UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 4, 2026

Date of Report (Date of earliest event reported): February 5, 2026

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

~~001-38626~~

~~85-0302351~~

001-38626

85-0302351

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2 Brickyard LaneCarmel, Indiana (Address of principal executive offices)

46032(Zip Code)

(317) 484-6000(Registrant's telephone number, including area code)

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

TradingSymbol(s)

Name of each exchangeon which registered

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

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. ☐

Item 32.02. ~~Unregistered~~Results ~~Sales~~ of ~~Equity~~Operations ~~Securities.~~and Financial Condition

ToOn ~~the~~March ~~extent~~4, ~~required~~2026, byRepublic ~~Item~~Airways 3Holdings, Inc.02 of(the ~~Form~~“Company”) ~~8-K,~~issued a press release (the ~~information~~“Earnings ~~contained~~Press inRelease”) ~~Item~~announcing 8its financial results for the fourth quarter and full year 2025.01 ofThe ~~this~~Earnings ~~Current~~Press ~~Report~~Release onis ~~Form~~furnished ~~8-K~~herewith as Exhibit 99.1 and is incorporated by reference ~~herein.~~into this Item 2.02.

The ~~issuance~~information offurnished in this Item 2.02,~~744~~ including Exhibit 99.1,~~348~~ ~~shares~~shall ofnot ~~common~~be ~~stock~~deemed of“filed” ~~Republic~~for ~~Airways~~purposes ~~Holdings~~of ~~Inc.~~Section (18 of the ~~“Company”)~~Securities toExchange ~~United~~Act ~~Airlines~~of 1934, ~~Inc.~~as amended (the “~~United~~Exchange Act”), ~~upon~~or ~~release~~otherwise ~~from~~subject ~~escrow,~~to ~~was~~the ~~made~~liabilities inof ~~reliance~~that ~~upon~~section, ~~the~~nor ~~exemption~~shall ~~from~~such ~~registration~~information ~~afforded~~be deemed incorporated by ~~Section 4(a)(2)~~reference ofinto any filing under the Securities Act of 1933, as amended, ~~and~~or ~~Regulation~~the DExchange ~~promulgated~~Act, ~~thereunder.~~except as shall be expressly set forth by specific reference in such filing.

~~Item 8~~.~~01. Other Events.~~

~~Pursuant~~Item ~~to the terms of (i) that certain Three Party Agreement, dated as of April 4, 2025, by and among the Company (formerly known as Mesa Air Group, Inc~~9.~~), Mesa Airlines, Inc~~01., ~~United,~~Financial ~~Republic~~Statements ~~Airways Holdings Inc. (“Legacy Republic”),~~ and Mesa Shareholder Representative, LLC (“Mesa Representative”) and (ii) that certain Escrow Agreement, dated as of November 25, 2025, by and among the Company, Mesa Representative, United and Computershare Trust Company, National Association, a national banking association organized under the laws of the United States, as escrow agent, on February 5, 2026, 2,744,348 shares of the Company’s common stock were released from escrow to United (valued at $18.84 per share, with a total value of approximately $51,703,516), in exchange for the forgiveness and repayment of certain debts and obligations of the Company prior to its merger with Legacy Republic. Exhibits

~~Subsequently, the balance of the remaining 109,106 shares of the Company’s common stock was returned to the Company from escrow and such shares were cancelled and retired~~(d) Exhibits. ~~After giving effect to the foregoing settlement, as of February 9, 2026, the Company has 46,829,476 shares of common stock issued and outstanding.~~

For additional background on the foregoing arrangement and the closing of the Company’s merger with Legacy Republic, see the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on December 1, 2025 (as amended by Amendment No. 1 to the Current Report on Form 8-K, filed with the SEC on December 17, 2025).


			Exhibit Number						Description
			99.1						Press release dated March 4, 2026
			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.

Date: February 9, 2026		REPUBLIC AIRWAYS HOLDINGS INC.
Date: March 04, 2026	REPUBLIC AIRWAYS HOLDINGS INC.
		By:	/s/ Joseph P. Allman
	By: /s/ Joseph P. Allman
		Name:	Joseph P. Allman
	Name: Joseph P. Allman
		Title:	Senior Vice President and Chief Financial Officer
	Title: Senior Vice President and Chief Financial Officer

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