquiror of the Merger, the fair value of Mesa’s stock price is more reliably measurable than the fair value of the relinquished equity interest of Legacy Republic, designated as the accounting acquiror and legal acquiree, as Republic prior to the Merger is privately-held, is not exchange traded, with inputs of fair value derived from unobservable methods, as defined in ASC 820, Fair Value Measurement.

Merger Consideration is estimated as follows based on Mesa as the accounting acquiree and legal acquiror retaining at least an approximate 6% interest in the Company. Mesa, on the basis of contingent actions as set forth in the Three Party Agreement, may acquire up to an additional 6% interest in the combined company with the ability to acquire the Escrow Shares; however it is probable that substantially all of the Incremental Shares will be exhausted and fully allocated to (i) United Airlines in full or in partial satisfaction of the Net Debt Amount and (ii) the Company in satisfaction of pre-Merger obligations. The resulting outcome of the allocation of Escrow Shares between Mesa and United Airlines does not impact presentation of the unaudited pro forma condensed combined financial information. Republic, therefore, estimates it is probable that it will retain an 88% interest in the Surviving Corporation.


Purchase price consideration (in millions, except share and per share amounts)
Effective issuance of shares transferred to Mesa pre-Merger stockholders as of September 30, 2025		2,791,991
Issuance of Mesa RSUs at vesting concurrent with closing of the Merger		61,010

Total shares attributable to Mesa pre-Merger stockholders		2,853,001
Mesa common stock issued in accordance with the Three Party Agreement⁽¹⁾		2,853,001

Total shares		5,706,002
Price per share at fair value⁽²⁾	$	21.00

Merger Consideration at fair value	$	119.8

⁽¹⁾

Issued in connection with Escrow Shares described in Note 1, Basis of Presentation, to the unaudited pro forma condensed combined financial information. Substantially all of the Escrow Shares are expected to be issued to United Airlines and the Company in satisfaction of pre-Merger liabilities of Mesa. It is probable there will be no additional shares available to Republic pre-Merger stockholders from the Escrow Shares based on the estimated Net Debt Amount estimated at closing of the Merger.

⁽²⁾	Closing stock price of Mesa common stock as of November 24, 2025.

The final determination of the allocation of Escrow Shares among United Airlines, Mesa pre-Merger stockholders, and the Surviving Corporation will be completed in an expedient manner subsequent to the closing of the Merger and no later than 60 days following the Merger consummation (the “Net Debt Adjustment Resolution Period” as defined in the Three Party Agreement). The final accounting will be determined based on the closing balance and calculated Net Debt Amount, as outlined in the Three Party Agreement.

2. BASIS OF PRO FORMA PRESENTATION

The accompanying unaudited pro forma condensed combined financial information includes the accounts of Legacy Republic and Mesa, and each of their subsidiaries and have been derived from the historical consolidated financial statements of Legacy Republic and Mesa. Certain financial statement line items included in the historical financial statements have been disaggregated, condensed, or reclassified to consistently conform to the historical presentation of Legacy Republic as follows:


	Year Ended December 31, 2024				Nine Months Ended September 30, 2025
Reclassification Adjustments	Historical Reported		Reclassified, Pro Forma		Historical Reported		Reclassified, Pro Forma
Flight operations	$	167.9	$	—	$	108.4	$	—
Wages and benefits		—		183.2		—		118.0
Maintenance and repair		182.6		117.0		127.2		86.9
Other		93.5		143.8		42.4		73.1

Total	$	444.0	$	444.0	$	278.0	$	278.0

Certain financial statement line items contained in the historical consolidated financial statements of Legacy Republic and Mesa, as described in the notes to the unaudited pro forma condensed combined financial information, were condensed within the accompanying unaudited pro forma condensed combined financial information, as permitted by Article 11, as follows:

Balance Sheet


Pro Forma Condensed Combined Balance Sheet Line Item	Historical Republic Balance Sheet Line Items Included	Historical Mesa Balance Sheet Line Items Included

Other current assets	Restricted cash Receivables, net Receivables – related parties Prepaid expenses and other current assets	Restricted cash Receivables, net Prepaid expenses and other current assets

Other non-current assets	Operating lease right-of-use assets Other non-current assets Other non-current assets – related parties	Operating lease right-of-use assets Lease and equipment deposits Other assets

Accrued expenses and other current liabilities	Current portion of operating lease liabilities Accounts payable Accrued liabilities Accounts payable and accrued liabilities – related parties	Current portion of deferred revenue Current maturities of operating leases Accounts payable Accrued compensation Customer deposits Other accrued expenses

