[8-K] MESA AIR GROUP INC Reports Material Event

Rhea-AI Filing Summary

Republic Airways Holdings Inc. explains its CEO succession plans as it integrates Mesa Airlines. David Grizzle, non-executive chairman since 2017, was appointed Chairman and CEO in July 2025 after the former CEO left to become Administrator of the Federal Aviation Administration.

Grizzle is expected to serve as CEO while the Mesa integration continues. The board expects to promote Matthew Koscal, currently President and Chief Commercial Officer, to CEO within 2026, at which time Grizzle would return to non-executive chairman. The company notes that any final succession decision will be made at a future, undetermined date at the sole discretion of the board and will be publicly announced as legally required. It also characterizes these succession statements as forward-looking and subject to risks and uncertainties.

Insights

Corporate governance analyst

Republic outlines an interim CEO arrangement and planned 2026 handoff, but the board retains full discretion.

David Grizzle, non-executive chairman since 2017, stepped in as Chairman and CEO in July 2025 after the prior CEO left to become Administrator of the Federal Aviation Administration. He is expected to remain CEO while Republic proceeds with integrating Mesa Airlines following their merger transaction.

The board states it expects to promote Matthew Koscal, currently President and Chief Commercial Officer, to CEO within 2026, with Grizzle returning to a non-executive chairman role. This sketches a planned internal succession path while maintaining experienced board-level leadership during integration.

The company emphasizes that these are forward-looking plans subject to risks and uncertainties, and that the final succession decision will occur at a future, undetermined date at the board’s sole discretion. Future board actions and integration progress around the Mesa transaction will frame how and when this anticipated 2026 transition is implemented.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Understanding 8-K Material Events →

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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 Report (Date of earliest event reported): December 15, 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. ☐

Item 7.01. Regulation FD Disclosure.

David Grizzle, who has served as the non-executive Chairman of Republic Airways Holdings Inc. (the “Company”) since 2017, was appointed Chairman and Chief Executive Officer (“CEO”) in July 2025, following the unplanned departure of the Company’s former CEO upon his appointment as Administrator of the Federal Aviation Administration. Mr. Grizzle is expected to serve as CEO while the Company proceeds in its integration of Mesa Airlines. The Board of Directors expects to promote Matthew Koscal, the Company’s current President and Chief Commercial Officer, to the position of CEO within the year 2026, at which time, Mr. Grizzle will return to the position of non-executive Chairman of the Board of Directors. Any final succession decision will be determined at a future undetermined date, in the sole discretion of the Board of Directors and publicly announced as legally required.

The information set forth under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding CEO succession plans. Words such as “future,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “might,” “predict,” “will,” “would,” “should,” “could,” “can,” “may,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements.

The forward-looking statements contained herein reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the Company’s control, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement.

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the proxy statement/prospectus, related to the merger transaction between Mesa Air Group, Inc. and Republic Airways Holdings Inc., filed by the Company with the Securities and Exchange Commission (SEC) on October 2, 2025, as such factors may be updated from time to time in the Company’s filings with the SEC, which are or will be accessible on the SEC’s website at www.sec.gov.

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: December 15, 2025				REPUBLIC AIRWAYS HOLDINGS INC.
				By:		/s/ Joseph P. Allman
				Name:		Joseph P. Allman
				Title:		Senior Vice President and Chief Financial Officer