`Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-Q

~~(Mark~~x ~~One~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~March 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2026

~~For the quarterly period ended September 30, 2025~~OR

Oro TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period TOfrom ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~to

~~FOR~~Commission ~~THE~~file ~~TRANSITION~~number ~~PERIOD FROM TO~~ 001-38626

~~Commission~~Republic ~~File~~Airways ~~Number~~Holdings ~~001-38626~~ Inc.

MESA AIR GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	85-0302351
Delaware		85-0302351
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
410 North 44th Street, Suite 700Phoenix, Arizona 85008	85008
2 Brickyard LaneCarmel, Indiana 46032(Address of principal executive offices)(Zip Code)
(Address of principal executive offices)	(Zip Code)
(317) 484-6000(Registrant’s telephone number, including area code)
Not Applicable(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Registrant's telephone number, including area code: (602) 685-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value MESA Nasdaq Capital Market

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

RJET

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ x No ☐ o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ x No ☐ o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐o Accelerated filer ☐o Non-accelerated filer ☒x Smaller reporting company ☐o Emerging growth company ☐o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ o No ☒ x

AsIndicate ofby ~~November~~check ~~14,~~mark ~~2025,~~whether the registrant ~~had~~has 41filed all documents and reports required to be filed by Sections 12,~~886,643~~ ~~shares~~13 or 15(d) of ~~common~~the ~~stock,~~Securities noExchange ~~par~~Act ~~value~~of ~~per~~1934 ~~share,~~subsequent ~~issued~~to ~~and~~the ~~outstanding~~distribution of securities under a plan confirmed by a court. Yes x No o

As of April 28, 2026, there were 46,829,476 outstanding shares of the registrant’s common stock.

Table of Contents

REPUBLIC AIRWAYS HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	4
		Page
Item 1. Financial Statements	4
Part I - Financial Information
Condensed Consolidated Balance Sheets	4
Item 1. Financial Statements		2
Condensed Consolidated Statements of Operations and Comprehensive Loss	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Condensed Consolidated Statements of Stockholders' Equity	6
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Condensed Consolidated Statements of Cash Flows	7
Item 4. Controls and Procedures		30
Notes to Condensed Consolidated Financial Statements	8
Part II - Other Information
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 1. Legal Proceedings		32
Item 3. Quantitative and Qualitative Disclosures About Market Risk	39
Item 1A. Risk Factors		33
Item 4. Controls and Procedures	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33
PART II – OTHER INFORMATION	41
Item 3. Defaults Upon Senior Securities		33
Item 1. Legal Proceedings	41
Item 4. Mine Safety Disclosures		33
Item 1A. Risk Factors	41
Item 5. Other Information		33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6. Exhibits		33
Item 3. Defaults Upon Senior Securities	41
Signatures		35
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	41
SIGNATURES	43

~~Cautionary Note Regarding Forward-Looking Statements~~ 1

~~This~~Table ~~Quarterly Report on Form 10-Q contains forward-looking statements within the meaning~~ of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.Contents

~~Forward-looking~~Part ~~statements~~I ~~provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward~~-~~looking~~ ~~statements~~Financial can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," “should,” "could," "can," "may," and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and our Transition Report on Form 10-KT for the transition period ended December 31, 2024, filed with the Securities and Exchange Commission on May 13, 2025 and November 20, 2025, respectively. Unless otherwise stated, references to particular years, quarters, months, or periods refer to our fiscal years ended December 31 and the associated quarters, months, and periods of those fiscal years. Each of the terms "the Company," "Mesa Airlines," "Mesa," "we," "us" and "our" as used herein refers collectively to Mesa Air Group, Inc. and its wholly owned subsidiaries, unless otherwise stated. We do not assume any obligation to revise or update any forward-looking statements.Information

The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

public health epidemics or pandemics;

the supply and retention of qualified airline pilots and mechanics and associated costs;

the volatility of pilot and mechanic attrition;

dependence on, and changes to, or non-renewal of, our Amended and Restated United Capacity Purchase Agreement;

failure to meet certain operational performance targets in our Amended and Restated United Capacity Purchase Agreement, which could result in termination of such agreement;

increases in our labor costs;

reduced utilization - the percentage derived from dividing (i) the number of block hours actually flown during a given month by (ii) the maximum number of block hours that could be flown during such month under our capacity purchase agreement;

the direct operation of regional jets for United Airlines, Inc. ("United");

the financial strength of United and its ability to successfully manage its businesses through potential adverse events impacting the industry

restrictions under our Amended and Restated United Capacity Purchase Agreement to enter into new regional air carrier service agreements, which will remain in place until the earlier to occur of (i) January 1, 2026 and (ii) the Company’s satisfaction of certain Performance Milestones (as defined in the Amended and Restated United CPA);

our significant amount of debt and other contractual obligations;

our compliance with ongoing financial covenants under our credit facilities

our ability to keep costs low and execute our growth strategies; and

the effects of extreme or severe weather conditions that impacts our ability to complete scheduled flights.

While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.

Part I – Financial Information

Item 1. Financial Statements

~~MESA~~REPUBLIC ~~AIR~~AIRWAYS ~~GROUP,~~ HOLDINGS INC. AND SUBSIDIARIES

~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Balance~~BALANCE ~~Sheets~~ SHEETS

~~(In~~AS ~~thousands~~OF MARCH 31, ~~except~~2026 ~~share~~AND ~~amounts)~~DECEMBER ~~(September 30~~31, 2025 ~~is unaudited)~~

	September 30,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	38,734		$	39,980
Restricted cash		3,046			3,004
Receivables, net ($18,277 and $1,808 from related party)		20,353			5,250
Expendable parts and supplies, net		16,629			29,172
Assets held for sale		33,759			80,723
Prepaid expenses and other current assets		2,105			2,577
Total current assets		114,626			160,706
Property and equipment, net		31,499			203,567
Lease and equipment deposits		587			524
Operating lease right-of-use assets		6,801			6,588
Deferred tax asset		318			—
Deferred heavy maintenance, net		—			5,351
Other assets		5,102			6,829
Total assets	$	158,933		$	383,565
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and finance leases ($5,812 and $7,512 from related party)	$	68,009		$	143,275
Current portion of deferred revenue		5,638			4,955
Current maturities of operating leases		1,651			1,430
Accounts payable		57,480			60,932
Accrued compensation		10,487			6,705
Other accrued expenses		26,690			35,444
Total current liabilities		169,955			252,741
Noncurrent liabilities:
Long-term debt and finance leases, excluding current portion ($27,012 and $25,505 from related party)		27,012			83,786
Noncurrent operating lease liabilities		6,427			6,484
Deferred credits from related party		—			2,036
Deferred income taxes		—			2,937
Deferred revenue, net of current portion		6,318			10,329
Other noncurrent liabilities		1,859			26,675
Total noncurrent liabilities		41,616			132,247
Total liabilities		211,571			384,988
Commitments and contingencies (Note 14)
Stockholders' equity:
Common stock of no par value and additional paid-in capital, 125,000,000 shares authorized; 41,879,859 (2025) and 41,331,719 (2024) shares issued and outstanding, 4,899,497 (2025) and 4,899,497 (2024) warrants issued and outstanding		273,340			272,655
Accumulated deficit		(325,978	)		(274,078	)
Total stockholders' equity		(52,638	)		(1,423	)
Total liabilities and stockholders' equity	$	158,933		$	383,565

(UNAUDITED)

~~See~~(In ~~accompanying~~millions, ~~notes~~except toshare ~~these~~and ~~condensed~~per ~~consolidated~~share ~~financial statements.~~amounts)


	March 31, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	111.3	$	134.3
Marketable securities	162.1		162.2
Restricted cash	22.2		23.4
Receivables, net	21.6		21.0
Receivables—related parties	24.4		69.2
Inventories	95.3		88.5
Other current assets	19.7		26.2
Other current assets—related parties	29.9		15.9
Total current assets	486.5		540.7

Property and equipment, net	2,462.8		2,410.0
Operating lease right-of-use assets	127.9		131.7
Goodwill	122.5		122.5
Other non-current assets	35.4		40.0
Other non-current assets—related parties	29.9		31.7
TOTAL ASSETS	$	3,265.0	$	3,276.6

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and finance leases	$	192.9	$	202.0
Current portion of operating lease liabilities	17.3		16.5
Accounts payable	73.8		96.2
Accrued and other liabilities	193.8		219.8
Accounts payable and accrued and other liabilities—related parties	42.4		39.8
Total current liabilities	520.2		574.3

Long-term debt and finance leases – less current portion	909.2		882.9
Operating lease liabilities – less current portion	119.5		123.9
Other non-current liabilities	36.7		42.9
Other non-current liabilities—related parties	97.3		103.2
Deferred income taxes	230.4		220.9
Total liabilities	1,913.3		1,948.1

COMMITMENTS AND CONTINGENCIES (Note 8)

SHAREHOLDERS’ EQUITY:
Common stock, $0.001 par value, 5,000,000,000 shares authorized; 45,604,180 and 45,713,286 shares issued and outstanding, respectively	—		—
Additional paid-in capital	616.3		620.0
Accumulated earnings	735.4		708.5
Total shareholders’ equity	1,351.7		1,328.5
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,265.0	$	3,276.6

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

(In millions, except per share amounts)


	Three Months Ended
	March 31, 2026		March 31, 2025
REVENUES (1)	$	527.4	$	394.8
OPERATING EXPENSES:
Wages and benefits	231.2		174.4
Aircraft and engine rent	1.9		—
Maintenance and repair	99.8		67.1
Maintenance and repair—related parties	13.6		9.2
Depreciation and amortization	34.5		30.6
Executive separation and Merger-related items (Note 4)	9.5		4.4
Other	80.4		55.6
Other—related parties	2.3		0.6
Total operating expenses	473.2		341.9

OPERATING INCOME	54.2		52.9

OTHER INCOME (EXPENSE):
Investment income (loss) and other, net	0.2		(2.0)
Interest expense	(16.8)		(14.3)
Total other expense, net	(16.6)		(16.3)

INCOME BEFORE INCOME TAXES	37.6		36.6
INCOME TAX EXPENSE	10.7		9.5
NET INCOME	$	26.9	$	27.1

NET INCOME PER COMMON SHARE—BASIC	$	0.59	$	0.69
NET INCOME PER COMMON SHARE—DILUTED	0.58		0.68
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC	45.7		39.1
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED	46.1		39.8

(1)Substantially all of the Company’s revenues are derived from related parties during the three months ended March 31, 2026 and 2025. Refer to Note 5, Revenues and Note 10, Related Party Transactions.

