United Airlines Holdings, Inc. 4

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.