Republic Airways (NASDAQ: MESA) withholds 5,753 CEO shares for taxes

Rhea-AI Filing Summary

REPUBLIC AIRWAYS HOLDINGS INC. director and CEO J. David Grizzle reported a routine tax-withholding transaction tied to restricted stock vesting. On the vesting date, 5,753 shares of common stock were withheld by the company at $20.35 per share to cover applicable taxes related to the achievement of a specified operational milestone on a prior award. After this non-market disposition, Grizzle directly holds 229,221 shares of common stock.

Insights

Corporate governance analyst

Routine tax withholding on RSU vesting; no open-market sale.

CEO and Chairman J. David Grizzle had 5,753 shares of REPUBLIC AIRWAYS HOLDINGS INC. common stock withheld at $20.35 per share to satisfy tax obligations on vested restricted stock tied to an operational milestone. This is coded as an F transaction, a tax-withholding disposition.

Because the shares were withheld by the issuer rather than sold in the market, this event does not reflect an active buy or sell decision. Following the transaction, Grizzle directly owns 229,221 shares, indicating he retains a substantial equity stake after the vesting and associated tax payment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GRIZZLE J DAVID

Role CEO and Chairman

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,753	$20.35	$117K

Holdings After Transaction: Common Stock — 229,221 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 5,753 shares Withholding reference price: $20.35 per share Shares held after transaction: 229,221 shares +1 more

4 metrics

Shares withheld for taxes 5,753 shares Tax-withholding disposition on restricted stock vesting

Withholding reference price $20.35 per share Value used for tax-withholding shares

Shares held after transaction 229,221 shares Direct common stock ownership following tax withholding

Tax-withholding transactions 1 transaction, 5,753 shares Form 4 transactionSummary for code F

Key Terms

restricted stock, tax-withholding disposition, operational milestone, transaction code F

4 terms

restricted stock financial

"vesting of restricted stock in connection with the certification of achievement"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

operational milestone financial

"achievement of a specified operational milestone related to an award"

transaction code F regulatory

"transaction_code": "F""

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GRIZZLE J DAVID

(Last) (First) (Middle)

2 BRICKYARD LANE

(Street)

CARMEL INDIANA 46032

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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

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

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

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	05/29/2026		F(1)		5,753	D	$20.35	229,221	D

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

Explanation of Responses:

1. Represents shares of common stock withheld by the Issuer to pay taxes applicable to vesting of restricted stock in connection with the certification of achievement of a specified operational milestone related to an award previously reported.

	/s/ Chad M. Pulley, as Attorney-in-Fact	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did REPUBLIC AIRWAYS (MESA) report for J. David Grizzle?

J. David Grizzle reported a tax-withholding disposition of 5,753 shares of common stock. The shares were withheld by the company to cover taxes due on restricted stock vesting tied to an operational milestone, rather than being sold in the open market.

How many REPUBLIC AIRWAYS (MESA) shares were withheld for CEO tax obligations?

A total of 5,753 common shares were withheld at $20.35 per share. This withholding covered tax liabilities arising from the vesting of previously granted restricted stock that vested upon certification of a specified operational milestone by the company.

Did the REPUBLIC AIRWAYS (MESA) CEO sell shares in the open market?

No, the Form 4 shows no open-market sale. The F-coded transaction reflects shares withheld by the issuer to pay taxes on vested restricted stock, which is a non-market, administrative disposition rather than a discretionary sale by J. David Grizzle.

How many REPUBLIC AIRWAYS (MESA) shares does J. David Grizzle hold after this filing?

After the tax-withholding transaction, J. David Grizzle directly holds 229,221 shares of common stock. This post-transaction balance indicates he continues to maintain a significant direct equity position in the company following the restricted stock vesting event.

What triggered the restricted stock vesting for REPUBLIC AIRWAYS (MESA) CEO?

The footnote explains the vesting occurred upon certification of achievement of a specified operational milestone. That milestone related to a restricted stock award previously reported, and its achievement caused the shares to vest and the associated tax-withholding of 5,753 shares.

What does transaction code F mean in the REPUBLIC AIRWAYS (MESA) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, it represents shares withheld by REPUBLIC AIRWAYS HOLDINGS INC. to satisfy J. David Grizzle’s tax obligations on vested restricted stock, not an open-market sale.