Republic Airways Holdings Inc — Definitive Proxy Statement (DEF 14A)

On behalf of the Board of Directors of Republic Airways Holdings Inc. (the “Company”), it is my pleasure to extend an invitation to the Annual Meeting of Stockholders (the “Annual Meeting”) to be held Thursday, May 21, 2026 at 10:00 a.m., Eastern Time virtually via teleconference. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/RJET2026. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials, on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice. You will not be able to attend the Annual Meeting in person.

We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” all nominees for directors, “FOR” the approval of the advisory resolution relating to the compensation of our named executive officers as disclosed in the accompanying proxy statement, and “FOR” the ratification of the appointment of Deloitte as the company’s independent registered public accounting firm for 2026.

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 9, 2026, to our stockholders of record at the close of business on March 27, 2026. The notice contains instructions on how to access our Proxy Statement and 2025 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the internet, please follow the instructions for requesting such materials included in the notice.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the internet at the Annual Meeting. We encourage you to vote by internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting. Submission of your proxy or voting instructions in advance of the Annual Meeting will not affect your right to attend the Annual Meeting.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 21, 2026:

Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 21, 2026 at 10:00 a.m. Eastern Time, or any adjournment or postponement thereof. Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet, thereby capturing cost and environmental benefits. On or about April 9, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2026 Annual Meeting of Stockholders, the accompanying proxy statement and our 2025 Annual Report on Form 10-K are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. We also will begin sending a paper copy of the proxy materials to those stockholders of record who have requested a paper copy. Brokers and other nominees who hold shares on behalf of beneficial owners may be sending their own similar notices. The proxy materials will also be available on our investor relations website, https://investor.rjet.com/overview/default.aspx. Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.

If, at the close of business on March 27, 2026, you were a stockholder of record you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares in advance over the internet, by telephone or by mail. You may also revoke your proxies at the times and in the manner described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May 20, 2026 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your bank, broker or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “budgets,” “forecasts,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those indicated in these statements, including, among others, those described under “Part I, Item 1A. Risk Factors” and in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements contained herein. All of these factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond our control. For further information on these and other risk factors affecting us, as such factors may be amended and updated from time to time in our subsequent periodic filings with the SEC, please visit the SEC’s website at www.sec.gov. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. We caution readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this Proxy Statement. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

As previously reported, on November 25, 2025, Mesa Air Group, Inc. (“Mesa”) consummated the transactions contemplated by the Agreement, Plan of Conversion and Plan of Merger, dated April 4, 2025 (as amended, the “Merger Agreement”), with Republic Airways Holdings Inc. (“Legacy Republic”), as well as the transactions contemplated by the Three Party Agreement, dated as of April 4, 2025 (the “Three Party Agreement”), among Mesa, Legacy Republic, Mesa Airlines, Inc., United Airlines, Inc. and Mesa Representative (as such party is defined in the Three Party Agreement). Subject to the terms and conditions of the Merger Agreement, Legacy Republic merged with and into Mesa (the “Merger”), with the Mesa legal entity continuing as the surviving corporation following the Merger and renamed “Republic Airways Holdings Inc.” (the “Company”). Following the completion of the Merger, the business conducted by Legacy Republic became primarily the business conducted by the Company.

The Company’s stock began trading under the symbol “RJET” on the Nasdaq Global Select Market on November 25, 2025.

Unless the context otherwise requires, all references to “we,” “us,” “our,” “Republic,” or the “Company” refer to Republic Airways Holdings Inc. and its consolidated subsidiaries.

On September 24, 2025, Mesa effected a change in its fiscal year historically ending on September 30 to align with the fiscal year of Legacy Republic, ending on December 31, which became effective on January 1, 2025.

We are providing this Proxy Statement to you in connection with the solicitation by the board of directors

We first sent a Notice of Internet Availability of Proxy Materials and made these proxy materials available to you via the internet on or about April 9, 2026 or, upon your request, have delivered printed versions of these proxy materials (“Proxy Materials”), to you by mail in connection with the solicitation by the board of directors (the “Board” or “board of directors”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May 21, 2026 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We have also utilized e-delivery of the Proxy Material as requested.

There are three proposals scheduled to be voted on at the Annual Meeting:

Stockholders as of the close of business on March 27, 2026 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 46,829,476 shares of our Common Stock outstanding.

Holders of our Common Stock have one vote for each share held as of the Record Date, including shares:

The presence in person or by proxy of stockholders holding a majority in voting power of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting constitutes a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum. The holders of a majority in voting power of the issued and outstanding shares of stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided herein, by statute or by the Certificate of Incorporation and to reconvene at the same time or some other time, date and place, if any. Notwithstanding the foregoing, except as otherwise provided by the Certificate of Incorporation, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or

If a quorum is not present at the scheduled time of the Annual Meeting, the Chair of the Annual Meeting or the holders of a majority in voting power of the stockholders present at such meeting, in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

Under our Bylaws (the “Bylaws”), for an uncontested election, directors are elected by a majority of the votes cast, which shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election).

There is no cumulative voting.

Under our Bylaws, the number of votes cast, in person or by proxy, in favor of the approval of the compensation of the named executive officers of the Company (Proposal No. 2), and the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 (Proposal No. 3) must exceed the number of votes cast in opposition to such proposals (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election).

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposal Nos. 1 and 2 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 3 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

With respect to the election of directors (Proposal No. 1), you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each director nominee. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the advisory vote to approve the compensation of the named executive officers (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the compensation of the named executive officers. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 2.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 3), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will have no effect on the outcome of Proposal No. 3. There are no broker non-votes with respect to Proposal No. 3, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals.