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

(In millions, except share amounts)


	Mezzanine Equity (1)			Common Stock (1)
	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Earnings		Total Shareholders’ Equity
Balance at January 1, 2025	102,901	$	5.8	38,993,300	$	—	$	478.0	$	632.5	$	1,110.5
Net income	—	—		—	—		—		27.1		27.1
Share based compensation	—	0.7		—	—		—		—		—
Balance at March 31, 2025	102,901	$	6.5	38,993,300	$	—	$	478.0	$	659.6	$	1,137.6



	Mezzanine Equity (1)			Common Stock (1)
	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Earnings		Total Shareholders’ Equity
Balance at January 1, 2026	—	$	—	45,713,286	$	—	$	620.0	$	708.5	$	1,328.5
Net income	—	—		—	—		—		26.9		26.9
Share based compensation	—	—		—	—		3.7		—		3.7
Repurchase and retirement of common stock	—	—		(109,106)	—		—		—		—
Settlement of U.S. Treasury Warrants	—	—		—	—		(7.4)		—		(7.4)
Balance at March 31, 2026	—	$	—	45,604,180	$	—	$	616.3	$	735.4	$	1,351.7

(1)Mezzanine equity and shareholders’ equity have been retrospectively adjusted to apply the Exchange and Reverse Stock Split as discussed in Note 3, Merger with Mesa Air Group, Inc.

See accompanying notes to the condensed consolidated financial statements.

~~MESA~~Table ~~AIR~~of ~~GROUP, INC.~~ Contents

~~Condensed~~REPUBLIC ~~Consolidated~~AIRWAYS ~~Statements~~HOLDINGS ofINC. ~~Operations~~AND ~~and Comprehensive Loss~~SUBSIDIARIES

~~(In~~CONDENSED ~~thousands,~~CONSOLIDATED ~~except~~STATEMENTS ~~per~~OF ~~share~~CASH ~~amounts) (Unaudited)~~FLOWS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating revenues:
Contract revenue (2025 - $64,879 and $199,278 and 2024 - $92,409 and $297,794 from related party)	$	65,968		$	93,806		$	204,331		$	303,222
Pass-through and other revenue		24,708			21,451			73,875			54,410
Total operating revenues		90,676			115,257			278,206			357,632
Operating expenses:
Flight operations		35,656			37,870			108,404			132,654
Maintenance		42,250			47,560			127,206			136,098
Aircraft rent		396			3,501			1,818			6,593
General and administrative		10,912			11,391			33,981			32,239
Depreciation and amortization		2,262			7,195			11,594			26,748
Asset impairment		7,326			22,786			53,447			33,325
Loss on sale of assets		—			—			7,706			—
Other operating expenses		1,051			1,987			626			4,392
Total operating expenses		99,853			132,290			344,782			372,049
Operating loss		(9,177	)		(17,033	)		(66,576	)		(14,417	)
Other income (expense), net:
Interest expense		(2,829	)		(7,624	)		(11,419	)		(27,296	)
Interest income		69			23			167			54
Gain on investments		—			1,578			—			8,032
Unrealized loss on investments, net		—			(71	)		(11	)		(8,595	)
Gain on debt forgiveness		—			—			—			10,500
Other income (expense), net		352			(1,397	)		24,377			(1,788	)
Total other income (expense), net		(2,408	)		(7,491	)		13,114			(19,093	)
Loss before taxes		(11,585	)		(24,524	)		(53,462	)		(33,510	)
Income tax expense (benefit)		2,539			393			(1,564	)		(345	)
Net loss and comprehensive loss	$	(14,124	)	$	(24,917	)	$	(51,898	)	$	(33,165	)
Net loss per share attributable to
common shareholders
Basic	$	(0.34	)	$	(0.60	)	$	(1.25	)	$	(0.80	)
Diluted	$	(0.34	)	$	(0.60	)	$	(1.25	)	$	(0.80	)
Weighted-average common shares outstanding
Basic		41,873			41,322			41,551			41,203
Diluted		41,873			41,322			41,551			41,203

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

~~See accompanying notes to these condensed consolidated financial statements.~~(UNAUDITED)

(In millions)


	Three Months Ended
	March 31, 2026		March 31, 2025
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	57.8	$	53.8

INVESTING ACTIVITIES:
Purchase of property and equipment (1)	(93.1)		(39.3)
Proceeds from insurance, sale of property, and other equipment	1.8		0.3
Pre-delivery deposits paid (1)	(2.0)		(9.2)
Purchases of marketable securities and investments	(38.7)		(38.4)
Proceeds from the sale of marketable securities	40.0		45.0
NET CASH USED IN INVESTING ACTIVITIES	(92.0)		(41.6)
FINANCING ACTIVITIES:
Proceeds from issuance of debt	64.4		22.4
Payments on debt and finance lease obligations	(48.8)		(57.4)
Payments for warrant redemption	(5.3)		—
Other, net	(0.3)		(0.9)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	10.0		(35.9)

NET CHANGES IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(24.2)		(23.7)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	157.7		131.9
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	133.5		108.2

CASH PAID FOR:
Interest, net of capitalized amounts	$	16.6	$	14.1
Income taxes, net of refunds	4.3		3.4
Amounts included in the measurement of operating lease liabilities	6.1		5.1
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Property and equipment acquired, but not paid	11.7		6.6
Parts credits received from aircraft and engine manufacturers	2.4		0.5
Parts credits received from aircraft and engine manufacturers—related parties	0.2		0.2
Right-of-use assets acquired or modified under operating leases	0.4		(0.5)

(1)The Company made net aircraft, pre-delivery deposit payments, and inventory and rotable spare part purchases from its original equipment manufacturer, a related party, of $71.7 million and $32.1 million during the three months ended March 31, 2026 and 2025, respectively.

See accompanying notes to the condensed consolidated financial statements.

~~MESA~~Table ~~AIR~~of ~~GROUP, INC.~~Contents

~~Condensed~~REPUBLIC ~~Consolidated~~AIRWAYS ~~Statements~~HOLDINGS ofINC. ~~Stockholders'~~AND ~~Equity~~SUBSIDIARIES

~~(In~~NOTES ~~thousands,~~TO ~~except~~CONDENSED ~~share~~CONSOLIDATED ~~amounts)~~FINANCIAL ~~(Unaudited)~~STATEMENTS

	Nine Months Ended September 30, 2024
						Common
						Stock and
						Additional
	Number of			Number of		Paid-In			Accumulated
	Shares			Warrants		Capital			Deficit			Total
Balance at December 31, 2023		40,940,326			4,899,497	$	271,582		$	(128,969	)	$	142,612
Stock compensation expense		—			—		372			—			372
Payment of tax withholding for RSUs		(1,490	)		—		(1	)		—			(1	)
Restricted shares issued		178,010			—		—			—			—
Employee share purchases		55,372			—		30			—			30
Net income		—			—		—			11,660			11,660
Balance at March 31, 2024		41,172,218			4,899,497	$	271,982		$	(117,309	)	$	154,672
Stock compensation expense		—			—		248			—			248
Payment of tax withholding for RSUs		(102,436	)		—		(126	)		—			(126	)
Restricted shares issued		242,422			—		—			—			—
Net loss		—			—		—			(19,908	)		(19,908	)
Balance at June 30, 2024		41,312,204			4,899,497		272,104			(137,217	)		134,887
Stock compensation expense		—			—		284			—			284
Payment of tax withholding for RSUs		(8,772	)		—		(12	)		—			(12	)
Restricted shares issued		28,287			—		—			—			—
Net loss		—			—		—			(24,917	)		(24,917	)
Balance at September 30, 2024		41,331,719			4,899,497		272,376			(162,134	)		110,242

(UNAUDITED)

	Nine Months Ended September 30, 2025
						Common
						Stock and
						Additional
	Number of			Number of		Paid-In			Accumulated
	Shares			Warrants		Capital			Deficit			Total
Balance at December 31, 2024		41,331,719			4,899,497	$	272,655		$	(274,078	)	$	(1,423	)
Stock compensation expense		—			—		264			—			264
Payment of tax withholding for RSUs		(1,286	)		—		(1	)		—			(1	)
Restricted shares issued		4,000			—		—			—			—
Net loss		—			—		—			(58,631	)		(58,631	)
Balance at March 31, 2025	$	41,334,433		$	4,899,497	$	272,918		$	(332,709	)	$	(59,791	)
Stock compensation expense		—			—		268			—			268
Payment of tax withholding for RSUs		(1,286	)		—		(3	)		—			(3	)
Restricted shares issued		528,397			—		—			—			—
Net income		—			—		—			20,855			20,855
Balance at June 30, 2025		41,861,544			4,899,497	$	273,183		$	(311,854	)	$	(38,671	)
Stock compensation expense		—			—		167			—			167
Payment of tax withholding for RSUs		(8,685	)		—		(10	)		—			(10	)
Restricted shares issued		27,000			—		—			—			—
Net loss		—			—		—			(14,124	)		(14,124	)
Balance at September 30, 2025	$	41,879,859		$	4,899,497	$	273,340		$	(325,978	)	$	(52,638	)

1. ORGANIZATION & BUSINESS

Republic ~~See~~Airways ~~accompanying~~Holdings ~~notes~~Inc. (the “Company,” the “Parent,” or “Republic”) is a Delaware holding company conducting substantially all of its operations through its wholly-owned regional air carrier subsidiaries, Republic Airways Inc. (“Republic Airways”) and Mesa Airlines, Inc. (“Mesa” or “Mesa Airlines”). The Company regularly provides scheduled passenger service on approximately 1,300 flights daily to ~~these~~approximately ~~condensed~~125 ~~consolidated~~cities ~~financial~~in ~~statements~~the United States, Canada, Mexico, and the Caribbean operating under the American Eagle, Delta Connection, and United Express brands through the Company’s partnerships with American Airlines, Inc. (“American Airlines”), Delta Air Lines, Inc. (“Delta Air Lines”), and United Airlines, Inc. (“United Airlines”) (collectively, our “Partners” or “Partner Airlines”) under fixed-fee capacity purchase agreements (“CPA,” or collectively, our “CPAs”). The Company’s operating subsidiaries, Republic Airways and Mesa Airlines, exclusively operate the Embraer E170/175 family of aircraft among our Partner Airlines’ hub and focus cities.

