United gains 2.74M Republic Airways (MESA) shares via escrow

Rhea-AI Filing Summary

United Airlines, Inc. reported receiving 2,744,348 shares of Republic Airways Holdings Inc. common stock on February 3, 2026 from escrow tied to the merger between Mesa Air Group and legacy Republic Airways. The escrow represented a 6% interest in the issuer.

The shares were allocated to United Airlines, Inc. in exchange for forgiveness and repayment of certain pre‑closing debts and obligations of the issuer, at a stated value of $18.84 per share, totaling $51,703,516.32. After this transaction, 10,490,745 shares were indirectly beneficially owned. United Airlines Holdings, Inc., as the parent of United Airlines, Inc., may be deemed to share voting and dispositive power, while both entities disclaim beneficial ownership beyond any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

United Airlines Holdings, Inc.

(Last) (First) (Middle)

233 SOUTH WACKER DRIVE

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REPUBLIC AIRWAYS HOLDINGS INC. [ RJET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		J(1)		2,744,348	A	(1)	10,490,745	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

United Airlines Holdings, Inc.

(Last) (First) (Middle)

233 SOUTH WACKER DRIVE

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

UNITED AIRLINES, INC.

(Last) (First) (Middle)

233 SOUTH WACKER DRIVE

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In connection with the merger of the Issuer (formerly known as Mesa Air Group, Inc. ("Mesa")) and legacy Republic Airways Holdings Inc. ("Legacy Republic") on November 25, 2025 (the "Merger"), shares equivalent to a 6% interest in the Issuer were delivered into escrow for allocation in the manner set forth in that certain Three Party Agreement, dated as of April 4, 2025, between Mesa, Legacy Republic, and United Airlines, Inc. (the "Escrow Shares"). On February 3, 2026, the amount of the Escrow Shares payable to United Airlines, Inc. in exchange for the forgiveness and repayment of certain debts and obligations of the Issuer pre-closing was confirmed to be 2,744,348 shares, valued at $18.84 per share, for a total value of $51,703,516.32. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to the terms of the statute, because the shares were "acquired in good faith in connection with a debt previously contracted."

2. These securities are directly held by United Airlines, Inc. As the holding company of United Airlines, Inc., United Airlines Holdings, Inc. may be deemed to have voting and dispositive power over these securities. United Airlines, Inc. and United Airlines Holdings, Inc. disclaim beneficial ownership over these securities except to the extent of their respective pecuniary interest therein, if any.

	United Airlines Holdings, Inc., By: /s/ Robert S. Rivkin, Senior Vice President and Chief Legal Officer	02/05/2026
	United Airlines, Inc., By: /s/ Michael D. Leskinen, Executive Vice President and Chief Financial Officer	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did United Airlines report in Republic Airways (MESA)?

United Airlines, Inc. received 2,744,348 Republic Airways shares on February 3, 2026 from an escrow established in the Mesa–Legacy Republic merger. The shares were issued for forgiveness and repayment of certain pre‑closing debts and obligations owed by the issuer.

What is the value of the Republic Airways shares received by United Airlines?

The 2,744,348 Republic Airways shares were valued at $18.84 per share, for a total stated value of $51,703,516.32. This valuation comes directly from the merger‑related escrow allocation confirmed on February 3, 2026.

How many Republic Airways shares does United report owning after this Form 4?

After the reported transaction, 10,490,745 Republic Airways common shares were beneficially owned indirectly. These shares are held through United Airlines, Inc., with United Airlines Holdings, Inc. as the parent company potentially sharing voting and dispositive power.

Why were Republic Airways shares placed in escrow for United Airlines?

Shares equal to a 6% interest in the issuer were delivered into escrow in connection with the Mesa–Legacy Republic merger. They were reserved for allocation under an April 4, 2025 Three Party Agreement involving Mesa, Legacy Republic, and United Airlines, Inc.

How did United Airlines receive these Republic Airways shares under the merger agreement?

On February 3, 2026, the escrow allocation was confirmed, giving 2,744,348 shares to United Airlines, Inc. in exchange for forgiveness and repayment of certain issuer debts and obligations that existed before the merger closing, as specified in the Three Party Agreement.

How do United Airlines and United Airlines Holdings describe their ownership of these shares?

The securities are directly held by United Airlines, Inc.. United Airlines Holdings, Inc., as the parent, may be deemed to have voting and dispositive power. Both entities disclaim beneficial ownership beyond any actual pecuniary interest in the Republic Airways shares.