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Republic Airways (RJET) director reports equity award and tax-withholding share dispositions

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

REPUBLIC AIRWAYS HOLDINGS INC. director J. David Grizzle reported equity award changes tied to a planned leadership transition. On June 15, 2026, he ceased serving as CEO while remaining chairman of the board, and the compensation committee approved accelerated vesting of his equity awards.

The filing shows a grant or award acquisition of 128,505 shares of common stock, along with two tax-withholding dispositions of 57,955 shares and 80,976 shares at a reference price of $18.25 per share. These F-code transactions reflect shares withheld by the company to cover tax liabilities related to accelerated vesting of restricted stock and performance-based restricted stock units, rather than open‑market sales.

Positive

  • None.

Negative

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Insights

Accelerated vesting around a CEO transition with tax withholding, not market selling.

J. David Grizzle’s Form 4 combines a leadership change with equity mechanics. He stepped down as CEO on June 15, 2026 but stayed on as board chairman, while the compensation committee accelerated vesting of his outstanding equity awards.

The filing records an award of 128,505 common shares and two F-code tax-withholding dispositions totaling 138,931 shares at $18.25 per share. These withheld shares settle tax liabilities on restricted stock and performance-based units, so they are not open-market sales and carry limited signaling value for the company’s equity outlook.

Insider GRIZZLE J DAVID
Role null
Type Security Shares Price Value
Tax Withholding Common Stock 80,976 $18.25 $1.48M
Grant/Award Common Stock 128,505 $0.00 --
Tax Withholding Common Stock 57,955 $18.25 $1.06M
Holdings After Transaction: Common Stock — 148,245 shares (Direct, null)
Footnotes (1)
  1. As part of the Issuer's CEO transition plan, on June 15, 2026, Mr. Grizzle ceased to serve as CEO, while retaining his position as chairman of the Issuer's Board of Directors; in connection therewith, the Issuer's Compensation Committee approved the accelerated vesting of equity awards held by Mr. Grizzle. Represents shares of common stock withheld by the Issuer to pay taxes applicable to accelerated vesting of restricted stock, related to awards previously reported and subject to vesting based on time or achievement of two remaining specified operational milestones. In connection with accelerated vesting of previously granted restricted stock units, subject to performance-based vesting conditions ("PSUs"), the PSUs, which were not previously reported, were deemed earned at an assumed multiple of target and settled into shares of common stock on a one-for-one basis. Represents shares of common stock withheld by the Issuer to pay taxes applicable to accelerated vesting of PSUs reported herein.
Tax withholding block 1 57,955 shares at $18.25 Common stock withheld for taxes on accelerated vesting of restricted stock
Equity award 128,505 shares Grant/award acquisition of common stock at $0.00 per share
Tax withholding block 2 80,976 shares at $18.25 Common stock withheld for taxes on accelerated vesting of PSUs
Total tax-withheld shares 138,931 shares Aggregate F-code tax-withholding dispositions reported in the Form 4
Tax-withholding transactions count 2 transactions F-code dispositions to satisfy tax liabilities on accelerated vesting
tax-withholding disposition financial
"Represents shares of common stock withheld by the Issuer to pay taxes applicable to accelerated vesting"
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.
accelerated vesting financial
"the Issuer's Compensation Committee approved the accelerated vesting of equity awards held by Mr. Grizzle"
restricted stock units financial
"In connection with accelerated vesting of previously granted restricted stock units, subject to performance-based vesting conditions"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based vesting conditions ("PSUs") financial
"subject to performance-based vesting conditions ("PSUs"), the PSUs ... were deemed earned"
grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026F(1)(2)80,976D$18.25148,245D
Common Stock06/15/2026A(1)(3)128,505A$0276,750D
Common Stock06/15/2026F(1)(4)57,955D$18.25218,795D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. As part of the Issuer's CEO transition plan, on June 15, 2026, Mr. Grizzle ceased to serve as CEO, while retaining his position as chairman of the Issuer's Board of Directors; in connection therewith, the Issuer's Compensation Committee approved the accelerated vesting of equity awards held by Mr. Grizzle.
2. Represents shares of common stock withheld by the Issuer to pay taxes applicable to accelerated vesting of restricted stock, related to awards previously reported and subject to vesting based on time or achievement of two remaining specified operational milestones.
3. In connection with accelerated vesting of previously granted restricted stock units, subject to performance-based vesting conditions ("PSUs"), the PSUs, which were not previously reported, were deemed earned at an assumed multiple of target and settled into shares of common stock on a one-for-one basis.
4. Represents shares of common stock withheld by the Issuer to pay taxes applicable to accelerated vesting of PSUs reported herein.
Remarks:
/s/ Chad M. Pulley, as Attorney-in-Fact06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did RJET director J. David Grizzle report?

He reported one equity award and two tax-withholding events. The award covered 128,505 common shares, while 57,955 and 80,976 shares were withheld at $18.25 per share to cover tax obligations from accelerated vesting of restricted and performance-based stock units.

Was the RJET Form 4 a market sale of shares by J. David Grizzle?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares totaling 138,931 were withheld by Republic Airways at $18.25 per share to pay taxes triggered by accelerated vesting of restricted stock and performance-based stock units.

How is the CEO transition at Republic Airways reflected in this Form 4 filing?

The filing notes that on June 15, 2026, J. David Grizzle ceased serving as CEO but remained board chairman. In connection with this transition, the compensation committee approved accelerated vesting of his equity awards, which led to the reported grant and related tax-withholding transactions.

What equity award did J. David Grizzle receive from Republic Airways?

He received a grant or award acquisition of 128,505 shares of Republic Airways common stock at a stated price of $0.00 per share. This reflects settlement of previously granted restricted stock units as part of accelerated vesting tied to his leadership transition.

Why were Republic Airways shares withheld at $18.25 in the Form 4?

The company withheld 57,955 and 80,976 shares at $18.25 per share to satisfy tax liabilities. These arose from accelerated vesting of restricted stock and performance-based restricted stock units, so the withholding is a compensation-related tax event rather than a discretionary stock sale.