On November 25, 2025, the Company and Mesa Air Group, Inc. (“Mesa Parent”), former parent company of Mesa Airlines, completed a merger between Republic Airways Holdings Inc. and Mesa Air Group, Inc., whereby the Company merged with and into Mesa Air Group, Inc. (the “Merger”). The legal entity Mesa Air Group, Inc. continued as the surviving corporation; however, upon completion of the Merger, the legal entity was renamed Republic Airways Holdings Inc. The Company, on a pre-Merger basis, is referred to as “Legacy Republic.” The Company includes the operations of Legacy Republic, and beginning on November 25, 2025, also includes the operations, financial position, and cash flows of the former entity Mesa Air Group, Inc. and its wholly-owned subsidiaries. See Note 3, Merger with Mesa Air Group, Inc.

The Company also operates its Leadership In Flight Training Academy (“LIFT Academy”) with a mission to attract a new generation of aviation professionals to commercial aviation by providing superior flight training, while addressing the economic, regulatory, and structural barriers to entry to the aviation industry by offering its graduates a defined career pathway to First Officer with Republic Airways. The Company also operates Bridge Air to provide additional cost-effective access to pilot time-building resources to meet minimum experience requirements to fly commercially for an airline such as Republic or Mesa.

Aircraft under operation for each of our Partner Airlines as of March 31, 2026 are as follows:


Aircraft (1) (2)	American Airlines	Delta Air Lines	United Airlines	Total Aircraft
E170	13	11	1	25
E175	79	46	125	250
Total	92	57	126	275

(1)Represents the minimum operational fleet out of a total of 283 aircraft as of March 31, 2026, excluding eight spare aircraft.

(2)Excludes 31 aircraft leased to American Airlines as of March 31, 2026.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation—The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Republic Airways Holdings Inc. and its wholly-owned subsidiaries. Beginning November 25, 2025 and in conjunction with the Merger, the condensed consolidated financial statements include the accounts of Mesa Air Group, Inc. and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Certain prior year balances have been reclassified to conform to current year presentation, including additional captions for other current assets — related parties and executive separation and Merger-related items. See Note 4, Executive Separation and Merger-Related Items.

~~MESA~~Table ~~AIR~~of ~~GROUP, INC.~~Contents

~~Condensed~~Management ~~Consolidated~~believes ~~Statements~~the accompanying unaudited condensed consolidated financial statements include all adjustments and disclosures, consisting of ~~Cash~~normal ~~Flows~~recurring adjustments, necessary for fair presentation of these financial statements on an interim basis. Balances and results as of and during the periods presented are not necessarily indicative of results to be expected as of and for the year ending December 31, 2026. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, as is permissible under such rules and regulations. Accordingly, these financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto as of and for the year ended December 31, 2025.

(U.S. Treasury Warrants—In ~~thousands~~2021 and 2022, in connection with the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) payroll support program (~~Unaudited~~“PSP”) and extensions, the Company issued to the U.S. Treasury warrants (the “U.S. Treasury Warrants”) to purchase shares of the Company’s common stock under the Payroll Support Programs and Secured Loans (“PSP Loan”). As of December 31, 2025, the Company had 691,701 warrants issued and outstanding which were settled for $5.3 million during the three months ended March 31, 2026. Therefore, as of March 31, 2026, the Company has no remaining warrants outstanding.

	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(51,898	)	$	(33,165	)
Adjustments to reconcile net loss to net cash flows (used in) provided by operating activities:
Depreciation and amortization		11,594			26,748
Stock compensation expense		699			903
Unrealized loss on investments, net		11			8,595
Realized gain on investments		—			(8,032	)
Deferred income taxes		(3,255	)		(670	)
Write off of warrant liability		(25,125	)		—
Amortization of deferred credits		(3,141	)		(914	)
Amortization of debt discount and issuance costs and accretion of interest into long-term debt		3,354			6,043
Asset impairment		53,447			33,325
Loss on sale of assets		7,706			—
(Gain) on debt forgiveness		—			(10,500	)
Other		2,924			3,642
Changes in assets and liabilities:
Receivables		(16,564	)		255
Expendable parts and supplies		(5,440	)		(1,749	)
Prepaid expenses and other operating assets and liabilities		721			1,522
Accounts payable		(3,452	)		17,645
Deferred revenue		(3,328	)		(8,066	)
Deferred heavy maintenance		—			(1,637	)
Accrued expenses and other liabilities		(2,816	)		8,794
Operating lease right-of-use assets and liabilities		(49	)		(672	)
Net cash (used in) provided by operating activities		(34,612	)		42,067
Cash flows from investing activities:
Capital expenditures		(5,023	)		(13,429	)
Proceeds from sale of aircraft and engines		100,539			104,845
Proceeds from sale of investments in equity securities		—			9,617
Investment transaction costs		—			(380	)
Refund of equipment and other deposits		(63	)		1,530
Net cash provided by investing activities		95,453			102,183
Cash flows from financing activities:
Proceeds from long-term debt		—			5,000
Principal payments on long-term debt and finance leases		(62,032	)		(148,810	)
Debt prepayment costs		—			(922	)
Proceeds from issuance of ESPP		—			48
Payment of tax withholding for RSUs		(13	)		(138	)
Net cash used in financing activities		(62,045	)		(144,822	)
Net change in cash, cash equivalents and restricted cash		(1,204	)		(572	)
Cash, cash equivalents and restricted cash at beginning of period		42,984			19,202
Cash, cash equivalents and restricted cash at end of period	$	41,780		$	18,630
Supplemental cash flow information
Cash paid for interest	$	8,506		$	24,544
Operating lease payments in operating cash flows	$	2,741		$	3,374
Supplemental non-cash operating activities
Right-of-use assets obtained in exchange for lease liabilities	$	2,936		$	80
Supplemental non-cash financing activities
Principal payments in exchange for transfer of aircraft	$	73,362		$	—
Principal payments in exchange for transfer of equity investment	$	—		$	12,610
Principal forgiven	$	—		$	10,500

Net income per common share—Basic and diluted net income per common share were as follows:

See accompanying notes to these condensed consolidated financial statements.


	Three Months Ended
(in millions, except share and per share data)	March 31, 2026		March 31, 2025
Numerator:
Net income	$	26.9	$	27.1

Denominator:
Weighted-average common shares outstanding - basic	45,652,671		39,096,437
Dilutive effects of unvested shares	304,946		696,398
Dilutive effects of U.S. Treasury Warrants	96,829		—
Adjusted weighted-average common shares outstanding - diluted	46,054,446		39,792,835

Net income per common share:
Basic	$	0.59	$	0.69
Diluted	$	0.58	$	0.68

Basic net income per common share is computed by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. The number of incremental shares from the assumed issuance of shares relating to unvested shares and the exercise of warrants (excluding warrants with a nominal conversion price) is calculated by applying the treasury stock method. A total of 821,398 potentially dilutive shares have been excluded from the calculation of diluted net income per common share for each period presented, as the related performance conditions have not been met.

Segment information—The Company is organized and operates as one operating and reportable segment: regional airline services. Substantially all of the Company’s revenues are derived from customers within the United States.

This determination is based on the management approach which designates internal information regularly available to the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of determination of the Company’s reportable segments. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.

~~MESA~~Table ~~AIR~~of ~~GROUP, INC.~~ Contents

~~Notes~~The accounting policies of the one reportable segment are the same as those described in the summary of significant accounting policies. The CODM uses income before income taxes, as reported in our condensed consolidated statements of operations, to ~~Condensed~~measure ~~Consolidated~~segment ~~Financial~~profit ~~Statements~~or loss, assess performance, and make strategic capital resources allocations. The measure of segment assets is reported on our condensed consolidated balance sheets as total assets. The significant expense categories regularly provided to the CODM are the expenses as presented on the condensed consolidated statements of operations.

Recent accounting pronouncements— In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (~~Unaudited~~Subtopic 220-40), to provide investors with more granular detail on cost of sales, and selling, general, and administrative expenses. ASU 2024-03 is effective for public entities for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures.

~~Organization~~In September 2025, the FASB issued ASU 2025-06—Intangibles—Goodwill and ~~Operations~~Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to improve the guidance related to the capitalization of software development costs. ASU 2025-06 is effective for public entities for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures.

~~About~~In ~~Mesa~~December ~~Air~~2025, ~~Group~~the FASB issued ASU 2025-11—Interim Reporting (Topic 270): Narrow Scope Improvements, ~~Inc~~which clarifies the current requirements under Topic 270. The ASU provides a comprehensive list of required interim disclosures and requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for public entities for interim periods in fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact the standard will have to the condensed consolidated financial statements and related disclosures.

~~Headquartered in Phoenix, Arizona, Mesa Air Group, Inc~~3. MERGER ~~("Mesa,"~~WITH ~~"Mesa~~MESA ~~Airlines,"~~AIR ~~the "Company~~GROUP," ~~"we," "our," or "us") is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 76 cities in 32 states and Mexico~~INC. As of September 30, 2025, Mesa operated a fleet of 60 Embraer 175 ("E-175") regional aircraft with approximately 234 daily departures. The aircraft in Mesa’s fleet were operated under the Company’s Amended and Restated Capacity Purchase Agreement ("CPA"), as United Express, pursuant to the terms of the CPA entered into with United. Except as set forth in the following sentence, all of the Company’s consolidated contract revenues for the three and nine months ended September 30, 2025 and September 30, 2024 were derived from operations associated with the CPA, leases of aircraft to a third party, and Mesa Pilot Development ("MPD"). Revenues during the nine months ended September 30, 2024 also included revenues derived from our Flight Services Agreement ("FSA") with DHL Network Operations (USA), inc. ("DHL"), which terminated in March 2024. Additionally, our leases of aircraft to a third party terminated upon the sale of such aircraft to United during the nine months ended September 30, 2025.