Our Board recommends that you vote your shares:

Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes and act as inspectors of election.

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 20, 2026, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than 11:59 p.m., Eastern Time, on May 20, 2026.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/RJET2026 and enter your control number. You will need the 16-Digit Control Number that is included on your Notice of Internet Availability of Proxy Materials or on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice in order to enter the Annual Meeting and to vote during the Annual Meeting. If you virtually attend the Annual Meeting, you can vote your shares electronically, and submit your questions during the Annual Meeting.

The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

We will have technicians ready to assist you with any technical difficulties you may have in accessing the live webcast. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting log in page 15 minutes prior to the start time of the Annual Meeting. The virtual meeting platform is fully supported across browsers (Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting. Please note that the technical phone numbers are not for retrieving lost or misplaced control numbers.

If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted in the instructional email you will receive after completion of your registration and on the day of the Annual Meeting. Technical support will be available starting at 10:00 a.m., Eastern Time, on Thursday, May 21, 2026 and until the meeting has finished.

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each proxy card you receive.

The Company is pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. As a result, the Company is mailing to most of its shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this Proxy Statement and the Company’s 2025 Annual Report to Shareholders. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of the Company’s proxy materials, including this Proxy Statement, the 2025 Annual Report and a form of proxy card or voting instruction card. All shareholders who do not receive a Notice, or otherwise elect for electronic delivery, will receive a paper copy of the proxy materials by mail. Stockholders may also opt for e-delivery of Proxy Materials. The Company believes this process will allow

it to provide its shareholders with the information they need in a more efficient manner, while reducing the environmental impact and lowering the costs of printing and distributing these proxy materials.

Yes. Whether you have voted by internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy, the named proxies will have the discretion to vote on those matters for you.

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees of the Company (for no additional compensation) in person or by telephone, e-mail or facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

The current number of directors is seven. At this Annual Meeting, six director nominees will be elected for a one-year term, expiring at the next annual meeting of stockholders. After nine years of service as a director of Republic, on April 8, 2026, Glenn S. Johnson notified the Board of his decision to retire at the end of his current term. As such, Mr. Johnson was not nominated for election at this year’s Annual Meeting. The Company gratefully acknowledges and thanks Mr. Johnson for his years of service and dedication to our Board. In December 2025, we announced that the Board of Directors expects that Mr. Koscal will succeed Mr. Grizzle in the position of CEO during the year ending December 31, 2026, at which time David Grizzle will return to the position of non-executive Chairman of the Board of Directors. It is expected that Mr. Koscal will become a director of the Board following any such promotion, and the Board size would be increased to seven directors. Any final succession decision will be determined at a future undetermined date, in the sole discretion of the Board of Directors and publicly announced, as legally required.

The biographies below describe the business experience of each director nominee standing for election. In considering each director nominee for election at the Annual Meeting, the corporate governance committee assessed the contributions of those directors recommended for election in the context of the perceived needs of the Board. See discussion under “Board Nomination Process, Identifying Nominees for Election to the Board.”

The Board expects that each of the nominees listed below will be available for election as a director. However, if one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for any substitute nominees as the Board may nominate. If a nominee is not available for election or is otherwise unable to serve as a director, the Board may reduce its size or choose a substitute nominee.

There are no family relationships among the directors, director nominees and any executive officer.

The following information describes the offices held, ages (as of the date of this Proxy Statement) and other business directorships of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director-nominee should serve as a director.

Our board of directors directs and oversees the management of our business and affairs and has three standing committees: the audit committee, the compensation committee, and the corporate governance committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

Our business and affairs are managed under the direction of the board of directors. We reconstituted our board of directors in connection with the Merger, and our board of directors currently consists of the director nominees, Mses. Artist and Okediji and Messrs. Grizzle, Lenz, Ridings and Sweetnam, whose biographies are set forth above, and Mr. Johnson who is retiring from the board of directors and is not up for re-election.

Our board of directors has affirmatively determined that each of Mses. Artist and Okediji and Messrs. Lenz, Johnson, Ridings and Sweetnam qualify as independent directors under Nasdaq rules. As Mr. Grizzle is currently serving in the role of CEO, he is a non-independent director while he remains in that role.

The corporate governance committee is responsible for identifying, evaluating and recommending nominees for election to our board of directors. Final selection of director nominees for election remains within the sole discretion of our board of directors.

Depth of experience, fitness and the ability to make meaningful contributions to our board of directors’ oversight of the business and affairs of the Company in addition to a willingness to exercise independent judgment, and an impeccable reputation for honest and ethical conduct that align with our core values, are important factors when identifying opportunities to add new directors to our board of directors. Additionally, in identifying new director candidates, our board of directors evaluates a candidate’s time commitments to ensure the appropriate amount of time, energy, and care is given to the needs of our business.

Our corporate governance committee may identify potential director candidates by asking current directors and executive officers for their recommendations of persons they believe possess the right mix of criteria and qualifications, and are prepared to represent the best interests of the Company and our stockholders. Our corporate governance committee may also engage firms that specialize in identifying director candidates. Director nominations also may be made at the recommendation of stockholders pursuant to our Bylaws.

Our corporate governance committee will evaluate candidates for nomination for election to the board of directors, including those recommended by stockholders, on a substantially similar basis as it considers other nominees. Our Bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.