Other non-current liabilities	Operating lease liabilities – less current portion Other non-current liabilities Other non-current liabilities – related parties	Noncurrent operating lease liabilities Deferred revenue, net of current portion Other noncurrent liabilities

Statement of Operations

Pro Forma Condensed Combined

Statement of Operations Line Item

Historical Republic Statement of

Operations Line Items Included

Historical Mesa Statement of

Operations Line Items Included

Other (expense) income, net

Investment income and other, net

Interest expense

Interest income

Gain on investments

Unrealized loss on investments, net

Other income (expense), net

Gain on debt forgiveness

Accounting Policy Review

Legacy Republic conducted a preliminary review of the accounting policies of Mesa. Adjustments to conform the accounting policies of Legacy Republic and Mesa to the accounting policies expected to be adopted by the Surviving Corporation have been given effect in the unaudited pro forma condensed combined financial information. Final assessment of these matters could materially differ from those preliminarily presented herein.

Mesa has historically measured its fiscal year ending on September 30, while Legacy Republic has historically measured its fiscal year on a calendar basis ending on December 31. On September 24, 2025, Mesa adopted the fiscal reporting period of Republic ending on December 31, which became effective on January 1, 2025. The unaudited pro forma condensed combined financial information was compiled to present Republic and Mesa concurrently on the fiscal reporting period ending on December 31. The historical financial records of Mesa prior to January 1, 2025, were adjusted to consistently conform.

The following unaudited pro forma condensed combined balance sheet is derived from (i) the historical unaudited condensed consolidated balance sheet of Republic as of September 30, 2025 and (ii) the historical unaudited condensed consolidated balance sheet of Mesa as of September 30, 2025. The following unaudited pro forma condensed combined statements of operations is derived from (i) the historical audited consolidated financial statements of Republic for the year ended December 31, 2024 and the historical unaudited condensed consolidated financial statements of Republic for the nine months ended September 30, 2025, and (ii) the historical audited consolidated financial statements of Mesa for the years ended December 31, 2024 and 2023, the historical audited financial statements for the three month transition period ended December 31, 2024, and the historical unaudited condensed consolidated financial statements of Mesa for the nine months ended September 30, 2025. The conforming period of Mesa for the year ended December 31, 2024 is as follows:


Mesa	[1] Year Ended September 30, 2024			[2] Three Month Transition Period Ended December 31, 2024			[3] Three Months Ended December 31, 2023			[1]+[2]-[3] Year Ended December 31, 2024
REVENUES	$	476.4		$	103.2		$	118.8		$	460.8
NET LOSS		(91.0	)		(111.9	)		(57.9	)		(145.0	)

3. Pro Forma Adjustments

The unaudited pro forma condensed combined financial information gives effect to the following adjustments that depict transaction accounting adjustments of the Merger. Management’s Adjustments as defined in Article 11 under Regulation S-X of the SEC have not been elected for presentation herein.

The pro forma adjustments are based on preliminary estimates and could be subject to further revision. Amounts presented herein could materially change as additional information, including final transaction accounting and the resolution of items subject to finalization in the Net Debt Adjustment Resolution Period within 60 days of closing of the Merger.

Three Party Agreement

The pre-closing conditions set forth in the Three Party Agreement require that Mesa shall record to accrued expenses and other current assets, professional fees expected to be incurred in connection with the Merger, which consists primarily of adviser and legal fees. Such remaining unaccrued fees, estimated at $2.0 million, are not reflected as Transaction Adjustments to the unaudited pro forma condensed combined financial statements in order to comply with Article 11 of Regulation S-X of the SEC, as these represent transaction costs incurred by the accounting acquiree.

A – To record aggregate accrued compensation and wages and benefits expense not yet reflected in historical financial statements of $10.5 million related to Mesa executive compensation, including severance and consultancy arrangements, as needed, although Legacy Republic named executive officers (“NEO”) will replace the equivalent NEO of Mesa, which results in an increase to accrued expenses and other current liabilities and an increase to retained earnings (deficit) in the unaudited pro forma condensed combined balance sheet.

B – To reflect the reversal of deferred revenue contract liabilities of $12.0 million associated with the pre-Merger CPA among Mesa and United Airlines upon termination of the CPA at consummation of the Merger as a decrease to accrued expenses and other current liabilities of $5.6 million; a decrease to other non-current liabilities of $6.4 million; and an increase to retained earnings (deficit) of $12.0 million in the unaudited pro forma condensed combined balance sheet.