~~The~~On ~~CPA~~November 25, ~~involves~~2025, aLegacy ~~revenue-guarantee~~Republic ~~arrangement~~completed ~~whereby~~the ~~United~~Merger ~~pays~~with ~~fixed-fees~~Mesa ~~for~~Parent ~~each~~with ~~aircraft~~the ~~under~~Mesa ~~contract,~~Parent ~~departure,~~legal ~~flight~~entity ~~hour~~continuing ~~(measured~~as ~~from~~the ~~takeoff~~surviving tocorporation. ~~landing~~Upon closing of the Merger, ~~excluding~~Mesa ~~taxi~~Parent ~~time)~~was orrenamed ~~block~~Republic ~~hour~~Airways ~~(measured~~Holdings ~~from~~Inc. ~~takeoff~~The tobusiness ~~landing,~~conducted ~~including~~by ~~taxi~~the ~~time),~~surviving ~~and~~corporation ~~reimbursement~~following completion of ~~certain~~the ~~direct~~Merger ~~operating~~is ~~expenses~~primarily inthe ~~exchange~~business ~~for~~conducted ~~providing~~by ~~flight~~Legacy ~~services.~~Republic, ~~United~~and ~~also~~beginning ~~pays~~on ~~certain~~November 25, ~~expenses~~2025, ~~directly~~includes tothe ~~suppliers~~financial position, ~~such~~results asof ~~fuel~~operations, ~~ground~~and ~~operations~~cash flows of pre-Merger Mesa Parent and ~~landing~~subsidiaries, ~~fees.~~and ~~Under~~is ~~the~~referred ~~terms~~to ofon a post-Merger basis as the ~~CPA,~~“Company.” ~~United~~The ~~controls~~Company ~~route~~is ~~selection,~~led ~~pricing,~~by ~~and~~executive ~~seat~~leadership ~~inventories,~~of ~~reducing~~Legacy ~~our~~Republic. ~~exposure~~Legacy Republic designated six of seven directors to ~~fluctuations~~the inBoard ~~passenger~~of ~~traffic,~~Directors ~~fare~~of ~~levels~~the Company, ~~and~~while ~~fuel~~Mesa ~~prices~~Parent designated one of seven directors.

Legacy Republic and Mesa Parent pursued the Merger ~~Agreement~~in order to enhance the scale of the combined company, both financially and operationally, to create a larger single fleet type and to provide for greater access to capital markets. In addition, the Company pursued the Merger in order to obtain extended termination dates under a new 10-year CPA with United Airlines.

OnIn ~~April~~connection 4,with ~~2025,~~ the ~~Company~~Merger ~~entered~~and ~~into~~immediately anprior ~~Agreement,~~to ~~Plan~~the ofeffective ~~Conversion~~time ~~and Plan~~ of the Merger (the ~~"Merger~~“Effective ~~Agreement"~~Time”), ~~with~~Mesa ~~Republic~~Parent ~~Airways~~converted ~~Holdings,~~from ~~Inc.,~~a Nevada corporation to a Delaware corporation pursuant to a plan of conversion (~~"Republic"~~the “Conversion”). ~~Subject~~At to the ~~terms~~Effective ~~and~~Time, ~~conditions~~each share of Legacy Republic common stock, par value $0.001 per share, (excluding (i) shares to be cancelled pursuant to the Merger Agreement, ~~Republic~~and ~~will~~(ii) ~~merge~~any dissenting shares for which appraisal rights were properly demanded in accordance with ~~and~~Delaware law) was converted into the ~~Company~~right to receive 38.9933 (the ~~"Merger"~~“Exchange Ratio”) validly issued, ~~with~~fully ~~the~~paid, ~~Company~~and ~~continuing~~non-assessable asshares ~~the~~of ~~surviving~~Mesa ~~corporation~~Parent ~~following~~common ~~the~~stock, ~~Merger.~~par Invalue ~~connection~~$0.001, with ~~the~~cash ~~Merger,~~paid ~~immediately~~in lieu of any fractional shares. Immediately prior to the ~~effective~~Effective ~~time~~Time, each outstanding restricted stock unit (“RSU”) in respect of shares of Legacy Republic common stock that vested immediately upon closing of the Merger (was cancelled, entitling the ~~"Effective~~holder ~~Time"),~~to shares of Legacy Republic common stock which were converted into the ~~Company~~right ~~will~~to ~~convert~~receive ~~from~~38.9933 avalidly ~~Nevada~~issued, ~~corporation~~fully paid, and non-assessable shares of common stock and cash payable in lieu of fractional shares, without interest and subject to aany ~~Delaware~~applicable ~~corporation~~withholding ~~pursuant~~tax. Additionally, each outstanding unvested Republic RSU was automatically assumed and converted into the right to receive a ~~Plan~~restricted ofshare ~~Conversion~~award ~~(the~~in ~~"Conversion).~~respect of

Effect on Capital Stock

At the Effective Time, each share of common stock (“Republic Common Stock”), par value $0.001 per share, of Republic issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares (as defined in the Merger Agreement) and dissenting shares held by stockholders who (i) have not voted in favor of the Merger or consented to it in writing and (ii) have properly demanded appraisal of such shares of Republic Common Stock in accordance with, and have complied in all respects with, the provisions of Section 262 of the Delaware General Corporation Law), shall thereupon be converted into the right to receive 584.90 validly issued, fully paid and non-assessable shares of common stock (“Mesa Common Stock”), no par value per share, of Mesa (the “Merger Consideration”).

Treatment of Equity Awards

Immediately prior to the Effective Time, (i) any vesting conditions applicable to each Parent RSU (as defined in the Merger Agreement) shall, automatically and without any required action on the part of the holder thereof, accelerate in full, and (ii) each Parent RSU shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Parent RSU to receive the number of shares of Mesa Common Stock subject to such Parent RSU immediately prior to the Effective Time.

Immediately prior to the Effective Time, (i) each outstanding Republic RSU (as defined in the Merger Agreement) that has vested in accordance with its terms (including each outstanding Republic RSU that will become vested upon the closing of the Merger) (a “Vested Republic RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Vested Republic RSU to receive a number of whole shares of Mesa Common Stock (rounded up to the next whole share of Mesa Common Stock), which shares of Republic Common Stock shall be converted into Mesa Common Stock, and (ii) each outstanding Republic RSU that is not a Vested Republic RSU (an “Unvested Republic RSU”) shall, automatically and without any required action on the part of the holder thereof, be assumed by Mesa and converted into the right to receive an award of restricted shares of Mesa Common Stock pursuant

toTable ~~the Parent Equity Award Plan (as defined in the Merger Agreement) (each, a “Parent Restricted Stock Award”) in an amount equal to the number~~ of whole shares of Mesa Common Stock (rounded up to the next whole share of Mesa Common Stock) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of shares of Republic Common Stock subject to such Unvested Republic RSU immediately prior to the Effective Time. Each Republic RSU Award assumed and converted into a Mesa Restricted Stock Award shall continue to have, and shall be subject to, the same terms and conditions (including with respect to vesting) as applied to the corresponding Republic RSU Award as of immediately prior to the Effective Time.Contents

~~Conditions~~common stock after giving effect to the Exchange Ratio and subject to the same vesting terms. The Exchange Ratio gave effect to an unadjusted post-Merger capitalization of an 88.0% allocation to Legacy Republic pre-Merger shareholders, a 6.0% allocation to Mesa pre-Merger shareholders, and a 6.0% allocation (the Escrow Shares discussed below) available for repayment of certain Mesa liabilities described below for the settlement of final working capital amounts and unsettled obligations of Mesa.

~~Each of Mesa’s and Republic's obligation to consummate the Merger is subject to a number of conditions~~Further, ~~including,~~Legacy among others, the following, as further described in the Merger Agreement: (i) approval of the transactions contemplated under the Merger Agreement by (a) the holders of at least two-thirds of the outstanding shares of Republic ~~Common Stock entitled to vote thereon~~ and ~~(b) the holders of a majority of the outstanding shares of~~ Mesa ~~Common~~Parent ~~Stock,~~concurrently ~~(ii)~~entered ~~expiration~~into ofa ~~the~~Three ~~waiting~~Party ~~period~~Agreement ~~(or~~jointly ~~extension~~with ~~thereof)~~United ~~under~~Airlines ~~the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) effectiveness of the registration statement relating~~ to ~~the~~give ~~transaction,~~effect ~~(iv) the shares of Mesa Common Stock~~ to beactions ~~issued~~which infacilitated ~~the~~an ~~Merger~~orderly ~~being~~wind ~~approved~~down ~~for~~and ~~listing~~disposition ~~on NASDAQ, (v) no governmental entity shall have enacted, issued, promulgated, enforced or entered any law or order that has the effect~~ of ~~making~~certain ~~illegal~~assets, ~~enjoining,~~extinguishment ~~or otherwise restraining or prohibiting the consummation~~ of ~~the~~certain ~~transactions contemplated under the Merger Agreement~~liabilities, ~~(vi) the receipt of requisite approvals from specified aviation authorities, (vii) the representations~~ and ~~warranties~~conditions ofnot ~~the other party being true and correct,~~ subject to the ~~materiality~~business ~~standards~~combination ~~contained~~and inexchange ~~the Merger Agreement, (viii) material compliance by the other party with its covenants, (ix) no material adverse effect having occurred with respect to the other party since the signing~~ of ~~the~~merger ~~Merger~~consideration. ~~Agreement,~~The ~~(x) the satisfaction of certain specified conditions of the~~ Three Party Agreement ~~(as~~provided ~~defined below)~~for, ~~(xi)~~among ~~United~~other ~~shall~~things, ~~not~~completion ~~have materially breached the terms~~ of the ~~CPA~~following ~~Side~~actions ~~Letter~~at ~~(as~~and ~~defined~~prior ~~in the Merger Agreement) or provided Mesa or Republic with written notice of its intention not~~ to ~~perform or comply with any of~~ the ~~terms~~closing ~~or conditions under the Go-Forward CPA (as defined in the Merger Agreement), and (xiii) the filing by Mesa~~ of ~~its Form 10-K for~~ the ~~period ended September 30, 2024 and Form 10-Q for the period ended December 31, 2024. The conditions set forth in subsection (xiii) have been satisfied.~~Merger:

~~Representations~~(i)Termination of the United CPAs among Mesa and ~~Warranties;~~United ~~Covenants~~Airlines;

~~The~~(ii)Disposition ~~Merger Agreement contains customary representations, warranties and covenants~~ by ~~Mesa~~sale ~~and Republic. The Merger Agreement also contains customary pre-closing covenants, including the obligation~~ of Mesa and Republic to conduct their respective businesses in the ordinary course consistent with past practice and to refrain from taking specified actions without the consent of the other party. Each of Mesa and Republic has agreed not to solicit any offer or proposal for specified alternative transactions, or, subject to certain ~~exceptions~~Canadair ~~relating~~Regional toJet ~~the receipt of unsolicited offers that may be deemed to be~~ (“~~superior proposals~~CRJ”) ~~(as~~aircraft, ~~defined~~CRJ inspare ~~the Merger Agreement)~~engines, ~~to participate in discussions or engage in negotiations regarding such~~ an ~~offer~~Embraer orRegional ~~proposal~~Jet ~~with,~~(“ERJ”) orspare ~~furnish any nonpublic information regarding such an offer or proposal to~~engine, ~~any~~and ~~person~~Boeing ~~that~~B-737 ~~has~~spare ~~made such an offer or proposal.~~inventories;

~~Termination~~(iii)Repayment of substantially all trade debts, long-term debts, and ~~Termination~~remaining ~~Fee~~liabilities of Mesa Parent and subsidiaries (“Mesa Net Debt”), utilizing the cash on hand of $19.6 million and cash proceeds from asset sales set forth in item (ii) above of $8.4 million. Upon depletion of Mesa Parent cash applied for the full and final satisfaction of trade debts, long-term debts, and remaining liabilities, United Airlines provided a one-time cash payment of $23.6 million for funding at Merger closing sufficient to discharge any obligations of Mesa Parent which remained outstanding at Merger close. As of November 25, 2025, all long-term debt encumbrances of Mesa Parent prior to Merger closing were discharged through repayment of amounts due or forgiveness by the counterparty;

~~The Merger Agreement contains certain customary termination rights, including, among others,~~ (iiv)Transfer ~~the right~~ of ~~either~~all Mesa orrights ~~Republic~~and toobligations ~~terminate~~related ~~the Merger Agreement if Mesa or Republic’s stockholders fail~~ to ~~approve the Merger, (ii) the right of either Mesa or Republic to terminate the Merger Agreement if (a) the board of directors of the other party changes~~ its ~~recommendation~~warrant toand ~~approve~~aircraft ~~the~~purchase ~~transactions~~agreements orwith ~~(b)~~Archer ~~the~~Aviation ~~other~~Inc. ~~party~~related ~~materially breaches any of its representations, warranties or covenants contained in the Merger Agreement in a manner that causes certain conditions~~ to ~~closing~~investments ~~to not be satisfied~~in, ~~(iii)~~development ~~the right~~ of ~~either Mesa or Republic to terminate the Merger Agreement if~~, ~~prior to the receipt of such party’s stockholder approval, such party accepts a superior proposal~~ and ~~such~~commitment ~~party enters into a definitive agreement~~ for ~~such~~forward ~~superior~~purchase ~~proposal and pays the termination fee to the other party, (iv) the right~~ of ~~either~~eVTOL ~~Mesa~~aircraft ~~or Republic~~ to ~~terminate the Merger Agreement if the Merger has not occurred by January 5, 2026, and~~ a ~~further~~third extension until April 6, 2026, in certain circumstances (the “Outside Date”), and (v) the right of Republic to terminate the Merger Agreement if there is a breach of the Three Party Agreement or the CPA Side Letter in a manner that causes certain conditions to closing to not be satisfied. If the Merger Agreement is terminated pursuant to certain termination rights, the terminating party; ~~will be required to pay a termination fee of $1.5 million to the non-terminating party.~~

~~Description~~(v)Extension of certain CPA terms between Mesa and United Airlines, including enhanced/increased rates retrospectively from January 2025 through termination of the CPAs concurrent with Merger ~~Agreement~~closing, ~~Not~~which ~~Complete~~enhanced the ability of Mesa to discharge those debts set forth in item (iii);

~~The~~(vi)Issuance ~~Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms~~ of ~~the Merger Agreement. They are not intended to provide any other factual information about Mesa or Republic. The representations~~2, ~~warranties~~853,454 ~~covenants~~shares ~~and other agreements contained in the Merger Agreement were made only for purposes~~ of ~~that~~common ~~agreement~~stock, ~~and~~par asvalue of$0.001, ~~specific~~equivalent ~~dates;~~to ~~were~~approximately ~~solely~~6.0% ~~for the benefit~~ of the ~~parties~~issued ~~to the Merger Agreement;~~ and ~~may~~outstanding beshares ~~subject to limitations agreed upon by the parties, including being qualified and modified by confidential disclosures made by each contracting party to the other for the purposes~~ of ~~allocating contractual risk between them. Investors should be aware that~~ the ~~representations,~~Company’s ~~warranties,~~post-Merger ~~covenants~~common ~~and~~stock ~~other agreements or any description thereof may not reflect~~ (the ~~actual~~“Escrow ~~state of facts or condition of Mesa or Republic~~Shares”). ~~Moreover, information~~

Escrow Shares were settled on February 9, 2026 following completion of a 60-day review and resolution period, which shares (a) first became allocable to United Airlines in exchange for the forgiveness and repayment of certain debts and obligations of Mesa; (b) second, to the extent any of the remainder became available to the Company to repay certain liabilities which were not known at Merger closing, and (c) third, to the extent of any remainder, became available on a pro rata basis to shareholders of Mesa immediately prior to consummation of the Merger and Merger-related agreements. During 2026, Escrow Shares of 2,744,348 were allocated to United Airlines in exchange for settlement and satisfaction of adjusted Mesa Net Debt of $51.7 million, and the residual 109,106 Escrow Shares were allocated to the Company, in satisfaction of the preceding item (b) and retired as authorized by unissued shares. No Escrow Shares were available for allocation to pre-Merger Mesa Parent shareholders.

~~concerning~~Table ~~the subject matter~~ of the representations, warranties, covenants and other agreements may change after the date of the Merger Agreement. Further, investors should read the Merger Agreement not in isolation, but only in conjunction with the other information that Mesa includes in reports, statements and other filings it makes with the Securities and Exchange Commission (the “SEC”).Contents

~~Three~~The ~~Party~~Company ~~Agreement~~recorded an equity participation right of $2.3 million as of November 25, 2025 for the value of shares reallocated to the Company in final settlement of the Escrow Shares in the condensed consolidated balance sheets and was included as a component of Merger consideration exchanged. Such amount was recorded as a reduction to additional paid-in-capital in the condensed consolidated balance sheets. The amount was subsequently discharged on February 9, 2026 with resolution and final settlement of the Escrow Shares. The effect of final allocation of the Escrow Shares results in an 88.1% interest in the Company held by pre-Merger Legacy Republic shareholders, a 6.0% interest in the Company held by pre-Merger Mesa Parent shareholders; and a 5.9% interest held by United Airlines, paid in full and final satisfaction of outstanding liabilities of Mesa Parent at Merger closing. The issuance of common stock to effectuate the Merger was as follows as of November 25, 2025:

Concurrently with the execution and delivery of the Merger Agreement, Mesa, Republic and United, among other parties, entered into that certain Three Party Agreement (the “Three Party Agreement”), pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities and effectuate certain related transactions; (ii) United will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i); and (iii) Mesa at the closing of the Merger will conduct a primary issuance of shares of Mesa Common Stock equal to six percent of the issued and outstanding shares of Mesa Common Stock after giving effect to the issuance of Mesa Common Stock in the Merger (the “Primary Issuance”), which Primary Issuance will (a) first become available to United to the extent of certain financial contributions made by United to Mesa at or prior to the effective time of the Merger, (b) second, to the extent of any remainder, become available to the surviving corporation to satisfy certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to the persons who, as of immediately prior to the Effective Time, held shares of Mesa Common Stock.


Mesa common stock outstanding as of November 25, 2025 (1)						2,792,531
Issuance of Mesa Parent RSUs at vesting concurrent with closing of Merger						61,011
Total Mesa common stock						2,853,542
Republic common stock outstanding as of November 25, 2025						1,004,108
Shares of Republic RSUs issued and vested upon closing of Merger						21,156
Total Republic common stock						1,025,264
Exchange Ratio						38.9933
Resulting shares of Mesa common stock issued for Republic shares outstanding (2)						39,978,395
Issuance of Republic restricted stock units						1,264,210
Shares of common stock of Mesa before the application of the Three Party Agreement						44,096,147
Mesa common stock issued in accordance with the Three Party Agreement (6.0% of the total Mesa shares of common stock at closing of the Merger)						2,853,454
Total outstanding shares of common stock and restricted stock units as of November 25, 2025						46,949,601

(1)The ~~foregoing~~amounts ~~description~~presented ofherein ~~the~~reflect ~~Merger Agreement and~~ the ~~Three~~impact ~~Party Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text~~ of the ~~Merger~~Reverse ~~Agreement~~Stock ~~and the Three Party Agreement, which are attached as Exhibit 2~~Split.~~1 and 10.1, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2025.~~

~~Liquidity~~(2)Fractional ~~and~~shares ~~Going~~were ~~Concern~~settled in cash.