When considering whether directors and nominees have the experience, qualifications, attributes, or skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Company’s Board will focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies previously set forth. The Company believes that the nominated directors provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Directors are required to retire from the Board when they reach the age of 75. A director elected to the Board prior to his or her 75th birthday may continue to serve until the annual stockholders meeting coincident with or next

following his or her 75th birthday. On the recommendation of the corporate governance committee, the Board, in its discretion, may waive this requirement as to any director. The Board does not believe it should establish term limits for directors.

Except with respect to number of meetings, the following discussion pertains to the board of directors, as structured subsequent to the Merger.

The board of directors has established an audit committee, compensation committee and corporate governance committee. The responsibilities of each committee are described below. The board of directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by the board of directors.

Each of the standing committees of the board of directors discussed below operate under written charters. The charters for our audit committee, compensation committee and corporate governance committee are available on our website under https://investor.rjet.com/governance/governance-documents/default.aspx. The information contained on, or accessible from, our website is not a part of this report by reference or otherwise.

The following table summarizes the current membership of each of the Board’s Committees.

All directors are expected to make their best effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During the year ended December 31, 2025, prior to the Merger, the Board held 14 meetings, the audit committee held six meetings, the compensation committee held two meetings and the nominating and corporate governance committee held two meetings. Subsequent to the Merger, during the year ended December 31, 2025, the Board held one meeting, the audit committee held one meeting, the compensation committee held one meeting and the corporate governance committee held one meeting. During fiscal year 2025, all of our directors attended at least 75% of the aggregate of the total number of meetings of the Board and committees during the time in which they served as a member of the Board or such committee. We did not hold an annual meeting of stockholders in 2025 in light of the pending Merger.

Our audit committee consists of Messrs. Johnson, Lenz and Sweetnam, with Mr. Johnson serving as Chair. Messrs. Johnson, Lenz and Sweetnam qualify as independent directors under Nasdaq rules and the independence standards of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our board of directors has determined that each of Messrs. Johnson and Lenz qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that all members of the audit committee satisfy the financial literacy requirements of Nasdaq. Subsequent to the Annual Meeting, assuming re-election by the stockholders, our Board will appoint Ms. Artist as a member of the audit committee and Mr. Lenz as Chair of the audit committee.

Our audit committee is responsible for, among other things:

Our compensation committee consists of Mses. Artist and Okediji and Mr. Ridings, with Mr. Ridings serving as Chair. Mses. Artist and Okediji and Mr. Ridings qualify as independent directors under Nasdaq rules and the independence standards of Section 10C(a)(3) of the Exchange Act. Additionally, the Board previously determined that Mr. Lenz was also “independent” with respect to compensation committee membership for the portion of the 2025 fiscal year during which he served as a member.

The compensation committee is responsible for, among other things:

Our corporate governance committee consists of Ms. Okediji and Messrs. Lenz and Sweetnam, with Ms. Okediji serving as Chair. Each of the committee members qualifies as an independent director under Nasdaq rules.

The corporate governance committee is responsible for, among other things:

The Board will periodically conduct a self-evaluation to determine whether it is functioning effectively and consider the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively. Each committee of the Board will also periodically review and evaluate its performance, including by reviewing its compliance with its respective charter, and report the results to the Board. In addition, each committee of the Board will review and reassess, at least annually, the adequacy of its respective charter and recommend any changes that such committee considers necessary or desirable.

None of our executive officers currently serve, or have served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. We are party to certain transactions with affiliates of our Principal Stockholders described in “Transactions with Related Persons.”

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, which is posted on our website at https://investor.rjet.com/governance/governance-documents/default.aspx. Our Code of Business Conduct and Ethics contains our “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our board of directors’ views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our corporate governance committee and, to the extent

deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our board of directors. Our Corporate Governance Guidelines are available on our investor-oriented website at https://investor.rjet.com/governance/governance-documents/default.aspx.

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. Barry W. Ridings, as Lead Independent Director, presides at the executive sessions. At each quarterly board meeting, the independent directors meet in a private session that excludes management and any non-independent directors.

David Grizzle is our Chairman and Chief Executive Officer. As provided in our Corporate Governance Guidelines, the Board does not have a policy on whether or not the roles of Chairman and Chief Executive Officer should be separate. Accordingly, the board of directors believes that it should be free to make a choice from time to time regarding a leadership structure that is in the best interests of the Company and its stockholders. At this time, the Board believes that Mr. Grizzle is best situated to serve as Chairman and that the Company’s current combined role of Chairman and Chief Executive Officer is appropriate in light of Mr. Grizzle’s extensive airline industry experience, including executive roles at the FAA and Continental Airlines, Inc.

As provided in our Corporate Governance Guidelines, whenever the Chairman of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” a majority of the independent directors may elect from among themselves a Lead Director of the Board. Barry W. Ridings is our Lead Director of the Board. Mr. Ridings’ responsibilities in the role include, among others, presiding over all meetings of the Board at which the Chairman is not present, including meetings of the independent directors, which are to be held at least quarterly, and executive sessions, assisting in scheduling Board meetings and approving meeting schedules and agendas, collaborating with the CEO on Board meeting agendas and approving such agendas, and serving as the liaison for stockholders who request direct communications with the Board, as appropriate.

As described in our Corporate Governance Guidelines, anyone who would like to communicate with, or otherwise make their concerns known directly to the chairperson of any of the audit, nominating and corporate governance and compensation committees, or to the non-management or independent directors as a group, may do so by (1) addressing such communications or concerns to the RJET Board of Directors, c/o Secretary of the Company, 2 Brickyard Lane Carmel, IN 46032; or (2) sending an email to Legal@rjet.com, who will forward such communication to the appropriate party.

