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  4. [8-K/A] REPUBLIC AIRWAYS HOLDINGS INC. Amends Material Event Report

Republic Airways (NASDAQ: RJET) details new CEO compensation

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8-K/A

Rhea-AI Filing Summary

Republic Airways Holdings Inc. filed an amended current report to add details on compensation arrangements for Matthew J. Koscal tied to his promotion to President and Chief Executive Officer, effective June 15, 2026. The filing also notes that former CEO David Grizzle resumed the role of non-executive Chairman of the Board.

The amendment explains that, on June 11, 2026, the Compensation Committee approved changes to Mr. Koscal’s pay to align it with his new responsibilities, while the rest of his employment agreement and existing awards remain in place.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board promotion approval date April 22, 2026 Date the Board approved Matthew J. Koscal’s promotion to CEO
Compensation changes approval date June 11, 2026 Date the Compensation Committee approved CEO compensation changes
CEO role effective date June 15, 2026 Effective date Matthew J. Koscal became President and CEO
Amendment signature date June 17, 2026 Date the amended report was signed by the CFO
Emerging growth company regulatory
"Emerging growth company EXPLANATORY NOTE Republic Airways Holdings Inc."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
principal executive officer financial
"promoted Matthew J. Koscal to the role of President and Chief Executive Officer (principal executive officer)"
The principal executive officer is the highest-ranking manager who leads a company’s overall strategy, operations and public communication—often acting like the captain of a ship who sets direction and makes final calls. Investors watch this person because their decisions, credibility and ability to deliver results shape company performance, risk and market confidence, and changes in that role can directly affect stock value and corporate accountability.
non-executive Chairman of the Board financial
"at which time Mr. Grizzle resumed the role of non-executive Chairman of the Board of Directors"
Corporate Governance Committee financial
"the Company’s Board of Directors, upon the recommendation of its Corporate Governance Committee, promoted Matthew J. Koscal"
A corporate governance committee is a group of board members responsible for defining and overseeing the rules, policies and ethical standards that guide how a company is run, how directors are chosen, and how conflicts are managed. For investors it matters because this committee acts like a referee and coach—shaping leadership choices, enforcing accountability and reducing governance-related risks that can affect trust, reputation and long-term value.
Compensation Committee financial
"the Company’s Compensation Committee approved, on June 11, 2026, the following changes to Mr. Koscal’s compensation"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does Republic Airways (RJET) disclose in this amended 8-K?
Republic Airways updates its prior current report to describe compensation arrangements for Matthew J. Koscal as he becomes President and Chief Executive Officer on June 15, 2026. It clarifies that his existing employment agreement and award terms otherwise remain unchanged.

When did Matthew J. Koscal become CEO of Republic Airways (RJET)?
Matthew J. Koscal’s promotion to President and Chief Executive Officer became effective June 15, 2026. The Board approved the promotion on April 22, 2026, following a recommendation from the Corporate Governance Committee, and later adjusted his compensation to reflect the new responsibilities.

What role does David Grizzle hold at Republic Airways (RJET) now?
David Grizzle resumed the position of non-executive Chairman of the Board of Directors when Matthew J. Koscal became Chief Executive Officer on June 15, 2026. He previously served as Chairman of the legacy Republic Board until taking on the CEO role before the Mesa Air Group merger.

Which board committees were involved in the Republic Airways (RJET) CEO changes?
The Corporate Governance Committee recommended Matthew J. Koscal’s promotion to President and Chief Executive Officer, which the Board approved on April 22, 2026. The Compensation Committee then approved changes to his compensation on June 11, 2026, effective June 15, 2026, aligning pay with his expanded duties.

Did Republic Airways (RJET) change Matthew Koscal’s entire employment agreement?
No, Republic Airways states that only specific compensation elements were adjusted to reflect Matthew Koscal’s new role as Chief Executive Officer. All other terms of his amended employment agreement and existing award agreements continue in effect under the same conditions as before the promotion.
true 0000810332 0000810332 2026-04-22 2026-04-22
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 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, Indiana

   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. ☐

 

 
 

EXPLANATORY NOTE

Republic Airways Holdings Inc. (the “Company”) is amending its Current Report on Form 8-K, originally filed on April 28, 2026, to disclose certain subsequently approved compensation arrangements for Matthew J. Koscal in connection with his appointment as President and Chief Executive Officer, effective as of June 15, 2026.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed by the Company in a Current Report on Form 8-K, filed on April 28, 2026, on April 22, 2026, the Company’s Board of Directors, upon the recommendation of its Corporate Governance Committee, promoted Matthew J. Koscal to the role of President and Chief Executive Officer (principal executive officer), effective as of June 15, 2026, to succeed David Grizzle, at which time Mr. Grizzle resumed the role of non-executive Chairman of the Board of Directors, a position previously held by Mr. Grizzle for the legacy Republic Board of Directors since 2017 (until assuming the Chief Executive Officer role), prior to its merger with Mesa Air Group, Inc. on November 25, 2025.

In connection with the promotion of Mr. Koscal, the Company’s Compensation Committee approved, on June 11, 2026, the following changes to Mr. Koscal’s compensation, effective as of June 15, 2026, to recalibrate Mr. Koscal’s compensation commensurately with his new, additional responsibilities:

 

  •  

Annual base salary of $802,000 (increased from $675,000);

 

  •  

Target cash bonus opportunity under the Company’s annual short-term incentive program with actual payout based on 2026 performance and a determination by the Compensation Committee: 114% of base salary (increased from 100%, resulting in a prorated 2026 target amount of approximately 100% of the new annual base salary); and

 

  •  

Target long-term incentive award valued at 376% of annual base salary (increased from 275% of base salary), resulting in a prorated 2026 target long-term incentive award of 310% of the new annual base salary, with actual payout subject to the Compensation Committee’s determination of details pertaining to such award as part of its annual review cycle.

 

  •  

For 2026, in light of Mr. Koscal’s revised long-term incentive target value, on June 15, 2026, Mr. Koscal received a supplemental grant of performance stock units (“PSUs”), with an aggregate value of $628,333, based on the volume-weighted average closing price of one share of the Company’s common stock for the 30 trading days ended on June 15, 2026, rounded up to the nearest unit (resulting in 31,559 PSUs at “target” performance). The material terms of the PSUs are set forth in the Form of Performance Stock Unit Grant Notice and Agreement under the Republic Airways Holdings Inc. 2025 Equity Incentive Plan, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 and incorporated by reference herein. At the conclusion of the three-year period commencing on January 1, 2026, the PSUs will vest upon satisfaction of the vesting criteria (Controllable Completion Factor (“CCF”), 3-Year Annual Average Daily Utilization Targets and pre-tax income (reported as income before income taxes in the financial statements)), applicable to the annual 2026 PSUs granted to the Company’s named executive officers in March 2026.

Except as set forth above, the terms of Mr. Koscal’s existing employment agreement (as amended) and outstanding award agreements remain in effect.

 

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: June 17, 2026

   REPUBLIC AIRWAYS HOLDINGS INC.
    By:  

/s/ Joseph P. Allman

    Name:   Joseph P. Allman
    Title:   Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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