~~During~~On ~~the nine months ended~~ September 3024, 2025 ~~and fiscal year ended December 31~~, ~~2024,~~Mesa ~~costs~~Parent ~~associated~~effected ~~with~~a ~~the~~change ~~transition~~in ofits ~~our~~fiscal ~~operations~~year ~~with~~historically ~~American~~ending toon ~~United,~~September ~~ongoing~~30 ~~carrying costs related~~ to ~~the~~align ~~parked~~with ~~CRJ-900 fleet that has been sold but not closed, selling costs related to~~ the ~~CRJ-900~~fiscal ~~airframes~~year and GE CF34-8B/C engines, and increasing interest rates adversely impacted our financial results, cash flows, financial position, and other key financial ratios. Additionally, United had asked us to accelerate the removal of ~~CRJ-900 aircraft and transition~~ the ~~pilots~~Company toending ~~our~~on ~~E-175~~December ~~fleet~~31, ~~leading~~which tobecame ~~increased~~effective ~~costs~~on ~~and~~January ~~impacting~~1, ~~our block hour capabilities while these pilots are in training~~2025.

AsPrior ato ~~result~~the Merger, ~~these~~effective ~~challenges~~at ~~resulted~~6:00 inp.m. aEastern ~~negative~~Time ~~impact~~ on ~~the~~November ~~Company’s~~24, ~~financial results highlighted by net loss of $51.9 million~~2025, ~~primarily~~Mesa ~~due~~Parent toeffected anthe ~~impairment~~Reverse ~~expense~~Stock ~~of $53~~Split.4 ~~million~~The ~~related~~condensed toconsolidated ~~held-for-sale assets, contributing to the ongoing~~ financial ~~distress.~~statements ~~These conditions~~ and ~~events~~notes ~~raised~~thereto ~~substantial~~include ~~doubt regarding our ability to continue as a going concern and to fund our operations and meet our debt obligations over~~ the ~~next~~effect ~~twelve~~of ~~months after~~ the ~~filing~~15-for-1 ofreverse ~~this~~stock ~~Form 10-Q~~split.

AsFurther, ofon ~~September 30~~November 25, 2025, ~~Mesa~~the ~~has~~Company $entered into a new 10.7-year ~~million~~CPA ofwith ~~borrowing~~United ~~capacity~~Airlines ~~under~~and Mesa, now a wholly-owned subsidiary of the ~~United~~Company, ~~Revolving~~to ~~Credit~~operate ~~Facility~~60 ~~based~~E175 onaircraft ~~spare~~owned ~~parts~~by ~~valuation~~United Airlines and operated by Mesa. AsUpon effectiveness of ~~December~~the ~~31,~~new ~~2024~~CPA, the Company ~~has~~received $6849.0 million ofas ~~principal~~a ~~maturity~~non-refundable ~~payments~~up onfront ~~long~~fee funded by United Airlines to compensate for Merger-~~term~~related ~~debt~~expenses, ~~due~~and ~~within~~is ~~the~~recognized ~~next~~ratably ~~twelve~~on ~~months~~a ~~including~~straight-line ~~$62.2~~basis ~~million~~to ~~under~~revenues ~~our~~over ~~UST~~the ~~Loan~~10-year ~~which~~term isof ~~due~~the related CPA and was recorded to accounts payable onand ~~October~~accrued ~~30,~~and ~~2025,~~other expenses—related parties and ~~extendable~~other non-current liabilities—related parties in the condensed consolidated balance sheets. The CPA in effect immediately prior to ~~November~~consummation 28of the Merger between Mesa Parent, ~~2025~~Mesa, and United Airlines was terminated.

~~Mesa~~The Merger was accounted for as a reverse acquisition under provisions of FASB ASC 805, Business Combinations, using the acquisition method of accounting. Legacy Republic was designated the accounting acquirer and legal acquiree for financial reporting purposes on the basis that, immediately following consummation of the Merger, (i) shareholders of Legacy Republic hold a substantial majority of the voting interest in the Company, (ii) Legacy Republic designated six of seven director positions on the Company’s ~~merger~~Board, ~~with~~and (iii) senior management of Legacy Republic retained all named executive officer positions within the Company following the Merger. The accounting for the Merger as a reverse acquisition resulted in the issuance and relinquishment of 11.9% of the pre-Merger voting interest in Legacy Republic as consideration in exchange for certain net assets of Mesa, which was measured at the acquisition date fair value of the consideration exchanged.

On April 4, 2025, Republic and Mesa entered into the Merger Agreement pursuant to the Merger. Upon closing of the Merger, the Surviving Corporation, to be renamed Republic Airways Holdings Inc., will be led by the executive leadership of Republic. Republic will designate six of seven non-employee directors to the Surviving Corporation Board, while Mesa will designate one of seven non-employee directors.

Upon effectiveness of the Merger, stockholders of Republic will hold an approximate 88% interest in the Surviving Corporation, and stockholders of Mesa will hold an approximate 6% interest in the Surviving Corporation with the ability to acquire additional equity interests up to 6% of the Surviving Corporation, totaling up to approximately 12% in the aggregate, contingent upon Mesa’s satisfaction of certain pre-closing criteria.

~~the~~Table ~~foregoing~~of clause (i); (iii) Mesa, following the Closing (and in all events immediately following the Effective Time), will conduct the Escrow Issuance; and (iv) United Airlines will reimburse the Surviving Corporation for certain specified costs and expenses.Contents

AsMerger part of the merger closing process, the TPA among Mesa, Republic, and United outlines a structured approach to resolving Mesa’s outstanding financial obligations. Specifically, Mesa will terminate its existing capacity purchase agreement with United Airlines and dispose of certain aircraft and spare inventory assets. The proceeds from these sales, along with Mesa’s available cash, will be applied toward the repayment of substantially all trade debts, long-term liabilities, and other outstanding obligations. If any residual liabilities remain after Mesa’s resources are exhausted, United Airlines will either forgive the remaining amounts or provide a one-time cash payment at closing sufficient to fully discharge them. consideration

~~Note~~Total ~~that~~Merger aconsideration ~~Form~~exchanged ~~S-4 Proxy Statement/Prospectus ("Form S-4")~~ was ~~filed by Mesa with the SEC for the proposed Merger~~$120.2 million, ~~and~~consisting ~~Mesa~~primarily ~~received the Notice~~ of ~~Effectiveness~~common ofstock, ~~the~~par ~~Form~~value ~~S-4~~$0.001 ~~on September 30, 2025~~exchanged. OnUnder ~~September~~the ~~29,~~reverse ~~2025,~~acquisition ~~Mesa~~method ~~filed~~of aaccounting ~~Form~~for ~~8-K~~the ~~(Item~~Merger ~~5.03) approving a change~~ in ~~the~~accordance ~~Company’s~~with ~~fiscal~~ASC ~~year-end~~805, ~~moving~~Business ~~from~~Combinations, ~~September~~the 30fair tovalue ~~December 31~~ of ~~each~~purchase ~~year,~~price ~~effective~~consideration ~~for~~is the ~~fiscal~~fair ~~year~~value ~~beginning~~of onhypothetical ~~January~~stock 1,issued ~~2025,~~to ~~and~~Mesa ~~ending~~Parent onpre-Merger ~~December~~shareholders ~~31,~~as ~~2025.~~an ~~The~~estimate ~~change~~of in the ~~fiscal~~relinquished ~~year-end~~value ~~was~~of ~~approved~~equity by the ~~Board~~accounting ofacquirer. ~~Directors~~Merger ofconsideration ~~Mesa~~as onof ~~September 24~~November 25, 2025. was as follows:

Mesa’s Special Meeting and shareholder vote to approve the merger occurred on November 17, 2025, and the Merger is expected to close on November 25, 2025. All closing conditions are listed below and are all satisfied as of November 20, 2025:


Merger consideration (in millions, except share and per share amounts)
Total shares outstanding	46,949,601
Price per share at fair value (1)	$	21.00
Implied enterprise value	$	985.9
Republic equity relinquished (2)	11.9		%
Equity Merger consideration at fair value	117.5
Other consideration at fair value	2.7
Total Merger consideration	120.2

~~Republic~~(1)Closing ~~and~~stock ~~Stockholder~~price ~~Approvals:~~of Mesa ~~held~~Parent acommon ~~special~~stock ~~meeting~~at close of ~~its~~business ~~stockholders~~immediately onprior ~~November~~to ~~17,~~Merger ~~2025~~closing, ~~during~~November ~~which~~24, ~~the Merger was approved~~2025. ~~Republic’s stockholder approval was already obtained earlier.~~

~~Regulatory~~(2)Includes ~~Approvals~~settlement ~~and~~of ~~HSR~~Escrow ~~Act~~Shares ~~Compliance:~~allocable ~~All~~to ~~regulatory~~the ~~approvals~~Company ~~have~~accounted ~~been~~for ~~received.~~as ~~The~~an ~~HSR~~equity ~~waiting~~participation ~~period~~right ~~expired~~in onthe ~~June~~condensed ~~16,~~consolidated ~~2025.~~balance ~~All~~sheet ~~necessary~~at ~~approvals from DOT, FAA, FCC, TSA, and foreign CAA have been received. Additionally, notification to AFAC and~~ the ~~necessary~~closing ~~approvals regarding transfer~~ of ~~control~~the ~~have been obtained~~Merger.

~~Effectiveness~~Fair values of ~~SEC~~assets ~~Registration~~acquired ~~Statement:~~and ~~The~~liabilities ~~registration statement has been declared effective by the SEC on September 30, 2025. No stop order has been issued.~~assumed

~~Nasdaq~~The ~~Listing~~acquisition ~~Approval:~~method ~~Nasdaq~~of ~~has~~accounting ~~approved~~to comply with ASC 805, Business Combinations, requires, among other things, that assets acquired and liabilities assumed are recognized on the ~~shares~~condensed ofconsolidated ~~Mesa~~balance ~~common~~sheet ~~stock~~at tofair bevalue ~~issued~~as inof the ~~Merger~~acquisition date, with certain exceptions. The fair values of assets acquired and liabilities assumed were determined using market comparisons for like assets of similar vintage and condition.