Effective risk oversight and cybersecurity are important priorities of the Board. Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally or in connection with specific proposed actions. The Board’s approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management and processes and fostering an appropriate culture of integrity and compliance with legal responsibilities. The audit committee has specific oversight and heightened focus on risk management and cybersecurity and regularly reports to the full Board with respect to these topics.

We have adopted a Securities Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq listing standards. The Company’s Securities Trading Policy prohibits the Company’s directors, officers and employees from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities. Additionally, directors, officers and employees may not purchase the Company’s securities on margin or borrow against any account in which the Company’s securities are held or pledge the Company’s securities as collateral for a loan. Furthermore, it is also the policy of the Company that it will not engage in transactions in securities of the Company while aware of material non-public information relating to the Company or its securities.

We have adopted a clawback policy for incentive compensation in accordance with the requirements of Nasdaq. The compensation committee believes it is appropriate to recover annual and/or long-term incentive compensation in specified situations. Under the policy, if the compensation committee determines that incentive compensation of its current and former Section 16 officers was overpaid, in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due to material non-compliance with financial reporting requirements, then, subject to limited exceptions, the compensation committee must reasonably promptly take steps to recover such erroneously awarded compensation that was received during the three-year period preceding the date on which the Company is required to prepare such restatement. In addition, our 2025 Equity Incentive Plan and equity agreements contain provisions relating to incentive compensation recoupment.

The compensation committee expects generally to grant awards under the Company’s long-term equity incentive program in the first quarter of each fiscal year and the Company endeavors to avoid timing such grants around the filing of periodic reports or current reports that may contain material non-public information. The Company has not granted stock options. The Company has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

To align the interests of our management and directors with those of our long-term stockholders, the Board concluded that certain of our executives and non-employee directors should have a significant financial stake in the Company’s stock. To further that goal, subsequent to the Merger, we implemented the below stock ownership guidelines in March 2026. The covered executives and non-employee directors are required to hold a specific level of equity ownership as outlined below. We expect to benchmark the guidelines periodically to ensure they remain market competitive and consistent with best practice.

Set forth below are the material terms of our guidelines:

The Company is requesting that stockholders vote, on a non-binding basis, to approve the compensation of our named executive officers as disclosed in the Executive Compensation section of this Proxy Statement and the tabular executive compensation disclosure, including the “Summary Compensation Table” and accompanying narrative disclosure. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote. In 2024, our board of directors recommended, and our stockholders approved, an annual vote, on a non-binding basis, to approve the compensation of our named executive officers. Accordingly, we intend to conduct future advisory votes on the compensation of our named executive officers every year.

The text of the resolution in respect of Proposal No. 2 is as follows:

As described in the Executive Compensation section of this Proxy Statement, our executive compensation programs and underlying principles, as developed and administered by the compensation committee, are designed to provide competitive pay opportunities to support the attraction and retention of highly qualified executives while promoting our core values. Our executive compensation programs are structured to be consistent with our pay for performance philosophy and utilize performance measures that are intended to align the executive team’s incentives with the long-term interests of the Company and its stockholders.

In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in the Executive Compensation section for Republic Airways Holdings Inc., as well as the discussion regarding the compensation committee presented in this Proxy Statement.

On November 25, 2025, Mesa completed the Merger with Legacy Republic. At the effective time of the Merger, the management of Mesa was replaced with the management of Legacy Republic. Since the management of Mesa was replaced with the management of Legacy Republic as of the closing of the Merger, the Compensation Discussion and Analysis set forth below addresses executive compensation of Legacy Republic prior to the Merger and of the combined company for the remainder of the fiscal year ended December 31, 2025.

In conjunction with the Merger, Mesa effectuated a 15-for-1 reverse stock split (the “Reverse Stock Split”) and, at the closing of the Merger, each share of Legacy Republic common stock, par value $0.001 per share, (excluding (i) shares cancelled pursuant to the Merger Agreement and (ii) any dissenting shares for which appraisal rights were properly demanded in accordance with Delaware law) was converted into the right to receive 38.9933 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Mesa common stock, par value $0.001, with cash paid in lieu of any fractional shares. Unless otherwise indicated, the disclosures in this section regarding Mesa’s common stock or securities convertible into common stock for periods or as of a date that precedes the closing of the Merger have been adjusted to give effect to the Reverse Stock Split, and the disclosures in this section regarding Legacy Republic’s common stock or securities convertible into Legacy Republic’s common stock for periods or as of a date that precedes the closing of the Merger have been adjusted to give effect to the Exchange Ratio and the Reverse Stock Split.

Our named executive officers for the fiscal year ended December 31, 2025 (the “NEOs”) are the following:

In connection with the Merger, each of the executive officers of Mesa resigned such positions, and the executive officers of Legacy Republic became our executive officers. This Compensation Discussion and Analysis (“CD&A”) provides a description of our compensation philosophy and programs for the NEOs who served as executive officers following the Merger and focuses on the historic compensation programs of Legacy Republic and the current and anticipated compensation programs of Republic as a public company, as determined by the compensation committee.

Our compensation program is designed to attract, retain, and reward capable employees who can contribute to its future success, principally by linking performance-based compensation with the attainment of key business objectives. The fundamental objective of our current executive compensation program is to motivate and retain executives with talent, experience, and expertise and to reward actions that will align with the creation of long-term stockholder value.

