Form 4: Republic Airways Officer Reports Post-Merger Stock Holdings

Matthew Koscal, President and Chief Commercial Officer of Republic Airways Holdings Inc., reported changes in his beneficial ownership following the merger of Republic into Mesa Air Group.

Summary

• Matthew Koscal, President and Chief Commercial Officer, reported beneficial ownership of 390,595 shares of Republic Airways Holdings Inc. common stock.
• This ownership change resulted from the merger of Republic Airways Holdings Inc. into Mesa Air Group, Inc., which subsequently renamed itself Republic Airways Holdings Inc. (the 'Issuer').
• The merger agreement was dated April 4, 2025, and the effective date of the transactions was November 25, 2025.
• 87,422 shares were acquired from the conversion of vested Republic restricted stock units (RSUs) into Issuer common stock at a ratio of 38.9933 shares per RSU.
• An additional 303,173 shares were acquired from the conversion of unvested Republic RSUs into restricted shares of Issuer common stock, also at a ratio of 38.9933 shares per RSU, rounded up to the next whole share.
• The newly acquired restricted shares are subject to continued service and specific vesting schedules.

Sentiment

Score: 5

Explanation: The filing is a factual report of beneficial ownership changes due to a corporate merger, which is a neutral event in itself for the reporting person's disclosure. The conversion of RSUs into new company stock is a standard procedure post-merger.

Positives

• The reporting person's equity holdings were successfully converted into shares of the new combined entity, maintaining their stake in the company post-merger.

Negatives

• NA

Risks

• The vesting of 30% of 269,483 restricted shares is contingent upon the achievement of specified operational milestones, introducing performance-based risk to a portion of the equity.

Future Outlook

A significant portion of the reporting person's equity (303,173 restricted shares) is subject to future vesting schedules extending through December 31, 2027, and November 25, 2029, with some vesting contingent on operational milestones.

Industry Context

This filing reflects the post-merger integration of equity compensation for an executive following a significant corporate restructuring within the airline industry, where Mesa Air Group acquired Republic Airways Holdings Inc. and adopted its name.

Related Party Transactions

• The transactions detailed are a direct result of the merger agreement between Mesa Air Group, Inc. and Republic Airways Holdings Inc., which involved the conversion of equity awards for company officers.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding an executive's equity holdings in the newly formed entity post-merger.
• Employees (specifically the reporting person): The executive's equity compensation has been converted into the surviving entity's stock, with a continued vesting schedule, aligning their interests with the new company's long-term performance.

Next Steps

• Continued service through applicable vesting dates for restricted shares.
• Achievement of specified operational milestones for a portion of the restricted shares to vest.

Key Dates

Keywords

SEC Form 4, beneficial ownership, merger, stock conversion, restricted stock units, Republic Airways Holdings Inc., Mesa Air Group, insider trading, equity compensation