Private Placement (Form 8-K)

To the extent required by Item 3.02 of Form 8-K,the information contained in Item 8.01 of this Current Report on Form 8-Kis incorporated by reference herein.

The issuance of 2,744,348 shares of common stock of Republic Airways Holdings Inc. (the "Company") to United Airlines, Inc. ("United"), upon release from escrow, was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

Pursuant to the terms of (i) that certain Three Party Agreement, dated as of April 4, 2025, by and among the Company (formerly known as Mesa Air Group, Inc.), Mesa Airlines, Inc., United, Republic Airways Holdings Inc. ("Legacy Republic"), and Mesa Shareholder Representative, LLC ("Mesa Representative") and (ii) that certain Escrow Agreement, dated as of November 25, 2025, by and among the Company, Mesa Representative, United and Computershare Trust Company, National Association, a national banking association organized under the laws of the United States, as escrow agent, on February 5, 2026, 2,744,348 shares of the Company's common stock were released from escrow to United (valued at $18.84 per share, with a total value of approximately $51,703,516), in exchange for the forgiveness and repayment of certain debts and obligations of the Company prior to its merger with Legacy Republic.

Subsequently, the balance of the remaining 109,106 shares of the Company's common stock was returned to the Company from escrow and such shares were cancelled and retired. After giving effect to the foregoing settlement, as of February 9, 2026, the Company has 46,829,476 shares of common stock issued and outstanding.

For additional background on the foregoing arrangement and the closing of the Company's merger with Legacy Republic, see the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission ("SEC") on December 1, 2025 (as amended by Amendment No. 1 to the Current Report on Form 8-K, filed with the SEC on December 17, 2025).