Performance-based compensation and a strong alignment to stakeholder interests are key elements of our compensation philosophy. Accordingly, our NEO compensation program is designed to provide competitive compensation, support its strategic business goals, retain critical talent, and reward strong performance. This compensation program reflects the following principles:

The compensation committee makes compensation decisions after reviewing the performance and strategic goals of the Company and carefully evaluating an executive’s individual performance during the year against established goals, leadership qualities, operational performance, business responsibilities, current compensation arrangements, and potential to enhance stakeholder value. Specific factors affecting compensation decisions for the NEOs include:

We take into account the following mix of financial, operational, and strategic-related data in setting performance goals for our NEOs’ annual and long-term incentive compensation programs:

We seek to achieve an appropriate mix between cash compensation, short and long-term annual incentives, and performance linked equity awards in order to meet its objectives. Our mix of compensation elements is designed to help it recruit and retain talent, reward recent results, and motivate long-term performance. We also seek to balance compensation elements that are based on financial, operational, and strategic-related measures. Our goal is to motivate our NEOs to deliver superior long-term performance and to retain their services with the Company on a competitive basis.

The table below shows the total annual compensation mix for our NEOs for 2025 based on target awards for 2025. As shown in the table, a substantial majority of 2025 targeted pay for our NEOs is “at risk” based on our performance.

The compensation committee reviews all elements of our executive compensation program. Our management, through the Chief Executive Officer, provides the compensation committee with recommendations regarding the annual incentive compensation of all other NEOs so the compensation committee can review and approve any payouts for the prior fiscal year or make changes to the annual incentive plan for the performance period beginning in the current fiscal year, which includes the performance goals and weightings for our NEOs. The compensation

committee believes that management’s insight into our business as well as their experience in the airline industry combine to provide a valuable resource to the compensation committee with respect to its executive compensation arrangements. Management analyzes our operational performance, profitability, and related strategic initiatives using operational, financial, and associated related measures to provide a basis for its recommendations regarding executive compensation. The Chief Executive Officer reviews the performance of the other NEOs and recommends compensation based on such review. The Chairman of the Board or Lead Independent Director, together with the Chair of the corporate governance committee, reviews the performance of the Chief Executive Officer. Such evaluation is discussed among the independent directors as they determine the Chief Executive Officer’s compensation. The compensation committee considers these reviews and consults with its independent compensation consultant and analyzes market data and compensation trends and may request additional information and analysis and ultimately determines in its discretion whether to approve any recommended changes in compensation. These determinations are made by the compensation committee based on its own analysis and judgment.

As part of its oversight of the executive compensation program, the compensation committee considers the impact of the executive compensation program and the incentives created by the compensation awards that it administers on our risk profile. In addition, the compensation committee, in consultation with Exequity, LLP (“Exequity”), its independent compensation consultant, reviews all of our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk. Based on this review, the compensation committee, in consultation with Exequity, have concluded that the Company’s compensation program does not create risks that are reasonably likely to have a material adverse effect on its business and the programs by which its executives are compensated strike an appropriate balance between short-term and long-term compensation and incentivize its executives to act in a manner that prudently manages enterprise risk.

As referenced above, the compensation committee has engaged Exequity as its independent outside compensation consultant to assist in designing the current executive compensation programs for 2025 and provide advice about whether our executive compensation programs are generally consistent with its compensation philosophy and aligned with stakeholder interests and with evolving best practices for similarly situated companies. Exequity representatives report directly to the compensation committee and assist the compensation committee in executive compensation data analysis and assessments of market data and compensation trends relevant to the setting of executive compensation levels.

Part of this analysis and assessment included a review and consideration of our NEOs’ compensation relative to the competitive peer group’s compensation. The competitive peer group for 2025 consists of the following companies:

To better inform the development of compensation programs that retain and attract executive talent with industry-specific knowledge, the compensation committee selected a peer group of companies that include similar airline companies and travel and transportation industry peers that we compete with for executive talent with industry-specific knowledge and experience. Additionally, the peer group companies were selected to represent a range of revenues and scope of operations relevant to our business. In developing our compensation program, the compensation committee does not target a specific pay level relative to the peer group, but rather focuses on the practices at the peer group. The compensation committee relies on its judgment in determining appropriate compensation programs and assessing the reasonableness of such programs based on the factors described herein and any unique considerations relevant to us.

In setting 2025 compensation, the compensation committee reviewed the range of base salary, annual bonus, long-term incentive grant values, annual equity grant, and the combined total of these and other elements of compensation of persons holding the same or similar positions at the peer group based on recent market data available.

The following table summarizes the material elements and objectives of our 2025 compensation program for our NEOs:

We review the amount of our NEOs base salaries annually in order to remain competitive in the market. In determining the amount of base salary of our NEOs for 2025, the compensation committee, with advice from its independent compensation consultant considered competitive trends, general economic conditions, the compensation level of similarly situated executives at our peer group companies, and several factors relating to the executive, including the performance of the executive, the level of his experience and ability, his knowledge of his job, and our succession planning. Based on these considerations, the compensation committee approved the base salary of each of Messrs. Grizzle, Koscal, Allman, Kinstedt, and Pulley for 2025 as follows, respectively: $540,000⁽¹⁾, $540,000 (increased from $500,000 in 2024), $500,000 (increased from $486,000 in 2024), $500,000 (increased from $486,000 in 2024), and $435,000 (increased from $425,000 in 2024).

