Owl Creek Asset Management, L.P. and Jeffrey A. Altman have disclosed a significant passive stake in Republic Airways Holdings Inc. They report beneficial ownership of 4,113,312 shares of common stock, representing 8.8% of the company, based on approximately 46,900,000 shares outstanding as of November 25, 2025.
The shares are held by Owl Creek-managed funds and related entities, with Owl Creek and Altman sharing voting and dispositive power and no sole authority over the stock. They certify the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Republic Airways.
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What ownership stake in Republic Airways (MESA) did Owl Creek report?
Owl Creek reported beneficial ownership of 4,113,312 shares, or 8.8% of Republic Airways’ common stock. This percentage is based on approximately 46,900,000 shares outstanding as of November 25, 2025, as disclosed in a prior company Form 8-K.
Who are the reporting persons in the Republic Airways (MESA) Schedule 13G?
The Schedule 13G is filed by Owl Creek Asset Management, L.P. and Jeffrey A. Altman. Owl Creek acts as investment manager to certain funds and entities holding the shares, while Altman is the managing member of Owl Creek’s general partner and shares beneficial ownership authority.
Is Owl Creek’s 13G filing for Republic Airways (MESA) a passive investment?
Yes, the filing characterizes the position as a passive investment. The reporting persons certify the securities were acquired and are held in the ordinary course of business, not to change or influence control of Republic Airways or participate in any control-related transaction.
How is voting and dispositive power over Republic Airways (MESA) shares allocated?
Owl Creek and Jeffrey A. Altman report shared voting and shared dispositive power over 4,113,312 shares. They report zero sole voting power and zero sole dispositive power, indicating all authority over the shares is exercised on a shared basis through the managed funds and entities.
On what share count is Owl Creek’s 8.8% Republic Airways (MESA) ownership based?
The 8.8% ownership figure is calculated using approximately 46,900,000 Republic Airways shares outstanding. This outstanding share count is referenced from the company’s Form 8-K, which stated the number as of November 25, 2025, providing the baseline for the percentage calculation.
Who ultimately receives dividends and sale proceeds from Owl Creek’s Republic Airways (MESA) shares?
The Owl Creek funds and related entities are entitled to dividends and sale proceeds from the shares. The filing notes these Owl Creek Funds and Entities have the right to receive or direct the receipt of dividends or proceeds from the 4,113,312 shares of common stock reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REPUBLIC AIRWAYS HOLDINGS INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
590479408
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
590479408
1
Names of Reporting Persons
Owl Creek Asset Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,113,312.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,113,312.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,113,312.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
590479408
1
Names of Reporting Persons
Jeffrey A. Altman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,113,312.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,113,312.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,113,312.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
REPUBLIC AIRWAYS HOLDINGS INC.
(b)
Address of issuer's principal executive offices:
2 Brickyard Lane, Carmel, IN 46032
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Owl Creek Asset Management, L.P., a Delaware limited partnership and the investment manager of certain funds and related entities (the "Owl Creek Funds and Entities"), with respect to the shares of common stock, $0.001 par value per share ("Common Stock"), of Republic Airways Holdings Inc. (the "Company") owned by the Owl Creek Funds and Entities; and
(ii) Jeffrey A. Altman ("Mr. Altman"), as managing member of the general partner of Owl Creek Asset Management, L.P., with respect to the shares of Common Stock owned by the Owl Creek Funds and Entities.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019.
(c)
Citizenship:
Owl Creek Asset Management, L.P. is a limited partnership organized under the laws of the State of Delaware. Mr. Altman is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
590479408
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon approximately 46,900,000 shares of Common Stock outstanding as of November 25, 2025, as disclosed in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 1, 2025.
(b)
Percent of class:
8.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Owl Creek Funds and Entities have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Owl Creek Asset Management, L.P.
Signature:
/s/ Jeffrey A. Altman
Name/Title:
By: Owl Creek GP, L.L.C., General Partner, By: Jeffrey A. Altman, Managing Member
