Embraer S.A. and affiliates report a significant ownership stake in Republic Airways Holdings Inc. Embraer, through its wholly owned and indirectly wholly owned subsidiaries, reports beneficial ownership of 4,139,215 shares of Republic’s common stock, representing 8.8% of the outstanding shares based on 46,829,476 shares outstanding as of April 28, 2026.
The stake is held through Embraer Netherlands B.V. with 3,129,680 shares, Embraer Aircraft Customer Services, LLC with 741,457 shares, and Embraer Finance Ltd. with 268,078 shares. Each subsidiary has sole voting and dispositive power over its respective shares, while Embraer shares voting and dispositive power over the combined holdings as their parent. The filing is made jointly under a Joint Filing Agreement, and each reporting person disclaims membership in a group and disclaims beneficial ownership beyond what is required for Section 13(d) reporting.
Positive
None.
Negative
None.
Key Figures
Embraer total holdings:4,139,215 sharesEmbraer ownership percentage:8.8%Shares outstanding:46,829,476 shares+4 more
7 metrics
Embraer total holdings4,139,215 sharesBeneficially owned common stock of Republic Airways by Embraer and subsidiaries
Embraer ownership percentage8.8%Portion of Republic Airways outstanding common stock as of April 28, 2026
Shares outstanding46,829,476 sharesRepublic Airways common stock outstanding as of April 28, 2026
Embraer Netherlands holdings3,129,680 sharesRepublic Airways common stock held directly by Embraer Netherlands B.V.
Embraer Netherlands ownership6.7%Percentage of Republic Airways outstanding common stock
Embraer Aircraft holdings741,457 sharesRepublic Airways common stock held by Embraer Aircraft Customer Services, LLC
Embraer Finance holdings268,078 sharesRepublic Airways common stock held by Embraer Finance Ltd.
Key Terms
beneficially owned, sole voting power, shared dispositive power, parent holding company, +1 more
5 terms
beneficially ownedregulatory
"The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting powerregulatory
"5 | Sole Voting Power 0.00 6 | Shared Voting Power 4,139,215.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
shared dispositive powerregulatory
"8 | Shared Dispositive Power 4,139,215.00"
parent holding companyregulatory
"If a parent holding company has filed this schedule, pursuant to (ii)(G), so indicate under Item 3(g)"
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement, dated August 6, 2026"
What ownership stake does Embraer report in Republic Airways Holdings Inc. (RJET)?
Embraer reports beneficial ownership of 4,139,215 shares of Republic Airways common stock, representing 8.8% of the outstanding shares, based on 46,829,476 shares outstanding as of April 28, 2026.
How is Embraer’s reported 8.8% stake in RJET structured among its subsidiaries?
The 4,139,215 shares are held via three subsidiaries: Embraer Netherlands B.V. with 3,129,680 shares, Embraer Aircraft Customer Services, LLC with 741,457 shares, and Embraer Finance Ltd. with 268,078 shares.
What percentage of Republic Airways (RJET) does each Embraer entity beneficially own?
Embraer Netherlands B.V. owns 6.7%, Embraer Aircraft Customer Services, LLC owns 1.6%, and Embraer Finance Ltd. owns 0.6% of Republic’s outstanding common stock, calculated on 46,829,476 shares outstanding.
Does Embraer have voting and dispositive power over its RJET holdings?
Each subsidiary has sole voting and dispositive power over its own shares. As parent, Embraer shares voting and dispositive power over the combined 4,139,215 shares held by Embraer Netherlands, Embraer Aircraft, and Embraer Finance.
On what share count is Embraer’s 13G ownership in Republic Airways (RJET) based?
The reported ownership percentages are based on 46,829,476 issued and outstanding shares of Republic Airways common stock as of April 28, 2026, as disclosed in Republic’s Form 10-Q filed May 8, 2026.
Do the Embraer reporting persons admit to forming a group with respect to RJET shares?
No. The reporting persons expressly disclaim that they constitute a “group” for purposes of Section 13(d) and also disclaim beneficial ownership of any shares beyond what is required for the Schedule 13G filing.
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, par value $0.001 per share
(Title of Class of Securities)
590479408
(CUSIP Number)
11/25/2025
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
590479408
1
Names of Reporting Persons
Embraer S.A.
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
BRAZIL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,139,215.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,139,215.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,139,215.00
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, CO
Comment for Type of Reporting Person: The percentage of shares reported beneficially owned by the Reporting Person is based on approximately 46,829,476 shares of the Issuer's common stock outstanding as of April 28, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
590479408
1
Names of Reporting Persons
Embraer Netherlands B.V.
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
NETHERLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,129,680.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,129,680.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,129,680.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage of shares reported beneficially owned by the Reporting Person is based on approximately 46,829,476 shares of the Issuer's common stock outstanding as of April 28, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
590479408
1
Names of Reporting Persons
Embraer Aircraft Customer Services, LLC
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
741,457.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
741,457.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
741,457.00
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)
1.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage of shares reported beneficially owned by the Reporting Person is based on approximately 46,829,476 shares of the Issuer's common stock outstanding as of April 28, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
590479408
1
Names of Reporting Persons
Embraer Finance Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
268,078.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
268,078.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
268,078.00
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)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage of shares reported beneficially owned by the Reporting Person is based on approximately 46,829,476 shares of the Issuer's common stock outstanding as of April 28, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 8, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
REPUBLIC AIRWAYS HOLDINGS INC.
(b)
Address of issuer's principal executive offices:
2 Brickyard Lane, Carmel, Indiana 46032
Item 2.