In order to incentivize performance consistent with our annual operational, financial, and strategic priorities, the compensation committee has determined that a substantial portion of each NEO’s compensation will be in the form of a performance-based, annual “at risk” short-term incentive award. The performance period for the annual short-term incentive program (“AIP”) is the full fiscal year.

The compensation committee determined to retain the same target annual short-term incentive opportunity for 2025 as a percentage of base salary as applied to 2024 AIP awards for each of our NEOs. Accordingly, the 2025 target annual short-term incentive opportunity for each of Messrs. Grizzle, Koscal, Allman, Kinstedt, and Pulley was as follows, respectively: $540,000, $540,000, $400,000, $400,000, and $348,000.⁽¹⁾ Under the 2025 AIP, each NEO had the opportunity to earn a payout of up to 200% of his target incentive opportunity based on the achievement of certain stretch performance goals.

Performance metrics. These annual short-term incentive awards are conditioned on the achievement of specific annual operational, financial, and strategic performance goals established by the compensation committee in consultation with management. In establishing the metrics for the 2025 AIP, the compensation committee selected performance metrics that were aligned with our strategic objectives, including creation of stakeholder value, demonstrated operational reliability, and investment in its associates. The 2025 AIP included the operational

performance measures of controllable completion factor (CCF) weighted 40% and controllable on time departure (CD-0) weighted 20%; the financial performance measures of pre-tax income weighted at 30%; and the strategic performance measure of achievement of strategic flight plan initiatives weighted at 10%.

The approved performance metrics and goals for 2025 were as follows:

Our performance with respect to each of these metrics resulted in the following annual short-term incentive award payout amounts for the year ended December 31, 2025 for each of the NEOs, respectively, and are reported in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table:

Historically, the compensation committee has made annual awards under a cash-based long-term incentive program (“LTI”) to drive long-term performance, encourage retention, and align the NEOs’ interests with our strategic objectives and the interests of our stakeholders.

In 2026, the compensation committee made the annual long-term incentive award 100% performance-based to further align management and shareholder interests in the post-Merger Company.

Prior to 2026, the annual long-term incentive award includes both a performance-based and a retention-based component. The performance-based component has a three-year performance period beginning January 1 of the applicable year and is earned and paid out thereafter based on achievement of the established performance metrics. The retention-based component vests in equal annual installments over the three-year period beginning January 1 of the applicable year, in each case provided we achieve positive pre-tax income in the fiscal year ending as of the vesting date.

The NEO must be employed on the vesting date to earn the cash award unless entitled to accelerated vesting as further described below in “-Termination of Employment and Change-in-Control Arrangements.”

In 2025, the compensation committee granted annual long-term equity and cash-based awards with a target incentive earning opportunity for each of the NEOs as follows:

For each of Messrs. Grizzle, Koscal, Allman, Kinstedt, and Pulley, the retention portion of the 2025 LTI award is equity-based compensation, and each of them received RSUs for the first tranche of the outstanding retention portion of the 2025 LTI award as provided below in the section titled “Long-Term Equity Incentive Compensation-2025 RSU Awards”.

The compensation committee determined to grant the performance-based portion of the annual LTI awards as cash-based awards and selected performance measures designed to reward the NEOs when they achieve key goals that contribute to the creation of stockholder value over the long-term. For 2025, the compensation committee approved the following metrics for the three-year performance period ending December 31, 2027: (1) cumulative controllable completion factor performance over the three-year period, weighted at 60%; and (2) average daily aircraft utilization hours, measured in annual targets over the three-year period, weighted at 40%.

We earned positive pre-tax income for 2025, therefore the performance-based portion of the 2023 annual long-term incentive award vested and was earned as of December 31, 2025. The 2023 LTI award included two metrics weighted at 60% and 40%, respectively: (i) the cumulative operational performance measure of CCF; and (ii) the annual average daily aircraft utilization measured in three one-year periods over the three-year performance period ending December 31, 2025. Each of Messrs. Koscal, Allman, Kinstedt, and Pulley earned the following amounts, respectively: $925,188, $759,906, $759,906, and $572,130.

Additionally, the following retention-based amounts vested as of December 31, 2025 and were earned by each of Messrs. Koscal, Allman, Kinstedt, and Pulley, respectively: (i) $157,667, $129,500, $129,500 and $97,500 for the third tranche of the outstanding retention portion of the 2023 LTI award; (ii) $166,667, $149,850, $149,850 and $113,333 for the second tranche of the outstanding retention portion of the 2024 LTI award.

These amounts are reported in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table.

The compensation committee believes that long-term equity incentive compensation is an effective means for incentivizing our NEOs to increase equity value over a multi-year period, provide a meaningful reward for appreciation in the value of its equity and long-term value creation, and motivate our NEOs to remain employed with it. In 2020, a long-term incentive award was granted to incentivize our NEOs to pursue and effectuate a liquidity event for Legacy Republic.

Our equity award grant practices are designed to reflect a balance between:

The compensation committee believes that Restricted Stock Unit (“RSU”) awards help Republic to manage dilution to existing stockholders and provide greater transparency and predictability to its executive officers regarding the ultimate value of their compensation opportunities.

In determining the number of RSUs, the compensation committee considers competitive market data for performance based awards issued by companies in our compensation peer group, with a goal of reaching a mix that would provide the appropriate incentives while staying competitive in its market. The compensation committee also evaluates the accounting impact of the proposed awards on our earnings, its “burn rate” in relation to the airline industry sector benchmarks, and the other factors described above.

