Business Context and Reporting Period
This Form 8-K, dated November 24, 2025, reports the consummation of a merger between Mesa Air Group, Inc. ("Mesa") and Republic Airways Holdings Inc. ("Legacy Republic") on November 25, 2025. Legacy Republic merged into Mesa, with the Mesa legal entity surviving as "Republic Airways Holdings Inc." (the "Company"). The Company's common stock now trades on The Nasdaq Global Select Market under the ticker symbol "RJET." The business conducted by the Company is primarily that of Legacy Republic.
Key Financial Metrics and Capital Structure
- Share Ownership: Legacy Republic stockholders retain an 88% interest; pre-closing Mesa stockholders retain a 6% interest. A total of 2,853,454 shares (6% of the Company) are held in escrow ("Escrow Shares").
- Outstanding Shares: Approximately 46.9 million shares of Common Stock are outstanding post-merger, including 1,264,210 restricted shares and the Escrow Shares.
- Debt Extinguishment:
- Mesa Airlines repaid approximately $31.9 million (plus accrued interest and fees) to Jefferies Capital Services, LLC, satisfying the Amended Loan Agreement.
- United Airlines forgave and extinguished all debt obligations owed by Mesa Airlines under the Second Amended and Restated Credit and Guaranty Agreement.
- Gain on Extinguishment: Mesa Airlines recognized a $12.3 million gain on the extinguishment of the loan balance with Jefferies.
- Escrow Allocation: The Escrow Shares are allocated based on obligations forgiven or repaid by United Airlines, estimated at $54.2 million at consummation. Final allocation is subject to determination within 60 days.
Material Changes Versus Prior Period
- Corporate Structure: Mesa converted from a Nevada corporation to a Delaware corporation. A 15-for-1 reverse stock split was effected on November 24, 2025.
- Agreements:
- New CPA: A new 10-year Capacity Purchase Agreement (CPA) was entered into with United Airlines for 60 E175 aircraft (70-76 seats). The prior Mesa-United CPA was terminated.
- Loan Termination: The Amended Loan Agreement with Jefferies was terminated following full repayment.
- Debt Forgiveness: All material obligations under the Debt Agreement with United Airlines were extinguished.
- Accounting Firm: CBIZ CPAs P.C. was dismissed as the independent auditor. Deloitte & Touche LLP was appointed as the new independent registered public accounting firm effective November 25, 2025.
Guidance, Outlook, and Management Commentary
The filing does not provide specific financial guidance, revenue forecasts, or margin outlooks for future periods. Management commentary focuses on the successful completion of the merger and the transition of operations. The new CPA with United Airlines includes termination clauses if the Company fails to meet operating performance targets or in the event of a labor strike lasting ten or more consecutive days. The Company has adopted the Republic 2025 Equity Incentive Plan and updated its Code of Business Conduct and Ethics.
Important Facts for Investor Verification
- Escrow Share Finalization: Verify the final allocation of the 2,853,454 Escrow Shares within 60 days of the merger, as this depends on the final determination of debt forgiveness amounts and the share price on the Share Settlement Date.
- CPA Performance Targets: Monitor the Company's ability to meet the operating performance targets outlined in the new 10-year Capacity Purchase Agreement with United Airlines to avoid termination.
- Pro Forma Financials: Note that pro forma financial information and financial statements of the acquired business are not included in this filing and will be filed by amendment within 71 calendar days.
- Leadership Transition: Confirm the operational integration under the new executive team, including David Grizzle (CEO) and Joseph P. Allman (CFO), following the resignation of all prior Mesa executive officers.