SEC Form SCHEDULE 13D filed by Republic Airways Holdings Inc.

The principal business address for each of the Reporting Persons and Related Persons is c/o American Airlines Group Inc., 1 Skyview Drive, Fort Worth, TX 76155.

American is a wholly owned subsidiary of AAG. AAG, together with its subsidiaries, including American, provides air transportation for passengers and cargo worldwide. The present principal occupation for each of the Directors is as follows: Adriane M. Brown is a Managing Partner at Flying Fish Partners; John T. Cahill is a Vice Chairman at The Kraft Heinz Company; Kathryn Farmer is President and CEO at BNSF Railway; Matthew J. Hart is the retired President & Chief Operating Officer at Hilton Hotels Corporation; Susan D. Kronick is the retired Vice-Chairman at Macy's, Inc.; Martin H. Nesbitt is the Co-Chief Executive Officer at The Vistria Group; Denise M. O'Leary is a private venture capital investor; Vicente Reynal is Chairman, President and Chief Executive Officer at Ingersoll Rand, Inc.; Gregory D. Smith is the former Executive Vice President of Enterprise Operations and Chief Financial Officer at The Boeing Company; Doug Steenland is the former President & Chief Executive Officer at Northwest Airlines Corporation; Howard Ungerleider is an Operating Advisor at Clayton, Dubilier & Rice; and Robert D. Isom, Jr. is Chief Executive Officer at AAG and American.

During the last five years, none of the Reporting Persons or Related Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons or Related Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of the Reporting Persons are organized under the laws of the State of Delaware. Each of the Related Persons is a citizen of the United States.

On November 25, 2025 (the "Closing Date"), pursuant to the Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement"), dated as of April 4, 2025, by and among Mesa Air Group, Inc. ("Mesa") and Republic Airways Holdings Inc. ("Old Republic"), Old Republic merged with and into Mesa with Mesa as the surviving corporation (the "Merger") and prior to the effective time of the Merger (the "Effective Time"), Mesa converted from a Nevada corporation to a Delaware corporation and was renamed "Republic Airways Holdings Inc." At the Effective Time, each share of Old Republic common stock issued and outstanding was automatically converted into the right to receive 38.9933 shares of Common Stock. Each share of Common Stock that was issued and outstanding immediately prior to the Effective Time remained issued and outstanding. Pursuant to the terms of the Merger Agreement, the Reporting Persons received 9,755,889 shares of Common Stock in connection with the Merger.

Merger Item 3 above includes a description of the Merger and is incorporated by reference to this Item 4. Registration Rights Agreement In connection with the Merger, American entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Issuer and the other parties named therein, which become effective on the Closing Date. The Registration Rights Agreement provides for customary "demand" registrations and "piggyback" registration rights. The Issuer will also pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. The Registration Rights Agreement also contains a lock up provision whereby American agrees, subject to certain customary exceptions, not to dispose of any shares of Common Stock during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. General The Reporting Persons acquired the securities described in this Schedule 13D in connection with the closing of the Merger and intend to review their investment in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the Registration Rights Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors, other securityholders of the Issuer and other relevant parties, or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The ownership percentage set forth herein is based on 46,949,601 shares of the Issuer's Common Stock outstanding as disclosed by the Issuer. The Common Stock reported herein is held of record by American, a wholly owned subsidiary of AAG. As a result, AAG may be deemed to share beneficial ownership of the shares held of record by American. AAG is a publicly traded company with common stock listed on the Nasdaq Global Select Market.

The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

Except as set forth in Items 3 and 4 above, during the past 60 days, the Reporting Persons have not effected any transactions in the Common Stock.

None.

Not applicable.

Item 4 above summarizes certain provisions of the Registration Rights Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Exhibit 1: Joint Filing Agreement. Exhibit 2: Registration Rights Agreement, dated July 10, 2025 between Republic Airways Holdings Inc. and each stockholder listed in Schedule 1 thereto (incorporated by reference to Exhibit 10.16 to the Issuer's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 14, 2025).