In 2020, our NEOs were provided a one-time special purpose long-term equity incentive compensation in the form of equity awards to incentivize a successful liquidity event. The use of long-term equity incentives creates a link between executive compensation and our long-term performance and growth, thereby creating alignment between executive officers and stockholder interests. The compensation committee believes that the one-time special purpose performance based RSU awards helped Legacy Republic to retain its executive officers by rewarding them for successfully completing a liquidity event (in the case of the 2020 RSU award) and generally for generating stockholder value while at the same time providing some value to the recipient.

On November 25, 2020 (the “Grant Date”) each of Messrs. Koscal, Allman, Kinstedt, and Pulley was granted 97,483, 97,483, 97,483 and 38,993, target number of RSUs respectively, under the 2020 Omnibus Incentive Plan to further align our NEOs with the interests of its shareholders and as a retention tool.

In the event there was a Liquidity Event (as defined below) prior to December 31, 2025 (the “Expiration Date”), the number of RSUs earned by an NEO (“Earned RSUs”) is determined by multiplying the target number of RSUs for each NEO by each of the performance multipliers as set forth below:

As provided in the RSU award agreement, “Liquidity Event” means any Board approved strategic transaction, authorized or approved by our stockholders that results in any of the following: a Change in Control (as defined in the award agreement), an initial public offering, direct listing, special purpose acquisition company, or other acquisition, purchase, merger, consolidation, combination, or similar transaction that the compensation committee in its sole discretion deems to be a Liquidity Event. In order to determine the specific number of shares awarded in the 2020 grant, the Board determined a qualified “Liquidity Event” would occur upon the closing of the merger transaction and therefore established a 159% performance multiplier based upon the formulas above and anticipated closing timeline. Pursuant to the terms of the RSU award agreement, the RSUs fully vested upon such determination.

In 2025, we also granted RSUs to certain members of our management (including our NEOs) to retain the recipients and incentivize the Merger transaction’s success (the “Integration RSUs”), which RSUs were converted in to restricted stock awards subject to the same vesting terms in connection with the Merger.

The Integration RSUs are subject to both time- and performance-based vesting conditions, with 70% of the award subject to time-based vesting and 30% subject to performance-based vesting. The time-vesting Integration RSUs vest in equal installments on the third and fourth anniversaries of November 25, 2025 (the closing date of the Merger), subject to continued employment. The performance-vesting Integration RSUs vest, subject to continued employment, in one-third tranches upon achievement of specified operational milestones, including (i) FAA approval of an aircraft bridging and harmonization program, (ii) FAA approval of a pilot training transition program and (iii) relocation of our corporate functions to Carmel, Indiana.

As provided above, we also granted time-vesting RSUs to our executive officers (including the NEOs) for the retention-based portion of their 2025 LTI awards that vest in three equal installments on each of December 31, 2025, 2026, and 2027, subject to continued employment, which RSUs were converted in to restricted stock awards subject to the same vesting terms in connection with the Merger.

See “—Termination of Employment and Change-in-Control Agreements—RSU Awards” below for a description of the potential vesting that each of our NEOs may be entitled to in connection with a Change in Control and certain terminations of employment.

Our NEOs are eligible to participate in 401(k), disability, medical, and group insurance plans generally available to all its employees. Each NEO is also eligible for an annual physical paid by us. As is common in the airline industry, our associates, including our NEOs, and certain family members receive free or reduced-fare travel on other airlines. We do not provide any other special benefits or perquisites to any of our NEOs.

Below we have summarized the employment agreements of our NEOs other than Mr. Pulley who does not have an employment agreement. Such agreements were entered into by Legacy Republic. For further information regarding potential payments upon termination or in relation to a change-in-control, see “—Termination of Employment and Change-in-Control Arrangements”.

We entered into an employment agreement with Mr. Grizzle, effective July 1, 2025, which sets forth the terms and conditions of his service as our Chief Executive Officer and Chairman of our board of directors. The initial term of his employment agreement ends on July 1, 2027, unless earlier terminated in accordance with its terms.

Under the terms of Mr. Grizzle’s employment agreement, he is entitled to receive an annual base salary of $540,000 (as of 2025) and has an annual target bonus opportunity under our Annual Incentive Plan equal to 100% of his base salary, prorated for partial years of service in the role of CEO. In any year, the amount of the bonus may be more or less than 100% but not more than 200% of his target annual incentive amount as determined, in its sole discretion, by the compensation committee based upon certain performance measures approved by the compensation committee. Mr. Grizzle may also be awarded one or more discretionary bonuses based on individual performance or other factors as determined in the sole discretion of the compensation committee. Mr. Grizzle’s employment agreement also provides for eligibility to participate in our long-term incentive plan and its employee benefit plans. Mr. Grizzle is also eligible for reimbursement for ordinary and necessary business expenses.

We entered into an amended and restated employment agreement with Mr. Koscal, dated February 8, 2017, as amended November 14, 2017 and November 27, 2017, which sets forth the terms and conditions of his service as our President and Chief Commercial Officer. The initial term of his employment agreement continued until November 30, 2019, and is thereafter automatically renewed for successive one-year periods unless Republic or Mr. Koscal gives written notice to the other at least ninety (90) days prior to the end of the applicable term.

