Sec Form 4 Filing - Hornback Scott @ REPUBLIC AIRWAYS HOLDINGS INC. - 2025-11-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hornback Scott
2. Issuer Name and Ticker or Trading Symbol
REPUBLIC AIRWAYS HOLDINGS INC. [ RJET]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
2 BRICKYARD LANE
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2025
(Street)
CARMEL, IN46032
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 11/25/2025 A 34,976 A 34,976 D
Common Stock 11/25/2025 A 54,630 A 89,606 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hornback Scott
2 BRICKYARD LANE
CARMEL, IN46032
See Remarks
Signatures
/s/ Chad M. Pulley, Attorney-in-Fact 11/28/2025
Signature of Reporting Person Date
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, immediately prior to the effective time of the Merger ("Effective Time"), each outstanding Republic restricted stock unit ("Republic RSU") that vested in accordance with its terms ("Vested Republic RSU") was cancelled and 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 unvested Republic RSU 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: 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.

Remarks:
Title: VP, Finance and Accounting; Principal Accounting Officer

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