Amendment: SEC Form SCHEDULE 13D/A filed by Republic Airways Holdings Inc.
$RJET
Air Freight/Delivery Services
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Republic Airways Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
590479408 (CUSIP Number) |
Robert S. Rivkin United Airlines Holdings, Inc., 233 South Wacker Drive Chicago, IL, 60606 (872) 825-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 590479408 |
| 1 |
Name of reporting person
United Airlines Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,490,745.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
The percentage of Shares (as defined herein) reported beneficially owned by the Reporting Person is based on 46,949,601 Shares outstanding as of February 5, 2026, based on information received from the Issuer.
SCHEDULE 13D
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| CUSIP No. | 590479408 |
| 1 |
Name of reporting person
UNITED AIRLINES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,490,745.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
The percentage of Shares reported beneficially owned by the Reporting Person is based on 46,949,601 Shares outstanding as of February 5, 2026, based on information received from the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Republic Airways Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2 Brickyard Lane, Carmel,
INDIANA
, 46032. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by the undersigned, pursuant to Section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC" or the "Commission") by the undersigned on January 23, 2023 (the "Initial Schedule 13D"), as amended and supplemented by Amendment No. 1 filed with the Commission on March 8, 2023, Amendment No. 2 filed with the Commission on May 4, 2023, Amendment No. 3 filed with the Commission on April 8, 2025, and Amendment No. 4 filed with the Commission on November 28, 2025 (collectively, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Shares"), of Republic Airways Holdings Inc. (formerly known as Mesa Air Group, Inc.), a Delaware corporation (the "Issuer" or the "Company"), whose principal executive offices are located at 2 Brickyard Lane, Carmel, Indiana 46032. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The disclosure in Item 4 of this Amendment No. 5 is incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 3, 2026, pursuant to the terms of the Three Party Agreement (as defined and described in Amendment No. 3), the amount of Escrow Shares payable to United in exchange for the forgiveness and repayment of certain debts and obligations of the pre-closing Company to United was agreed upon among United, the Issuer, and Legacy Republic as 2,744,348 Escrow Shares, valued at $18.84 per share, with a total value of $51,703,516.32. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, each of the Reporting Persons may be deemed to own 10,490,745 Shares, which represent approximately 22.3% of the Shares outstanding.
The percentage of Shares reported beneficially owned by the Reporting Persons is based on 46,949,601 Shares outstanding as of February 5, 2026, based on information received from the Issuer. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
As the holding company of United, UAL shares with United the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 10,490,745 Shares directly held by United. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
The disclosure in Item 4 of this Amendment No. 5 is incorporated by reference into this Item 5(c). | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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