C – To reflect the disposition of certain Mesa aircraft, equipment, and spare parts classified as Qualifying Agreements. Asset sale proceeds were determined based on Qualifying Agreements with third-party entities for the purchase of spare engines, airframes, and certain ERJ rotables that were in place at the time of issuance of this report. Proceeds for the sale of assets under Qualifying Agreements are used to repay certain notes payable (See Note E).

Additionally, to reflect the disposition of certain CRJ and ERJ aircraft spare parts, including expendables inventory and rotable property and equipment, proceeds were recognized at a pre-determined price, as stipulated in the Three Party Agreement.

The adjustments result in an increase to cash and cash equivalents of $31.9 million; a decrease to assets held for sale of $33.8 million, a decrease to property and equipment, net of $5.8 million, a decrease to inventory of $4.2 million, and a decrease to retained earnings (deficit) of $11.9 million in the unaudited pro forma condensed combined balance sheet.

Related to the notes payable, Mesa extinguished $62.4 million with cash on hand after proceeds from assets sales of $31.9 million.

D – To reflect the repayment of certain secured debt facilities of Mesa prior to closing of the Merger as a pre-closing condition as set forth in the Three Party Agreement. The related obligations total $95.0 million, net of deferred financing costs of $0.2 million, plus accrued interest of $1.0 million. The adjustment results in a decrease to cash and cash equivalents of $53.6 million, a decrease to the current portion of long-term debt and finance leases of $68.0 million, a decrease to accrued expenses and other current liabilities of $1.0 million, a decrease to long-term debt and finance leases – less current portion of $27.0 million and a decrease to retained earnings (deficit) of $42.4 million from the gain on debt extinguishment.

E – To reflect the elimination of interest expense related to certain long-term debt owed by Mesa at or prior to closing of the Merger as set forth in the Three Party Agreement, which resulted in a reduction to interest expense of

$27.0 million for the year ended December 31, 2024 and $9.8 million for the nine months ended September 30, 2025. Further, Mesa assigned certain debts held by the U.S. Treasury to Jefferies Capital Services, LCC (“Jefferies”) prior to consummation of the Merger, which results in partial extinguishment of the U.S. Treasury and recognition of a gain on debt extinguishment of $8.8 million. The assignment of the note resulted in a decrease to interest expense during the year ended December 31, 2024.

Merger

F – To record maintenance expense of $6.6 million to the year ended December 31, 2024 to reflect the recognition of expense related to deferred heavy maintenance of ERJ aircraft historically accounted for by Mesa under the deferral method to conform with the historical presentation and accounting policies of Republic under the direct expense method.

G – To reflect estimated Republic transaction-related costs of $10.5 million expected to be incurred after consummation of the Merger resulting in an increase to accrued expenses and other current liabilities and a decrease to retained earnings (deficit) in the unaudited pro forma condensed combined financial information and recognition of estimated Republic transaction-related costs of $10.5 million resulting in an increase to other operating expenses and a decrease to net income (loss).

H – To record the income tax effect of pro forma pre-tax adjustments, as applicable, based on the estimated statutory tax rate of 23.53% for Mesa and 24.75% for Republic. Adjustments result in a decrease to income tax expense (benefit) for tax deductible items, which include maintenance and repair expense, depreciation and amortization expense, and interest expense. Non-deductible items were excluded from the adjustments to income tax expense (benefit), which include executive compensation of $10.5 million and transaction costs of $10.5 million, for the year ended December 31, 2024. Additionally, non-deductible compensation under IRC Section 162M from historical reported financials resulted in an increase to income tax expense of $7.6 million for the year ended December 31, 2024 and $3.5 mililion for the nine months ended September 30, 2025.

I – To record the following equity transactions:

(i)

Issuance of additional Republic RSU awards through the date of the consummation of the Merger.

(ii)

Issuance and conversion of RSUs of Republic to common stock upon satisfaction of the underlying vesting condition of the awards, which is consummation of the Merger.

(iii)

Issuance of Mesa common stock upon satisfaction of the underlying vesting condition of the awards, which is consummation of the Merger.

(iv)

Exchange of Republic common stock, par value $0.001, for common stock of Mesa at the presumed Exchange Ratio and reclassification of Republic additional paid-in capital upon conversion of securities having no par value.

(v)

Issuance of Mesa common stock in exchange for the extinguishment of certain debts and other obligations of Mesa on behalf of Mesa as set forth in the Three Party Agreement. The expected cash funding of United Airlines is determined on the basis of the status of contingent matters as described in the Three Party Agreement as the contractual minimum economic value available to Mesa as of September 30, 2025.