~~Absence~~We have completed valuation analyses necessary to assess the fair values of ~~Legal~~the ~~Prohibition:~~assets Noacquired ~~such~~and ~~legal~~liabilities orassumed ~~regulatory~~and ~~prohibition~~the ~~exists~~amount of goodwill to be recognized as of the acquisition date. ~~Condition~~These ~~satisfied~~fair values were based on management’s estimates and assumptions; however, the determination of fair values of assets acquired and liabilities assumed is preliminary and is subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Due to (i) the timing of Merger-closing, (ii) the complexity of income tax estimates, and (iii) an ongoing Internal Revenue Service audit, management of the Company continues to evaluate its estimates and assumptions utilized to calculate fair values of inventories, property and equipment, goodwill, income taxes, accounts payable, and accrued and other liabilities as new information is obtained. Preliminary amounts reflected in the fair values of assets acquired and liabilities assumed will be adjusted to reflect new information obtained, as necessary, up to one year following Merger closing with corresponding adjustments to goodwill.

Accuracy of Representations and Warranties: Each party has delivered an officer certificate confirming the accuracy of its representations and warranties. Condition satisfied.

Compliance with Covenants: Compliance has been confirmed by both parties.

Absence of Material Adverse Effect: No material adverse effect has occurred. Condition satisfied.

Certificates: Officer certificates have been delivered. Condition satisfied.

Ownership Limitation Post-Merger: Post-merger, no entity will own 30% or more of the new company. Confirmed that no such ownership concentration will exist post-closing.

TPA Agreement Compliance: All required pre-Closing transactions have been completed. No breaches have been reported. Certification from United Airlines has been received.

CPA Side Letter Compliance: No breach or notice of non-performance has been received.

Filing of Financial Statement: Required filings have been made and are publicly available on EDGAR.

Disposition of Non-Core Assets: All CRJ-related assets have been sold, except three airframes, 11 engines and certain spare parts, which will be sold post-closing and credited to Mesa. All other non-E-175 assets have been disposed of. Condition substantially satisfied.

Asset sales

ofTable ~~the proceeds was used to pay off outstanding debt, and $73.4 million~~ of the proceeds was withheld by United for the assumption of debt. As a result of these sales, all 60 E-175 aircraft are owned by United and all heavy maintenance (C Check, L Gear, Engine) as well as all non-expendable part repairs are pass-through expenses reimbursed by United, eliminating the majority of Mesa’s maintenance cost exposure for these aircraft.Contents

~~Amendment~~The Company recorded a preliminary allocation of Merger consideration to ~~Loan~~assets acquired and ~~Guarantee~~liabilities ~~Agreement~~assumed based on their estimated fair values as of November 25, 2025. No additional adjustments have been made to the preliminary measurement of the purchase price allocation through March 31, 2026. The following table summarizes the preliminary purchase price allocation, including resulting goodwill:

On October 24, 2025, the Company entered into an Amendment (the "Amendment") to its Loan and Guarantee Agreement, dated as of October 30, 2020 (as theretofore amended, the "Loan Agreement"), among Mesa, Mesa Airlines, the Guarantors party thereto from time to time, Jefferies Capital Services, LLC (as successor in interest to the United States Department of the Treasury) (the "Lender" or "Jefferies"), and The Bank of New York Mellon as Administrative Agent and Collateral Agent (the "Agents") (collectively, the "Parties"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Loan Agreement.


(in millions)	Provisional Fair Value
Assets acquired:
Cash and cash equivalents	$	19.6
Inventories	19.5
Other current assets	14.5
Other current assets—related parties	25.7
Property and equipment	22.6
Deferred income taxes	19.0
Goodwill	120.4
Other non-current assets	8.9
Total assets acquired	250.2
Liabilities assumed:
Operating lease liability	6.6
Accounts payable	55.3
Accounts payable—related parties	0.7
Accrued expenses and other current liabilities	65.9
Accrued expenses and other current liabilities—related parties	0.5
Other non-current liabilities	1.0
Total liabilities assumed	130.0
Net assets acquired	$	120.2

~~Under~~The ~~the~~composition ~~terms~~ of ~~the~~goodwill ~~Amendment,~~is ~~Jefferies~~principally ~~agreed~~derived ~~to:~~from ~~(a) extend~~ the ~~Maturity~~assembled ~~Date~~workforce of ~~the Loan Agreement from October 30~~Mesa, ~~2025~~whereby tomanagement ~~November~~derives 28, 2025, subject to the Company’s further right to extend the Maturity Date by 30 days by providing notice to the Administrative Agent to no later than November 27, 2025; (b) reduce the interest rate under the Loan Agreement to zero percent (0%) for a ~~period~~benefit ~~of 90 days~~ from the ~~date~~aggregation of ~~the~~a ~~Amendment;~~highly-trained ~~(c)~~technical ~~waive~~workforce ~~the~~which ~~restrictions~~is onnot ~~Fundamental~~separable ~~Changes~~from ~~and~~goodwill. ~~Organizational~~No ~~Document~~other ~~amendments~~significant inintangible ~~connection~~assets ~~with~~are ~~the~~separately ~~Merger;~~identifiable ~~(d)~~from ~~waive~~goodwill. ~~the~~None ~~Collateral~~of ~~Coverage Ratio through~~ the ~~Maturity~~goodwill ~~Date,~~is ~~and~~expected ~~(e) subject~~ to ~~the~~be ~~payment~~deductible infor ~~full~~income oftax ~~the obligations under the Loan Agreement on the Maturity Date, reduce the principal amount of the Obligations under the Loan Agreement by $12~~purposes.3 ~~million (collectively, the "Amendments").~~

InAdditionally, ~~connection with~~ the ~~execution~~Company ofaccounted ~~the~~for ~~Amendment,~~executive ~~(i)~~compensation ~~Mesa~~for ~~Airlines~~severance ~~entered into a Security~~ and ~~Control~~consulting ~~Agreement~~fees ~~with~~payable ~~Jefferies pursuant~~ to ~~which~~ Mesa ~~Airlines~~Parent ~~deposited~~named ~~$31.9~~executive ~~million~~officers ~~into~~separately afrom ~~collateral~~the ~~account controlled by Jefferies and agreed to pledge an aircraft engine~~Merger, ~~each~~ as ~~collateral for~~ the ~~obligations~~negotiation ~~under the Loan Agreement,~~ and ~~(ii)~~determination ~~Mesa Airlines agreed to pay Jefferies a non-refundable advisory fee~~ of ~~$3.5~~such ~~million~~amounts, ~~payable~~in onpart, ~~the~~were ~~earlier~~influenced ofby ~~the~~parties ~~approval~~to of the ~~Merger~~Three ~~and~~Party ~~the Maturity Date~~Agreement.

As4. EXECUTIVE ofSEPARATION ~~the~~AND ~~issuance of this Form 10~~MERGER-Q,RELATED ~~the~~ITEMS Company has implemented certain strategic and financial plans, including the merger with Republic as outlined above. Based on management`s plan, which includes the increased financial position of the combined company, the Company has alleviated the substantial doubt regarding its ability to continue as a going concern and expects to be able to meet its cash obligations for next twelve months following the issuance of this Form 10-Q.

~~United~~The ~~Capacity~~Company ~~Purchase~~separately ~~Agreement~~classified executive separation and Merger-related items in the condensed consolidated statements of operations, as such amounts are not anticipated to be incurred each year on a recurring basis. Certain prior year balances have been reclassified to conform to current year presentation.

~~Under~~Merger-related ~~the~~items—The ~~United~~Company ~~CPA~~incurred certain expenses for legal, weaudit, ~~currently~~and ~~have~~advisory ~~the~~fees ~~ability~~supporting toMerger ~~fly~~due updiligence, toregistration 60of ~~aircraft~~securities ~~for~~and ~~United.~~Securities Asand ofExchange ~~September~~Commission 30(“SEC”) filings, ~~2025~~Merger planning, weand ~~operated~~integration 60costs ~~E-175~~during ~~aircraft~~the ~~under~~three ~~our~~months ~~Third~~ended ~~Amended~~March 31, ~~and~~2026. ~~Restated~~Integration ~~Capacity~~costs ~~Purchase~~include ~~Agreement~~the ~~with~~elimination ~~United~~of ~~dated~~duplicate ~~December~~overheads ~~27,~~and ~~2022~~abandonment of certain operating agreements, ~~which~~including ~~amended~~fleet-specific training and ~~restated~~facilities. Additionally, the ~~Second~~Company ~~Amended~~has ~~and~~incurred ~~Restated~~integration ~~Capacity~~costs ~~Purchase~~related ~~Agreement~~to ~~dated~~aircraft ~~November~~maintenance 4bridging, ~~2020~~and ~~(as~~standardization ~~amended,~~of ~~the~~crew ~~“United~~training ~~CPA”~~during or the ~~"Amended~~three ~~and~~months ~~Restated~~ended ~~United~~March 31, ~~CPA")~~2026. ~~Under~~All ~~the~~costs ~~United~~of ~~CPA,~~this ~~United~~nature ~~owns~~are ~~all~~presented ofin ~~the~~executive Eseparation and Merger-~~175~~related ~~aircraft~~items asin ofthe ~~September~~condensed ~~30,~~consolidated ~~2025~~statements of operations. ~~The~~Amounts ~~E-175~~incurred ~~aircraft~~during ~~owned~~the bythree ~~United~~months ~~and~~ended ~~leased~~March 31, to2025 uswere ~~have~~reclassified ~~terms~~to ~~expiring~~conform ~~between~~to ~~2026~~current ~~and~~year ~~2028~~presentation.

In exchange for providing flight services under our United CPA, we receive a fixed monthly minimum amount per aircraft under contract plus certain additional amounts based on exceeding established goals for certain operational metrics. United also reimburses us for certain costs on an actual basis, including property tax per aircraft and passenger liability insurance. Other expenses, including fuel and landing fees, are directly paid to suppliers by United.

