United Airlines (MESA) updates 22.3% Republic stake and $51.7M escrow value

Rhea-AI Filing Summary

United Airlines Holdings Inc. and United Airlines, Inc. filed Amendment No. 5 to update their ownership in Republic Airways Holdings Inc. common stock. They report beneficial ownership of 10,490,745 Shares, representing 22.3% of the class, based on 46,949,601 Shares outstanding as of February 5, 2026.

On February 3, 2026, under a previously disclosed Three Party Agreement, the parties agreed that 2,744,348 Escrow Shares would be payable to United in exchange for forgiveness and repayment of certain pre-closing debts and obligations owed to United, valued at $18.84 per share, for a total value of $51,703,516.32.

Insights

Equity ownership & capital structure analyst

United updates its 22.3% stake in Republic and fixes escrow share settlement value.

The filing shows United Airlines Holdings Inc. and United Airlines, Inc. may be deemed to beneficially own 10,490,745 Shares of Republic Airways Holdings Inc., or 22.3% of outstanding Shares as of February 5, 2026. Both entities share voting and dispositive power over these Shares.

Item 4 explains that, on February 3, 2026, the parties agreed on 2,744,348 Escrow Shares payable to United under a Three Party Agreement, in exchange for forgiveness and repayment of specified pre-closing debts and obligations. These Escrow Shares are valued at $18.84 per share, totaling $51,703,516.32.

This amendment mainly refines the economics and ownership calculations stemming from an existing transaction rather than introducing a new deal. Future company filings may provide additional context on how this equity position and the escrow settlement interact with Republic’s broader capital structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Republic Airways Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

590479408

(CUSIP Number)

Robert S. Rivkin
United Airlines Holdings, Inc., 233 South Wacker Drive
Chicago, IL, 60606
(872) 825-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 590479408

1

Name of reporting person

United Airlines Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,490,745.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,490,745.00

11

Aggregate amount beneficially owned by each reporting person

10,490,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.3 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

The percentage of Shares (as defined herein) reported beneficially owned by the Reporting Person is based on 46,949,601 Shares outstanding as of February 5, 2026, based on information received from the Issuer.

SCHEDULE 13D

CUSIP No. 590479408

1

Name of reporting person

UNITED AIRLINES, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,490,745.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,490,745.00

11

Aggregate amount beneficially owned by each reporting person

10,490,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.3 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

The percentage of Shares reported beneficially owned by the Reporting Person is based on 46,949,601 Shares outstanding as of February 5, 2026, based on information received from the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Republic Airways Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 2 Brickyard Lane, Carmel, INDIANA , 46032.
Item 1 Comment: This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by the undersigned, pursuant to Section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC" or the "Commission") by the undersigned on January 23, 2023 (the "Initial Schedule 13D"), as amended and supplemented by Amendment No. 1 filed with the Commission on March 8, 2023, Amendment No. 2 filed with the Commission on May 4, 2023, Amendment No. 3 filed with the Commission on April 8, 2025, and Amendment No. 4 filed with the Commission on November 28, 2025 (collectively, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Shares"), of Republic Airways Holdings Inc. (formerly known as Mesa Air Group, Inc.), a Delaware corporation (the "Issuer" or the "Company"), whose principal executive offices are located at 2 Brickyard Lane, Carmel, Indiana 46032. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The disclosure in Item 4 of this Amendment No. 5 is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On February 3, 2026, pursuant to the terms of the Three Party Agreement (as defined and described in Amendment No. 3), the amount of Escrow Shares payable to United in exchange for the forgiveness and repayment of certain debts and obligations of the pre-closing Company to United was agreed upon among United, the Issuer, and Legacy Republic as 2,744,348 Escrow Shares, valued at $18.84 per share, with a total value of $51,703,516.32.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, each of the Reporting Persons may be deemed to own 10,490,745 Shares, which represent approximately 22.3% of the Shares outstanding. The percentage of Shares reported beneficially owned by the Reporting Persons is based on 46,949,601 Shares outstanding as of February 5, 2026, based on information received from the Issuer.
(b)	Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: As the holding company of United, UAL shares with United the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 10,490,745 Shares directly held by United.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: The disclosure in Item 4 of this Amendment No. 5 is incorporated by reference into this Item 5(c).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

United Airlines Holdings, Inc.

Signature:	/s/ Robert S. Rivkin
Name/Title:	Robert S. Rivkin, Senior Vice President and Chief Legal Officer
Date:	02/05/2026

UNITED AIRLINES, INC.

Signature:	/s/ Michael D. Leskinen
Name/Title:	Michael D. Leskinen, Executive Vice President and Chief Financial Officer
Date:	02/05/2026

FAQ

How many Republic (MESA) shares does United beneficially own according to this amendment?

United Airlines Holdings Inc. and United Airlines, Inc. may be deemed to beneficially own 10,490,745 Shares of Republic Airways Holdings Inc. This stake represents 22.3% of the outstanding common stock, based on 46,949,601 Shares outstanding as of February 5, 2026.

What percentage of Republic (MESA) is owned by United after Amendment No. 5?

The reporting persons state they beneficially own approximately 22.3% of Republic’s common stock. This percentage is calculated using 46,949,601 Shares outstanding as of February 5, 2026, as reported to them by Republic Airways Holdings Inc.

What are the Escrow Shares mentioned in United’s Schedule 13D/A for Republic (MESA)?

The Escrow Shares are 2,744,348 Shares payable to United under a Three Party Agreement. They are being delivered in exchange for forgiveness and repayment of certain pre-closing debts and obligations that the prior company owed to United Airlines and its affiliates.

How are the Escrow Shares in Republic (MESA) valued for United?

The parties agreed to value the 2,744,348 Escrow Shares at $18.84 per share, giving a total value of $51,703,516.32. This valuation is tied to the settlement of specified debts and obligations owed to United before the closing of the transaction.

Which entities are the reporting persons in this Republic (MESA) Schedule 13D/A filing?

The reporting persons are United Airlines Holdings Inc. (a Delaware corporation) and its subsidiary United Airlines, Inc. Both share voting and dispositive power over 10,490,745 Shares of Republic Airways Holdings Inc. common stock reported in this amendment.

What is the purpose of United’s latest Schedule 13D/A amendment for Republic (MESA)?

The amendment updates information on United’s ownership and related arrangements in Republic Airways Holdings Inc. It records the agreed number and value of 2,744,348 Escrow Shares issued for debt forgiveness and confirms beneficial ownership of 10,490,745 Shares, or 22.3% of the company.