Form 4: Republic Airways Completes Merger, Ticker Changes to RJET

Brian S. Gillman reports changes in beneficial ownership following Republic Airways Holdings Inc.'s merger with Mesa Air Group, Inc. and a 15-to-1 stock split.

Summary

• Republic Airways Holdings Inc. (formerly Mesa Air Group, Inc.) completed a stock-for-stock merger transaction on November 25, 2025.
• Mesa Air Group, Inc. merged with and into Republic Airways Holdings Inc., which then changed its name to Republic Airways Holdings Inc. and its ticker symbol to RJET.
• Prior to the merger, a 15-to-1 stock split of the common stock was effected.
• EVP/GC/Secretary Brian S. Gillman acquired 6,867 shares of common stock at $0.00, representing the conversion of previously reported restricted stock awards (RSAs).
• Gillman disposed of 593 shares of common stock at $1.4, likely for tax withholding purposes.
• Following these transactions, Gillman beneficially owns 16,643 shares of common stock.
• All outstanding restricted stock units and RSAs in respect of shares of the Issuer's common stock, whether vested or unvested, accelerated in full and were converted into the right to receive shares of common stock.

Sentiment

Score: 7

Explanation: The completion of a merger and the acceleration of equity awards are generally positive corporate events, indicating strategic execution and beneficial outcomes for employees with equity. The stock split is a mechanical event. No negative operational news is present.

Positives

• Completion of the merger transaction, potentially creating a stronger combined entity.
• Acceleration of all outstanding restricted stock units and restricted stock awards (RSAs) for employees, including the reporting person, which is a positive for employee compensation and retention.

Negatives

• The disposition of 593 shares at $1.4 by the EVP/GC/Secretary, likely for tax withholding, reduces direct beneficial ownership.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the completion of the merger and its immediate effects on share ownership and company identity.

Management Comments

• The reporting person has reported prior restricted stock awards ('RSA') in Table II of Form 4. The total reported in Column 5 includes 6,867 RSA's previously reported in Table II and 10,369 shares of common stock.
• On November 25, 2025, Issuer and Republic Airways Holdings Inc. ('Republic') completed a stock-for-stock merger transaction (the 'Merger'), pursuant to which Republic merged with and into Issuer and changed its name from Mesa Air Group, Inc to Republic Airways Holdings Inc. Prior to the closing of the Merger, Issuer effected a 15 to 1 stock split (the 'Stock Split') of its common stock.
• Pursuant to an Agreement, Plan of Conversion and Plan of Merger (the 'Merger Agreement') dated April 4, 2025, by and between the Republic and Issuer, Republic merged with and into Mesa. Upon the Merger, the combined company was renamed to Republic Airways Holdings Inc. and now trades under the new ticker symbol RJET.
• In connection with the Merger, each outstanding restricted stock unit and RSA in respect of shares of Issuer's common stock, whether vested or unvested, accelerated in full and was cancelled and converted into the right to receive a number of shares of Issuer's common stock, less any applicable withholding taxes.

Industry Context

The merger of Mesa Air Group, Inc. into Republic Airways Holdings Inc. and the subsequent rebranding and ticker change reflect ongoing consolidation and strategic realignments within the regional airline sector, often driven by efforts to achieve economies of scale, optimize route networks, and enhance operational efficiencies in a competitive market.

Corporate Governance

Stakeholder Impact

• Shareholders: Mesa Air Group, Inc. shareholders are now shareholders of the combined Republic Airways Holdings Inc. (RJET), with their shares adjusted for the 15-to-1 stock split.
• Employees: Employees holding restricted stock units or awards, like Brian S. Gillman, saw their awards accelerate and convert into common stock.

Next Steps

• The combined company, now Republic Airways Holdings Inc., will continue operations under the new ticker symbol RJET.

Key Dates

Keywords

Republic Airways Holdings, Mesa Air Group, Merger, Stock Split, RJET, Form 4, Insider Trading, Restricted Stock Awards, Corporate Action, Airline Industry