(vi)

Cumulative effects of pro forma balance sheet adjustments.

(vii)

The elimination of Mesa historical equity after giving effect to pro forma presentation as described herein.


	Mezzanine Equity						Common Stock
	Republic						Republic					Mesa
(in millions, except share amounts)	Shares			Amount			Shares			Amount		Shares		Amount			Additional Paid-In Capital			Accumulated Earnings (Deficit)			Total Stockholders’ Equity
Issuance of Republic RSU awards through Merger closing (i)		7,302		$	2.1			—		$	—		—	$	—		$	—		$	(2.1	)	$	(2.1	)
Conversion of Republic RSUs to Republic common stock upon closing of Merger (vesting condition) (ii)		(23,785	)		(8.3	)		23,785			—		—		—			8.3			—			8.3
Conversion of liability awards to equity		—			—			9,220			—		—		—			7.5			(2.0	)		5.5
Issuance of Mesa RSU upon closing of Merger (vesting condition) (iii)		—			—			—			—		61,010		—			—			—			—
Exchange of Republic outstanding common stock for Mesa common stock (iv)		—			—			(1,033,005	)		—		39,978,427		493.8			(493.8	)		—			—
Issuance of Mesa common stock in exchange for satisfaction of certain liabilities (v)		—			—			—			—		2,853,001		53.2			—			—			53.2
Cumulative effect of pro forma adjustments (vi)		—			—			—			—		—		81.9			—			26.8			108.7
Elimination of Mesa historical equity (vii)		—			—			—			—		—		(902.3	)		613.6			288.7			—

Total Adjustment		(16,483	)	$	(6.2	)		(1,000,000	)	$	—		42,892,438	$	(273.4	)	$	135.6		$	311.4		$	173.6

J – To give effect to the preliminary purchase price allocation for consideration exchanged of $119.8 million. The preliminary purchase price allocation is not yet complete, and when complete, could result in a materially different outcome


Mesa Historical Balance Sheet	Reported			Transaction Adjustments			Purchase Accounting			Pro Forma Adjusted
Net Assets Acquired:
Cash	$	38.7		$	31.5		$	—		$	70.2
Inventory		16.6			6.6			—			23.2
Other current assets		25.5			—			—			25.5
Assets held for sale		33.8			(33.8	)		—			—
Property and equipment, net		31.5			(16.6	)		—			14.9
Deferred income taxes		0.3			5.5			—			5.8
Goodwill		—			—			81.9	a		81.9
Other non-current assets		12.5			(0.3	)		—			12.2

Total assets acquired		158.9			(7.1	)		81.9			233.7
Liabilities Assumed:
Current portion of long-term debt and finance leases	$	68.0		$	(68.0	)	$	—		$	—
Accounts payable		57.5			—			—			57.5
Accruals & other current liabilities		44.4			3.8			—			48.2
Long-term debt and finance leases—less current portion		27.0			(27.0	)		—			—
Other long-term liabilities		14.6			(6.4	)		—			8.2

Total liabilities assumed		211.5			(97.6	)		—			113.9
Net assets acquired	$	(52.6	)	$	90.5		$	81.9		$	119.8

a – Assignment of goodwill to Mesa

K – To reflect additional depreciation and amortization expense of $0.1 million in the nine months ended September 30, 2025 and $1.7 million in the 12 months ended December 31, 2024 to conform with the historical accounting policy of Republic of ERJ aircraft on a straight-line basis over 26 years with a 10% salvage value compared to Mesa’s policy which depreciates ERJ aircraft on a straight-line basis over 25 years with a 20% salvage value.

L – To reflect cash funding requirement at transaction closing by United Airlines to restore working capital deficit resulting in the exchange of cash for up to a 6% interest in the Company. Adjustment results in increase to cash and cash equivalents of $53.2 million and common stock, no par value and is subject to finalization during the Net Debt Adjustment Resolution Period.

M – To reflect the tax attributes of the disposition of certain Mesa aircraft, equipment, and spares parts classified as Qualifying Agreements, resulting in a deferred income tax asset (“DTA”) and an increase to accumulated earnings (deficit) of $5.5 million, subject to further examination of NOL limitations imposed by Section 382 of the Internal Revenue Code. The DTA expected to be generated from sales of assets subject to Qualifying Agreements is limited by the underlying market capitalization of Mesa at closing of the Merger. The DTA reflected in the unaudited pro forma condensed combined financial information is an estimate was determined using the market capitalization of Mesa as of November 24, 2025. The actual DTA generated at closing of the Merger could materially differ.

