SCHEDULE 13D/A: Republic Airways Completes Merger, United Forgives Debt

Republic Airways Holdings Inc. (formerly Mesa Air Group, Inc.) has completed its merger with Legacy Republic, with United Airlines Holdings Inc. forgiving significant debt and entering a 10-year service agreement.

Summary

• Republic Airways Holdings Inc. (formerly Mesa Air Group, Inc.) completed its merger with Legacy Republic on November 25, 2025, and was renamed "Republic Airways Holdings Inc."
• Legacy Republic stockholders now hold an 88% interest in the Company, while pre-closing Company stockholders retain a 6% interest, totaling 94%.
• Shares equivalent to the remaining 6% interest were delivered into escrow (Escrow Shares) for allocation to United for debt forgiveness, to the Company for liability repayment, and then pro rata to pre-closing Company stockholders. The final allocation is pending within 60 days.
• United Airlines Holdings, Inc. and United Airlines, Inc. beneficially own 7,746,397 Shares, representing approximately 18.2% of the outstanding shares post-merger.
• A 15-for-1 reverse stock split was effected on November 24, 2025, prior to the merger.
• United entered into a 10-year Go-Forward CPA with Republic, under which Republic will provide passenger service as United Express, maintaining 60 E175 aircraft.
• United forgave, extinguished, and released all debt and other obligations owed by Mesa Airlines, Inc. and its affiliates under the Second Amended and Restated Credit and Guaranty Agreement, dated June 30, 2022.
• United assumed Archer Rights and Obligations from the Issuer, excluding Certification Archer Warrants, on July 9, 2025.
• A registration rights agreement with a 180-day lock-up provision was entered into by Legacy Republic with certain stockholders, including United, effective upon merger closing.

Sentiment

Score: 7

Explanation: The filing details a significant corporate restructuring for Republic Airways, including a merger, substantial debt forgiveness by United Airlines, and a new 10-year operational contract. These actions provide critical financial stability and a clear strategic path forward for Republic, which was likely in a precarious financial position. While pre-closing shareholders experienced dilution, the overall outcome appears to secure the company's long-term viability.

Positives

• United Airlines forgave all debt and other obligations owed by Mesa Airlines, Inc. and its affiliates under the Debt Agreement, extinguishing material obligations.
• Republic Airways entered into a 10-year Go-Forward CPA with United, securing a long-term contract for passenger service as United Express with 60 E175 aircraft.
• The merger provides a new corporate structure and strategic direction for the combined entity.

Negatives

• Pre-closing Company stockholders' interest was significantly diluted, retaining only a 6% interest in the Company post-merger.
• The final allocation of the 6% Escrow Shares, which could further impact pre-closing stockholders, is not yet determinable and subject to final determination within 60 days.

Risks

• The Go-Forward CPA with United can be terminated by United with 30 days' notice if Republic fails to attain certain operating performance targets for a specified period, subject to a right to cure.
• The Go-Forward CPA can be terminated immediately by United upon written notice following a labor strike lasting 10 or more consecutive days.
• The allocation of Escrow Shares is subject to final determination within 60 days of the merger completion, creating uncertainty for pre-closing Company stockholders.

Future Outlook

The final allocation of the 6% Escrow Shares is subject to determination within 60 days of the merger completion. The Go-Forward CPA with United has a term of 10 years, providing a long-term operational framework for Republic Airways. A 180-day lock-up period applies to certain stockholders, including United, regarding the disposition of Company shares.

Management Comments

• United forgave, extinguished, and released all of the debt and other obligations that Mesa Airlines, Inc. and its affiliates owed to United under the Second Amended and Restated Credit and Guaranty Agreement.
• The Company will provide passenger service as United Express, and United will maintain 60 E175 aircraft under the Go-Forward CPA.

Industry Context

This transaction reflects a trend in the airline industry where major carriers like United Airlines solidify relationships with regional partners to ensure feeder service capacity and operational stability. The debt forgiveness and long-term contract indicate a strategic commitment by United to secure its regional network, potentially in response to broader industry challenges such as pilot shortages or regional airline financial distress.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• United Airlines Holdings, Inc. and United Airlines, Inc. are related parties to Republic Airways Holdings Inc. through their significant equity stake (18.2%) and the Go-Forward CPA.
• United Airlines forgave all debt and other obligations owed by Mesa Airlines, Inc. and its affiliates, a significant financial transaction between related entities.
• United assumed Archer Rights and Obligations from the Issuer.

Stakeholder Impact

• Shareholders (Pre-closing Company): Experienced significant dilution (from 100% to 6% interest, plus potential further allocation from escrow shares), but the company's long-term viability is potentially secured.
• Shareholders (Legacy Republic): Gained an 88% interest in the combined company.
• United Airlines (as a shareholder and partner): Solidified its strategic partnership with a key regional carrier, secured a long-term CPA, and converted debt into equity/forgiveness, gaining an 18.2% stake.
• Employees (Republic Airways): The 10-year CPA with United provides long-term operational stability, which could positively impact job security and future prospects.
• Creditors (Mesa Airlines/Republic Airways): United, as a major creditor, forgave substantial debt, significantly improving the company's balance sheet and financial health.

Next Steps

• Final determination of the allocation of Escrow Shares within 60 days of the merger completion.
• Adherence to the 180-day lock-up provision for certain stockholders, including United, regarding the disposition of Company shares.

Key Dates

Recommendation

The consummation of the merger, coupled with the complete forgiveness of significant debt by United Airlines and the establishment of a 10-year Go-Forward CPA, fundamentally de-risks Republic Airways Holdings Inc. and provides a clear, stable operational runway. This strategic partnership with a major airline, along with a strengthened balance sheet, significantly improves the company's long-term viability and growth prospects, making it an attractive investment for those seeking exposure to a restructured and stabilized regional airline. While pre-closing shareholders faced dilution, the new structure offers a more sustainable foundation.

Keywords

Republic Airways, United Airlines, Merger, Airline Industry, Regional Airline, Debt Forgiveness, Contractual Partnership, Reverse Stock Split, Corporate Governance, Equity Stake, SEC Filing, Schedule 13D