United gets 2.7M Republic (NASDAQ: MESA) shares in debt-for-equity deal

Rhea-AI Filing Summary

Republic Airways Holdings Inc. disclosed that 2,744,348 shares of its common stock were released from escrow and issued to United Airlines on February 5, 2026. These shares were valued at $18.84 each, for a total of about $51.7 million, in exchange for forgiveness and repayment of certain debts and obligations tied to the company’s merger with Legacy Republic. An additional 109,106 escrowed shares were returned to the company and cancelled. After this settlement, as of February 9, 2026, Republic Airways had 46,829,476 common shares issued and outstanding.

Insights

Capital structure analyst

Republic converts pre-merger debt to equity with United, adding dilution but reducing obligations.

Republic Airways issued 2,744,348 common shares to United Airlines at $18.84 per share, for a stated value of about $51,703,516. This was done under a Three Party Agreement and Escrow Agreement connected to the merger with Legacy Republic.

The transaction settles "certain debts and obligations" that existed before the merger, effectively exchanging part of the capital structure from debt-like obligations into equity held by United. The filing also notes that 109,106 shares were returned from escrow and cancelled, slightly offsetting dilution.

After these steps, common shares issued and outstanding were 46,829,476 as of February 9, 2026. The net impact combines balance sheet relief from debt forgiveness with incremental ownership granted to United, and future filings may clarify any ongoing commercial implications of this relationship.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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): February 5, 2026

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 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein.

The issuance of 2,744,348 shares of common stock of Republic Airways Holdings Inc. (the “Company”) to United Airlines, Inc. (“United”), upon release from escrow, was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

Item 8.01. Other Events.

Pursuant 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.), Mesa Airlines, Inc., United, Republic 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.

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. 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).

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.
				By:		/s/ Joseph P. Allman
				Name:		Joseph P. Allman
				Title:		Senior Vice President and Chief Financial Officer

FAQ

What did Republic Airways (MESA) disclose in this February 2026 8-K?

Republic Airways reported an escrow settlement tied to its merger with Legacy Republic. It issued 2,744,348 shares of common stock to United Airlines in exchange for forgiveness and repayment of certain pre-merger debts, and cancelled an additional 109,106 shares returned from escrow.

How many Republic Airways (MESA) shares were issued to United Airlines?

Republic Airways issued 2,744,348 common shares to United Airlines upon release from escrow on February 5, 2026. These shares were valued at $18.84 per share, giving a stated total value of approximately $51,703,516 for the debt-related settlement.

What was the value and purpose of the share issuance to United Airlines from MESA?

The 2,744,348 Republic Airways shares issued to United were valued at $18.84 each, totaling about $51,703,516. This equity transfer was made in exchange for United’s forgiveness and repayment of certain debts and obligations the company had incurred before its merger with Legacy Republic.

How many Republic Airways (MESA) shares are outstanding after the escrow settlement?

After issuing shares to United Airlines and cancelling remaining escrowed shares, Republic Airways reported 46,829,476 shares of common stock issued and outstanding as of February 9, 2026. This figure reflects the completed settlement under the Three Party Agreement and Escrow Agreement.

Were any Republic Airways (MESA) shares cancelled as part of the United Airlines escrow release?

Yes. Following the transfer of 2,744,348 shares to United Airlines, the remaining 109,106 escrowed shares of Republic Airways common stock were returned to the company. Those returned shares were then cancelled and retired, slightly reducing the potential dilution from the original escrow pool.

Under what securities law exemption did Republic Airways issue shares to United Airlines?

The issuance of 2,744,348 common shares by Republic Airways to United Airlines was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated under that statute.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB