UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

REPUBLIC AIRWAYS HOLDINGS INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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April 9, 2026

Dear Stockholder:

On behalf of the Board of Directors of Republic Airways Holdings Inc. (the “Company”), it is my pleasure to extend an invitation to the Annual Meeting of Stockholders (the “Annual Meeting”) to be held Thursday, May 21, 2026 at 10:00 a.m., Eastern Time virtually via teleconference. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/RJET2026. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials, on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice. You will not be able to attend the Annual Meeting in person.

We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” all nominees for directors, “FOR” the approval of the advisory resolution relating to the compensation of our named executive officers as disclosed in the accompanying proxy statement, and “FOR” the ratification of the appointment of Deloitte as the company’s independent registered public accounting firm for 2026.

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 9, 2026, to our stockholders of record at the close of business on March 27, 2026. The notice contains instructions on how to access our Proxy Statement and 2025 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the internet, please follow the instructions for requesting such materials included in the notice.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the internet at the Annual Meeting. We encourage you to vote by internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting. Submission of your proxy or voting instructions in advance of the Annual Meeting will not affect your right to attend the Annual Meeting.

Very truly yours,

David Grizzle

Chairman and Chief Executive Officer

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REPUBLIC AIRWAYS HOLDINGS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


TIME	10:00 a.m., Eastern Time, on Thursday, May 21, 2026.

VIRTUAL LOCATION	You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/RJET2026 and entering the control number. You will need to have your 16-Digit Control Number shown on your Notice of Internet Availability of Proxy Materials or on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice.

ITEMS OF BUSINESS	1.	To elect the director nominees listed in the Proxy Statement.
	2.	To conduct an advisory, non-binding vote to approve the compensation of the named executive officers of the Company.
	3.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.
	4.	To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

RECORD DATE	You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 27, 2026.

VOTING BY PROXY	To ensure your shares are voted, you may vote your shares over the internet, by telephone or by completing, signing and returning a proxy card. Voting procedures are described on the following page and on the proxy card.


			By Order of the Board of Directors,


			Chad M. Pulley
			Senior Vice President, General Counsel and Secretary

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 21, 2026:

Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 21, 2026 at 10:00 a.m. Eastern Time, or any adjournment or postponement thereof. Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet, thereby capturing cost and environmental benefits. On or about April 9, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2026 Annual Meeting of Stockholders, the accompanying proxy statement and our 2025 Annual Report on Form 10-K are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. We also will begin sending a paper copy of the proxy materials to those stockholders of record who have requested a paper copy. Brokers and other nominees who hold shares on behalf of beneficial owners may be sending their own similar notices. The proxy materials will also be available on our investor relations website, https://investor.rjet.com/overview/default.aspx. Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.

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PROXY VOTING METHODS

If, at the close of business on March 27, 2026, you were a stockholder of record you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares in advance over the internet, by telephone or by mail. You may also revoke your proxies at the times and in the manner described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May 20, 2026 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your bank, broker or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

•	Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.

•	You will need the 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice.

BY TELEPHONE

•	From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.

•	You will need the 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice.

BY MAIL

•	Mark your selections on the proxy card.

•	Date and sign your name exactly as it appears on your proxy card.

•	Mail the proxy card in the enclosed postage-paid envelope provided to you.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

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Table of Contents


			Page
A Message from our Chairman and CEO
Notice of Annual Meeting of Stockholders
General Information			1
Proposal No. 1–Election of Directors			6
Nominees for Election to the Board of Directors in 2026			6
The Board of Directors and Certain Governance Matters			9
Composition of the Board of Directors			9
Director Independence and Independence Determinations			9
Board Nomination Process, Identifying Nominees for Election to the Board			9
Board Committees and Meetings			10
Compensation Committee Interlocks and Insider Participation			12
Code of Business Conduct and Ethics			12
Corporate Governance Guidelines			12
Securities Trading Policy and Policy against Hedging			13
Incentive Compensation Clawback Policy			14
Equity Grant Policies			14
Stock Ownership Guidelines			14
Executive Sessions			13
Leadership Structure			13
Communications with the Board			13
Risk Oversight and Cybersecurity			13
Executive Officers of the Company			15
Proposal No. 2–Non-Binding Vote on Executive Compensation			17
Executive Compensation			18
Compensation Discussion and Analysis			18
Compensation Philosophy			18
Implementing Our Philosophy			19
Role of the Compensation Committee and Management			19
Compensation Consultant and Competitive Peer Group			20
Elements of Compensation			21
Base Salary			21
Annual Short-Term Incentive Awards			21
Long-Term Incentive Awards			22
Long-Term Equity Incentive Compensation			24
Retirement and Other Benefits			26
Summary of Employment Agreements			26
Potential Impact on Compensation from NEO Misconduct			27
Compensation Committee Report			27
Summary Compensation Table			28
Grants of Plan-Based Awards for Fiscal Year 2025 and Transition Year			29
Outstanding Equity Awards at 2025 Fiscal Year-End and End of Transition Period			30
Option Exercises and Stock Vested in Fiscal Year 2025 and Transition Period			31
Defined Benefit and Nonqualified Deferred Compensation Plans			31
Termination of Employment and Change-In-Control Arrangements			31
Director Compensation			37
Non-Employee Director Compensation for 2025			38
Chief Executive Officer Pay Ratio			39
Pay Versus Performance			40
Proposal No. 3–Ratification of Independent Registered Public Accounting Firm			44
Change in Auditor			44

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Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “budgets,” “forecasts,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those indicated in these statements, including, among others, those described under “Part I, Item 1A. Risk Factors” and in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements contained herein. All of these factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond our control. For further information on these and other risk factors affecting us, as such factors may be amended and updated from time to time in our subsequent periodic filings with the SEC, please visit the SEC’s website at www.sec.gov. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. We caution readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this Proxy Statement. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

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REPUBLIC AIRWAYS HOLDINGS INC.

2 Brickyard Lane

Carmel, Indiana 46032

Telephone: (317) 484-6000

PROXY STATEMENT

Annual Meeting of Stockholders

May 21, 2026

GENERAL INFORMATION

As previously reported, on November 25, 2025, Mesa Air Group, Inc. (“Mesa”) consummated the transactions contemplated by the Agreement, Plan of Conversion and Plan of Merger, dated April 4, 2025 (as amended, the “Merger Agreement”), with Republic Airways Holdings Inc. (“Legacy Republic”), as well as the transactions contemplated by the Three Party Agreement, dated as of April 4, 2025 (the “Three Party Agreement”), among Mesa, Legacy Republic, Mesa Airlines, Inc., United Airlines, Inc. and Mesa Representative (as such party is defined in the Three Party Agreement). Subject to the terms and conditions of the Merger Agreement, Legacy Republic merged with and into Mesa (the “Merger”), with the Mesa legal entity continuing as the surviving corporation following the Merger and renamed “Republic Airways Holdings Inc.” (the “Company”). Following the completion of the Merger, the business conducted by Legacy Republic became primarily the business conducted by the Company.

The Company’s stock began trading under the symbol “RJET” on the Nasdaq Global Select Market on November 25, 2025.

Unless the context otherwise requires, all references to “we,” “us,” “our,” “Republic,” or the “Company” refer to Republic Airways Holdings Inc. and its consolidated subsidiaries.

On September 24, 2025, Mesa effected a change in its fiscal year historically ending on September 30 to align with the fiscal year of Legacy Republic, ending on December 31, which became effective on January 1, 2025.

Why am I being provided with these materials?

We are providing this Proxy Statement to you in connection with the solicitation by the board of directors

We first sent a Notice of Internet Availability of Proxy Materials and made these proxy materials available to you via the internet on or about April 9, 2026 or, upon your request, have delivered printed versions of these proxy materials (“Proxy Materials”), to you by mail in connection with the solicitation by the board of directors (the “Board” or “board of directors”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May 21, 2026 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We have also utilized e-delivery of the Proxy Material as requested.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

•	Proposal No. 1: Election of Ellen N. Artist, David Grizzle, Michael C. Lenz, Ruth Okediji, Barry W. Ridings and James E. Sweetnam (the “Nominees”), as directors on the Company’s Board;

•	Proposal No. 2: A non-binding, advisory vote to approve the compensation of the named executive officers of the Company; and

•	Proposal No. 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.

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Who is entitled to vote?

Stockholders as of the close of business on March 27, 2026 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 46,829,476 shares of our Common Stock outstanding.

Holders of our Common Stock have one vote for each share held as of the Record Date, including shares:

•	Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

•	Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.

What constitutes a quorum?

The presence in person or by proxy of stockholders holding a majority in voting power of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting constitutes a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum. The holders of a majority in voting power of the issued and outstanding shares of stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided herein, by statute or by the Certificate of Incorporation and to reconvene at the same time or some other time, date and place, if any. Notwithstanding the foregoing, except as otherwise provided by the Certificate of Incorporation, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the Chair of the Annual Meeting or the holders of a majority in voting power of the stockholders present at such meeting, in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

How many votes are required to approve each proposal?

Under our Bylaws (the “Bylaws”), for an uncontested election, directors are elected by a majority of the votes cast, which shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election).

There is no cumulative voting.

Under our Bylaws, the number of votes cast, in person or by proxy, in favor of the approval of the compensation of the named executive officers of the Company (Proposal No. 2), and the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 (Proposal No. 3) must exceed the number of votes cast in opposition to such proposals (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election).

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposal Nos. 1 and 2 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 3 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How are votes counted?

With respect to the election of directors (Proposal No. 1), you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each director nominee. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 1.

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With respect to the advisory vote to approve the compensation of the named executive officers (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the compensation of the named executive officers. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 2.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 3), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will have no effect on the outcome of Proposal No. 3. There are no broker non-votes with respect to Proposal No. 3, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

•	“FOR” each of the director nominees set forth in this Proxy Statement;

•	“FOR” the approval of the compensation of named executive officers; and

•	“FOR” the ratification of the appointment of Deloitte &Touch LLP as our independent registered public accounting firm for 2026.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes and act as inspectors of election.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

•

By Internet-You may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice.

•


			Page
Audit and Non-Audit Fees			45
Audit Committee’s Pre-Approval Policy			45
Report of the Audit Committee			46
Security Ownership of Certain Beneficial Owners			47
Delinquent Section 16(a) Reports			49
Transactions with Related Persons			49
Stockholder Proposals for the 2027 Annual Meeting			52
Householding of Proxy Materials			53
Other Business			54

SEC Form DEF 14A filed by Republic Airways Holdings Inc.