N – The pro forma combined basic and diluted earnings (loss) per share have been adjusted to reflect the pro forma net loss for the year ended December 31, 2024 and pro forma net income for the nine months ended September 30, 2025. In addition, the weighted average shares outstanding for the periods presented have been adjusted to give effect to the expected issuance of Mesa common stock in connection with the Merger as described in Note I, Description of the Merger, to the unaudited pro forma condensed combined financial information and to reflect the reverse stock split. As the Surviving Corporation is in a net loss position for the year ended December 31, 2024, any adjustment for potentially dilutive shares would be anti-dilutive, and as such basic and diluted loss per share are the same. The following table presents the calculation of the pro forma weighted average number of common stock outstanding for basic and diluted earnings per share computations.


In thousands of shares	Year ended December 31, 2024		Nine months ended September 30, 2025
Weighted average common shares outstanding, Mesa		2,749		2,770
Weighted average RSUs (vested), Mesa ⁽¹⁾		54		64
Weighted average common shares outstanding, Republic ⁽²⁾		39,096		39,134
Weighted average RSUs (vested), Republic ⁽¹⁾⁽²⁾		604		1,247
Three Party Agreement issuance requirement ⁽³⁾		2,778		2,778

Total Basic Common Shares Outstanding		45,281		45,993
Dilutive RSU Shares^{(1) (4)}		—		74
Dilutive Warrants⁽⁴⁾		—		204

Total Dilutive Common Shares Outstanding		45,281		46,271

⁽¹⁾	RSU reflects existing vesting conditions of specified agreements along with the effect of the Merger on those RSUs (if any) had it been consummated on January 1, 2024.

⁽²⁾	Reflects outstanding shares of Republic common stock multiplied by the agreed upon Exchange Ratio of 38.9933.

⁽³⁾	Issuance of additional shares as required in the Three Party Agreement.

⁽⁴⁾	Diluted common shares outstanding reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Dilutive shares are computed utilizing the treasury method for restricted stock units and warrants.

O – To reflect additional stock compensation expense from incremental RSUs issued to Republic management upon closing of the Merger. Total expense attributed to the additional RSUs is an estimated $3.5 million, recognized at the consummation of the transaction. As a result, the unaudited pro forma condensed combined financial information reflects $3.5 million of expense related to the year ended December 31, 2024.

P – To reflect the elimination of certain assets and liabilities related to long-term investments owned by Mesa that will be sold as part of pre-closing conditions set forth in the Three Party Agreement. Assets and liabilities eliminated during the period results in a $0.3 million and a $0.1 million decrease to other non-current assets and current liabilities, respectively.

Q – To reflect the settlement of restricted stock awards designated as liability awards upon consummation of the Merger, resulting in the reclassification of awards from accrued expenses and other current liabilities to additional paid-in capital. This results in a decrease to cash and cash equivalents of $4.4 million, a decrease to accrued expenses and other current liabilities of $10.0 million, an increase to additional paid-in capital of $7.6 million and a decrease to accumulated earnings (deficit) of $2.0 million. The change in classification of the award results in a $2.0 million increase to salaries and wages during the year ended December 31, 2024.

R – To reflect the reclassification of repairable spare parts from property and equipment, net to inventories to conform to the presentation of Legacy Republic. The adjustment results in a $10.8 million decrease to property and equipment, net and a $10.8 million increase to inventories.

Other Items

The unaudited pro forma condensed combined pro forma financial information includes the result of actions taken by Mesa and Republic in historical periods concurrent with the ongoing negotiation, formation, and documentation of the Merger. These actions are non-recurring, one-time items which the Surviving Corporation does not expect to incur on an ongoing basis and are not representative of the operational results of the Surviving Corporation had the transaction been effective on January 1, 2024 and all pre-closing terms and conditions of the Merger were satisfied.

Non-recurring, one-time items include fees incurred directly in relation to the Merger and other one-time costs resulting from actions taken to satisfy pre-closing and closing conditions set forth in the Three Party Agreement. Asset impairment and the loss on sale of assets, net line items include charges related to the disposals of CRJ and ERJ airframes and related equipment. Transaction-specific, one-time professional fees include third party fees incurred in relation to the Merger and these other non-routine transactions.


	Year ended December 31, 2024				Nine months ended September 30, 2025
	Republic		Mesa		Republic		Mesa
Asset impairment	$	—	$	38.3	$	—	$	53.4
Loss on sale of assets, net		—		112.1		—		8.4
Transaction-specific professional fees and other one-time costs		3.5		6.3		13.4		11.5

Total	$	3.5	$	156.7	$	13.4	$	73.3