SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED 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

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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

46032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REPUBLIC AIRWAYS HOLDINGS INC. [ RJET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/25/2025		A		26,944	A	⁽¹⁾⁽²⁾	26,944	D
Common Stock	11/25/2025		A		208,030	A	⁽¹⁾⁽³⁾⁽⁴⁾	234,974	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On November 25, 2025, pursuant to that Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") dated as of April 4, 2025, by and between Mesa Air Group, Inc. ("Mesa") and Republic Airways Holdings Inc. ("Republic"), among other things, (i) Republic merged with and into Mesa, with Mesa as the surviving corporation in the merger (the "Merger"), (ii) Mesa was converted from a Nevada corporation to a Delaware corporation, and (iii) Mesa was renamed Republic Airways Holdings Inc. (following the Merger, the "Issuer").

2. Pursuant to the Merger Agreement, at the effective time of the Merger ("Effective Time"), each share of Republic common stock ("Republic Common Stock"), issued and outstanding immediately prior to the Effective Time of the Merger was automatically converted into the right to receive 38.9933 validly issued, fully paid, and nonassessable shares of Issuer common stock and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes (the "Merger Consideration").

3. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Republic restricted stock unit ("Republic RSU") that was not vested in accordance with its terms, was assumed by the Issuer and converted into the right to receive an award of restricted shares of Issuer common stock (rounded up to the next whole share of Issuer common stock) equal to the product obtained by multiplying (x) 38.9933 by (y) the total number of shares of Republic Common Stock subject to such unvested Republic RSU immediately prior to the Effective Time. Each unvested Republic RSU assumed and converted into a share of Issuer restricted stock shall continue to have, and shall be subject to, the same terms and conditions (including with respect to vesting) as applied to the corresponding Republic RSU as of immediately prior to the Effective Time.

4. These shares of Issuer restricted stock vest as follows, in each case, subject to continued service through the applicable vesting date: with respect to 16,845 shares, in equal installments on each of December 31, 2025, December 31, 2026, and December 31, 2027; and with respect to 191,185 shares, 35% of such shares will vest on each of November 25, 2028 and November 25, 2029, and 30% of such shares will vest in one-third tranches upon the achievement of specified operational milestones.

	/s/ Chad M. Pulley, Attorney-in-Fact	11/28/2025
	** Signature of Reporting Person	Date
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).
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CEO and Chairman Grizzle J David was granted 234,974 shares (SEC Form 4)