(a)
Name of person filing:
This Statement on Schedule 13G ("Statement") is being jointly filed by (1) Embraer S.A. ("Embraer"), (2) Embraer Netherlands B.V. ("Embraer Netherlands"), (3) Embraer Aircraft Customer Services, LLC ("Embraer Aircraft"), and (4) Embraer Finance Ltd. ("Embraer Finance") (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission ("SEC") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"). Neither the present filing nor anything contained herein shall be construed as an admission (i) that the Reporting Persons constitute a "person" for any purpose other than Section 13(d) of the Act or (ii) that the Reporting Persons constitute a "group" for any purpose, and each of the Reporting Persons expressly disclaims membership in a group. The Reporting Persons have entered into a Joint Filing Agreement, dated August 6, 2026, a copy of which is attached as Exhibit A to this Statement, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)
Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is as follows: (1) Embraer S.A. Av. Brigadeiro Faria Lima, 2170 Sao Jose dos Campos, Sao Paulo CEP 12227-901 Brazil (2) Embraer Netherlands B.V. Jachthavenweg 109 C 1081KM Amsterdam, The Netherlands (3) Embraer Aircraft Customer Services, LLC 276 SW 34th Street Fort Lauderdale, FL 33315 United States of America (4) Embraer Finance Ltd. 190 Elgin Avenue, George Town Grand Cayman KY1-9008 Cayman Islands
(c)
Citizenship:
(1) Embraer - Federative Republic of Brazil (2) Embraer Netherlands - The Netherlands (3) Embraer Aircraft - State of Delaware (4) Embraer Finance - Cayman Islands
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
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 percentages in this Item 4 have been calculated based upon an aggregate of 46,829,476 issued and outstanding shares of Common Stock of the Issuer as of April 28, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 8, 2026.
The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person is set forth below. (1) Embraer beneficially owns an aggregate of 4,139,215 shares of Common Stock, which constitute 8.8% of the issued and outstanding Common Stock as of March 27, 2026, comprised of the following: (i) 3,129,680 shares held by Embraer Netherlands, a direct wholly owned subsidiary of Embraer; (ii) 741,457 shares held by Embraer Aircraft, an indirect wholly owned subsidiary of Embraer; and (iii) 268,078 shares held by Embraer Finance, an indirect wholly owned subsidiary of Embraer. Embraer Netherlands, Embraer Aircraft and Embraer Finance are the holders of record of their respective shares. Embraer controls Embraer Netherlands as a direct wholly owned subsidiary, and Embraer Aircraft and Embraer Finance as indirect wholly owned subsidiaries. Thus, Embraer has beneficial ownership of the shares held by Embraer Netherlands, Embraer Aircraft and Embraer Finance. (2) Embraer Netherlands beneficially owns 3,129,680 shares of Common Stock, which constitute 6.7% of issued and outstanding Common Stock. (3) Embraer Aircraft beneficially owns 741,457 shares of Common Stock, which constitute 1.6% of issued and outstanding Common Stock. (4) Embraer Finance beneficially owns 268,078 shares of Common Stock, which constitute 0.6% of issued and outstanding Common Stock. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a "group" for the purposes of Section 13(d) of the Act and the rules thereunder. The filing of this Statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Section 13(d) of the Act.
Each of Embraer Netherlands, Embraer Aircraft and Embraer Finance has voting power with respect to its 3,129,680 shares, 741,457 shares and 268,078 shares, respectively. Embraer controls Embraer Netherlands as a direct wholly owned subsidiary, and Embraer Aircraft and Embraer Finance as indirect wholly owned subsidiaries. Thus, Embraer shares voting power with respect to the combined 4,139,215 shares held by Embraer Netherlands, Embraer Aircraft and Embraer Finance.
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Each of Embraer Netherlands, Embraer Aircraft and Embraer Finance has dispositive power with respect to its 3,129,680 shares, 741,457 shares and 268,078 shares, respectively. Embraer controls Embraer Netherlands as a direct wholly owned subsidiary, and Embraer Aircraft and Embraer Finance as indirect wholly owned subsidiaries. Thus, Embraer shares dispositive power with respect to the combined 4,139,215 shares held by Embraer Netherlands, Embraer Aircraft and Embraer Finance.
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.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to the cover pages hereto for the identification of each subsidiary of Embraer which acquired the shares of Common Stock being reported on by Embraer as a control person. See Item 4.
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 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.
Embraer S.A.
Signature:
/s/ Felipe Santana Santiago de Lima
Name/Title:
Executive Vice President, Financial and Investor Relations
Date:
08/06/2026
Signature:
/s/ Luis Carlos Marinho da Silva
Name/Title:
Executive Vice President, Operations
Date:
08/06/2026
Embraer Netherlands B.V.
Signature:
/s/ Andreia Pereira de Jesus
Name/Title:
Management Board Member
Date:
08/06/2026
Signature:
/s/ Marcelo Pereira Santiago
Name/Title:
Management Board Member
Date:
08/06/2026
Embraer Aircraft Customer Services, LLC
Signature:
/s/ Vinicius Almeida de Sousa
Name/Title:
Officer
Date:
08/06/2026
Signature:
/s/ Fabio Motta Silva
Name/Title:
Financial Manager
Date:
08/06/2026
Embraer Finance Ltd.
Signature:
/s/ Felipe Santana Santiago de Lima
Name/Title:
President and Treasurer
Date:
08/06/2026
Signature:
/s/ Daniel Vieira de Biasi Cordeiro
Name/Title:
Vice President
Date:
08/06/2026
Exhibit Information
A Joint Filing Agreement by and among the Reporting Persons as required by Rule 13d-1(k)(1).