Under the terms of Mr. Koscal’s employment agreement, he is entitled to receive an annual base salary of at least $376,000 ($540,000 as of 2025) and has an annual target bonus opportunity under our Annual Incentive Plan equal to 80% of his base salary (100% as of 2025). In any year, the amount of the bonus may be more or less than 100% but not more than 200% of his target annual incentive amount as determined, in its sole discretion, by the compensation committee based upon certain performance measures approved by the compensation committee. Mr. Koscal may also be awarded one or more discretionary bonuses based on individual performance or other factors as determined in the sole discretion of the compensation committee. Mr. Koscal’s employment agreement also provides for eligibility to participate in our long-term incentive plan and its employee benefit plans. Mr. Koscal is also eligible for an annual physical paid for by us and reimbursement for ordinary and necessary business expenses.

We entered into an amended and restated employment agreement with Mr. Allman, dated February 8, 2017, as amended November 14, 2017 and November 27, 2017, which sets forth the terms and conditions of his service as our Senior Vice President, Chief Financial Officer. The initial term of his employment agreement continued until November 30, 2019, and is thereafter automatically renewed for successive one-year periods unless Republic or Mr. Allman give written notice to the other at least ninety (90) days prior to the end of the applicable term.

Under the terms of Mr. Allman’s employment agreement, he is entitled to receive an annual base salary of at least $376,000 ($500,000 as of 2025) and has an annual target bonus opportunity under our Annual Incentive Plan equal to 80% of his base salary. In any year, the amount of the bonus may be more or less than 100% but not more than 200% of his target annual incentive amount as determined, in its sole discretion, by the compensation committee based upon certain performance measures approved by the compensation committee. Mr. Allman may also be awarded one or more discretionary bonuses based on individual performance or other factors as determined in the sole discretion of the compensation committee. Mr. Allman’s employment agreement also provides for eligibility to participate in our long-term incentive plan(s) and its employee benefit plans. Mr. Allman is also eligible for an annual physical paid for by us and reimbursement for ordinary and necessary business expenses.

We entered into an amended and restated employment agreement with Mr. Kinstedt, dated February 8, 2017, as amended November 14, 2017 and November 27, 2017, which sets forth the terms and conditions of his service as our Senior Vice President, Chief Operating Officer. The initial term of his employment agreement continued until May 31, 2019, and is thereafter automatically renewed for successive one-year periods unless Republic or Mr. Kinstedt give written notice to the other at least ninety (90) days prior to the end of the applicable term.

Under the terms of Mr. Kinstedt’s employment agreement, he is entitled to receive an annual base salary of at least $376,000 ($500,000 as of 2025) and has an annual target bonus opportunity under our Annual Incentive Plan equal to 80% of his base salary. In any year, the amount of the bonus may be more or less than 100% but not more than 200% of his target annual incentive amount as determined, in its sole discretion, by the compensation committee based upon certain performance measures approved by the compensation committee. Mr. Kinstedt may also be awarded one or more discretionary bonuses based on individual performance or other factors as determined in the sole discretion of the compensation committee. Mr. Kinstedt’s employment agreement also provides for eligibility to participate in our long-term incentive plan(s) and its employee benefit plans. Mr. Kinstedt is also eligible for an annual physical paid for by us and reimbursement for ordinary and necessary business expenses.

If the Board determines that an NEO has engaged in fraudulent or intentional misconduct, the Board could take action to remedy the misconduct, prevent its recurrence, and impose such discipline on the wrongdoer as would be appropriate. Discipline would vary depending on the facts and circumstances, and may include, without limitation, (i) termination of employment, (ii) initiation of an action for breach of fiduciary duty, and (iii) if the misconduct resulted in a significant restatement of our financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than what would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators, or other authorities.

For a discussion of our Nasdaq-compliant clawback policy, see “The Board of Directors and Certain Governance Matters—Incentive Compensation Clawback Policy.”

For discussion of other policies that relate to our compensation philosophy and policies, see “The Board of Directors and Certain Governance Matters— Stock Ownership Guidelines,” “—Securities Trading Policy and Policy against Hedging” and “Equity Grant Policies.”

The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into the 2025 Form 10-K.

Submitted by the compensation committee of the Company’s Board of Directors:

As previously disclosed in a Form 8-K we filed with the SEC on September 29, 2025, the Board of Directors of Mesa approved a change in our fiscal year-end, moving from September 30 to December 31 of each year, effective for the fiscal year beginning on January 1, 2025 and ending on December 31, 2025 (the “Fiscal Year Change”). This change resulted in a three-month transition period from October 1, 2024 through December 31, 2024, to bridge the period between the end of our 2024 fiscal year and the beginning of our 2025 fiscal year on January 1, 2025. This period is referred to as the “Transition Period” throughout this Proxy Statement. All references to “fiscal years” or “years” prior to the Fiscal Year Change with respect to named executive officers of Mesa prior to the Merger refer to the 12-month fiscal period ending September 30, and all references to “fiscal years” or “years” subsequent to the Fiscal Year Change refer to the 12-month fiscal period ending December 31. We have included certain information in this Proxy Statement related to, among other things, the compensation of our named executive officers and directors for the Transition Period as well as our 2025 fiscal year, which began on January 1, 2025 and ending on December 31, 2025.

The following table provides summary information concerning the compensation paid to or earned by our NEOs for each of the last three completed fiscal years and the Transition Period, which is referred to in the table below as “2024T”.

The following table summarizes the potential equity and non-equity incentive plan awards that could have been or could be earned by each of the NEOs at the defined levels of “Threshold,” “Target,” and “Maximum” based on the awards granted to the NEOs during the fiscal year ended December 31, 2025 and the Transition Period. The awards granted are described in the footnotes below the table.

The following table provides information regarding outstanding equity awards made to our NEOs as of December 31, 2025 and December 31, 2024, the end of the Transition Period.