$UAL|4Feb 5, 5:32 PM ET

United Airlines Holdings, Inc. 4

4 · REPUBLIC AIRWAYS HOLDINGS INC. · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Republic Airways (RJET) 10% Owner United Airlines Acquires 2.74M Shares

What Happened

United Airlines Holdings, Inc. (as the 10% owner) was reported on a Form 4 to have acquired 2,744,348 shares of Republic Airways Holdings Inc. (RJET) on February 3, 2026. The filing values the shares at $18.84 each, for a total value of $51,703,516.32. The shares were delivered from escrow as part of a post‑merger allocation tied to the merger of Mesa Air Group and legacy Republic (completed Nov 25, 2025).
This was not an open‑market purchase by an executive but an institutional receipt of escrow shares in exchange for forgiveness/repayment of certain pre‑closing debts. The transaction is reported under code J and is exempt from Section 16(b) as an acquisition “in good faith in connection with a debt previously contracted.”

Key Details

Transaction date: 2026-02-03; Form filed: 2026-02-05 (timely filing).
Shares acquired: 2,744,348; implied price per share: $18.84; total value: $51,703,516.32.
Transaction code: J (other acquisition/disposition); exempt from Section 16(b) per footnote.
Securities are directly held by United Airlines, Inc.; United Airlines Holdings, Inc. may be deemed to have voting/dispositive power but disclaims beneficial ownership except to the extent of any pecuniary interest.
Shares owned after the transaction are not specified in the provided excerpt of the filing.

Context

These shares were escrowed at the time of the merger between Mesa and legacy Republic and were allocated on Feb 3, 2026 under a previously agreed Three Party Agreement among Mesa, legacy Republic, and United.
This is institutional/transactional activity (escrow allocation and debt settlement) rather than insider buying or selling based on company outlook; it should not be interpreted as a typical insider trading signal.

Form 4

Period: 2026-02-03

10% Owner

Transactions

Other
Common Stock
[F1][F2]
2026-02-03+2,744,348→ 10,490,745 total(indirect: See footnote)

Footnotes (2)

[F1]In connection with the merger of the Issuer (formerly known as Mesa Air Group, Inc. ("Mesa")) and legacy Republic Airways Holdings Inc. ("Legacy Republic") on November 25, 2025 (the "Merger"), shares equivalent to a 6% interest in the Issuer were delivered into escrow for allocation in the manner set forth in that certain Three Party Agreement, dated as of April 4, 2025, between Mesa, Legacy Republic, and United Airlines, Inc. (the "Escrow Shares"). On February 3, 2026, the amount of the Escrow Shares payable to United Airlines, Inc. in exchange for the forgiveness and repayment of certain debts and obligations of the Issuer pre-closing was confirmed to be 2,744,348 shares, valued at $18.84 per share, for a total value of $51,703,516.32. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to the terms of the statute, because the shares were "acquired in good faith in connection with a debt previously contracted."
[F2]These securities are directly held by United Airlines, Inc. As the holding company of United Airlines, Inc., United Airlines Holdings, Inc. may be deemed to have voting and dispositive power over these securities. United Airlines, Inc. and United Airlines Holdings, Inc. disclaim beneficial ownership over these securities except to the extent of their respective pecuniary interest therein, if any.

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