United reimburses us on a pass-through basis for certain costs related to heavy airframe and engine maintenance, landing gear, auxiliary power units ("APUs") and component maintenance for the aircraft owned by United. Our United CPA permits United, subject to certain conditions, including the payment of certain costs tied to aircraft type, to terminate the agreement in its discretion, or remove aircraft from service, by giving us notice of 90 days or more. If United elects to

~~terminate~~Table ~~our CPA in its entirety or permanently remove select aircraft from service, we are permitted to return any~~ of ~~the affected aircraft leased from United at no cost to us.~~Contents

~~During~~Executive ~~the~~separation ~~nine~~and ~~months~~Merger-related ~~ended~~items ~~September~~incurred ~~30,~~during ~~2025,~~the wethree ~~amended~~months ~~our~~ended ~~United~~March ~~CPA~~31, ~~providing~~are ~~for~~as ~~the following~~follows:

The extension of the CPA rate increases agreed upon in the January 2024 United CPA Amendments through March 31, 2026.


	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025
Merger-related items	$	9.5	$	4.4
Total	$	9.5	$	4.4

~~The extension of incentives for achieving certain performance metrics through March 2026~~5. REVENUES

The ~~commitment~~Company ofaccounts afor ~~combined~~contracts ~~fleet~~with ofour 60Partner ~~CRJ-900~~Airlines under ASC 606, Revenue from Contracts with Customers, and ~~E-175~~ASC ~~aircraft~~842, ~~through~~Leases, ~~February~~as ~~2025~~applicable, when each party has committed to perform under the contract, each party’s rights and anpayment ~~entirely~~terms ~~E-175~~have ~~fleet~~been byestablished, ~~March~~when ~~2025~~the contract has commercial substance, and when collectability of amounts due under the contract is probable. Under CPAs with our Partner Airlines, the Company has committed to perform various flight services and maintenance activities classified as regional jet services. Within regional jet services, flight services represent a series of distinct activities accounted for as a single performance obligation satisfied over time as flights are completed. The Company recognizes certain maintenance activities as separate performance obligations, which are satisfied as the related distinct service is complete. Substantially all of the Company’s revenues are generated from regional jet services.

~~Reimbursement~~Revenues associated with regional jet services are generally derived from (i) a fixed fee per departure, flight hour, and/or block hour of uptime incurred and a fixed rate for available-to-schedule ~~$14~~aircraft, payable on a monthly basis; and (ii) a premium amount which is earned monthly and quarterly by maintaining minimum aircraft utilization levels and exemplary operating results.0 ~~million~~To ofthe ~~expenses~~extent ~~related~~that minimum targets are not achieved, the Company could be subject to financial penalties. These fixed-fee rates are contractually subject to periodic economic adjustment. The Company additionally receives reimbursement from our Partner Airlines for direct expenses incurred such as qualifying maintenance activities, property taxes, and miscellaneous operating expenses. Certain charges such as fuel, landing fees, and certain ownership costs are generally paid directly by the ~~transition~~Partner Airlines, although the charges were incurred by the Company in ongoing operations. The Company refers to anthese ~~entirely~~charges Eas “Partner direct charges.” Pass-~~175~~through ~~fleet~~charges are primarily recorded to revenues and the corresponding operating expense on a gross basis. Pass-through charges recorded on a net basis are not material.

~~Amendment~~Amounts ofrecognized ~~certain~~as ~~scheduled~~regional ~~exit~~jet ~~dates~~services revenues are measured at the contractual amount the Company expects it will be entitled to in exchange for the promised services. The Company allocates the transaction price as flights are completed with variable consideration that relates specifically to the Company’s efforts in delivering each flight recognized in the period in which the individual flight is completed and measured on a monthly basis. The Company records an estimate for incentive revenue based on our ~~E-175~~expected performance at the end of each period. These estimates are derived under accounting guidance related to variable consideration constraints and ~~CRJ-900~~based ~~Covered~~on ~~Aircraft~~amounts ~~(as~~expected ~~defined~~to be collected. The Company has concluded that allocating the variability directly to individual flights results in an overall allocation meeting the ~~United~~objectives ~~CPA)~~in ASC 606. This results in a pattern of revenue recognition that generally follows the variable amounts billed from the Company to Partner Airlines. As allowed with ASC 606, the Company has elected to apply practical expedients to expense significant financing components and the incremental costs of obtaining a contract as incurred.

InA ~~January~~portion ~~2024~~of the Company’s compensation under its CPAs is designed to reimburse the Company for certain aircraft ownership costs. The Company has concluded that a component of its revenue under the CPAs is deemed to be embedded lease revenue and as such, agreements identify the ~~Amended~~right-of-use of a specific type and ~~Restated~~number ~~United~~of aircraft over the term of the CPA. ~~was~~Embedded ~~amended~~lease torevenue ~~provide~~associated ~~for~~with the ~~following:~~Company’s CPAs is accounted for as an operating lease under ASC 842, Leases.

Increased CPA rates for E-175 aircraft, retroactive to October 1, 2023 through December 31, 2024;

Amended certain notice requirements for removal by United of up to eight CRJ-900 Covered Aircraft (as defined in the United CPA) from the United CPA;

Extended United's existing utilization waiver for the Company's operation of E-175 and CRJ-900 Covered Aircraft (as defined in the United CPA) to June 30, 2024.

Additionally, in January 2023, in consideration for entering in the Amended and Restated United CPA and providing the revolving line of credit, discussed in Note 8, the Company (i) granted United the right to designate one individual to the Company's board of directors (the "United Designee"), which occurred effective May 2, 2023 with the appointment of Jonathan Ireland and (ii) issued to United 4,042,061 shares of the Company’s common stock equal to approximately 10% of the Company’s issued and outstanding capital stock on such date (the "United Shares"). United's board designee rights will terminate at such time as United's equity ownership in the Company falls below five percent (5%) of the Company's issued and outstanding stock.

United was also granted pre-emptive rights relating to the issuance of any equity securities by the Company and certain registration rights, set forth in a definitive registration rights agreement with United, granting United customary demand registration rights in respect of publicly registered offerings of the Company, subject to usual and customary exceptions and limitations.

Our United CPA is subject to termination prior to its expiration, including under the following circumstances:

If certain operational performance factors fall below a specified percentage for a specified time, subject to notice under certain circumstances;

If we fail to perform the material covenants, agreements, terms or conditions of our United CPA or similar agreements with United, subject to 30 days' notice and cure rights;

If either United or we become insolvent, file bankruptcy, or fail to pay debts when due, the non-defaulting party may terminate the agreement;

If we merge with, or if control of us is acquired by another air carrier or a corporation directly or indirectly owning or controlling another air carrier;

United, subject to certain conditions, including the payment of certain costs tied to aircraft type, may terminate the agreement in its discretion, or remove E-175 aircraft from service, by giving us notice of 90 days or more; and

If United elects to terminate our United CPA in its entirety or permanently remove aircraft from service, we are permitted to return any of the affected E-175 aircraft leased from United at no cost to us.

~~Summary~~Table of ~~Significant Accounting Policies~~ Contents

~~Basis~~Revenues ofby ~~Presentation~~Partner Airline for the three months ended March 31, 2026 and 2025 are disaggregated as follows:

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly owned operating subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). All intercompany accounts and transactions have been eliminated in consolidation.


	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025
American Airlines	$	189.5	$	171.2
Delta Air Lines	99.3		99.4
United Airlines	229.1		118.7
Other	9.5		5.5
Total revenues	$	527.4	$	394.8

~~These~~Revenues ~~condensed~~derived ~~consolidated~~from ~~financial statements should be read in conjunction with~~ the ~~Company's~~CPAs ~~audited~~by ~~consolidated~~type ~~financial~~of ~~statements~~revenue ~~and notes thereto included in the Company's Annual Report on Form 10-K~~ for the ~~fiscal~~three ~~year~~months ended ~~September 30, 2024 and the Company's Transition Report on Form 10-KT for the transition period ended December~~ March 31, ~~2024,~~2026 ~~both on file with the U.S. Securities~~ and ~~Exchange~~2025 Commission (the "SEC"). Information and footnote disclosures normally included in financial statements have been condensed or omitted in these condensed consolidated financial statements pursuant to the rules and regulations of the SEC and GAAP. These condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are ~~necessary~~disaggregated toas ~~present~~follows: ~~fairly the results of operations for the interim periods presented.~~

Segment Reporting


	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025
Regional jet service revenue	$	438.9	$	315.7
Lease revenue (1)	79.0		73.6
Other revenue	9.5		5.5
Total revenues	$	527.4	$	394.8

As(1)Certain of ~~September~~the ~~30,~~Company’s ~~2025,~~CPAs ~~our~~include ~~chief~~embedded ~~operating~~leases ~~decision~~for ~~maker was~~ the ~~Chief~~right-of-use ~~Executive~~of ~~Officer. While we operate under a capacity purchase agreement, we do not manage our business based on any performance measure at~~ the ~~individual~~regional ~~contract~~jet ~~level~~aircraft. ~~Our~~The ~~chief~~Company ~~operating~~also ~~decision~~leases ~~maker~~31 ~~uses~~aircraft ~~consolidated financial information~~ to ~~evaluate~~American ~~our~~Airlines. ~~performance~~The ~~and~~corresponding ~~allocate~~rental ~~resources,~~income ~~which~~ is ~~the~~classified ~~same basis on which he communicates our results and performance to our Board of Directors~~herein. ~~Accordingly, we have a single operating and reportable segment.~~

~~Use~~LIFT Academy recorded tuition revenue of ~~Estimates~~$4.9 million and $5.4 million during the three months ended March 31, 2026 and 2025, respectively. Tuition payments received from students are recognized as deferred revenue and reflected in accrued and other liabilities in the condensed consolidated balance sheets and are recognized on a systematic basis as students progress throughout their respective training programs.

~~The~~Amounts ~~preparation~~recognized ofas ~~the~~revenues ~~Company's~~in the condensed consolidated ~~financial~~ statements inof ~~conformity~~operations ~~with~~are ~~GAAP~~subject ~~requires management~~ to ~~make~~certain estimates, which could materially impact the timing and ~~assumptions~~consideration ~~that~~determined ~~affect~~under the ~~reported~~contract. ~~amounts~~Such ofestimates ~~assets,~~include ~~liabilities,~~(i) expected ~~revenues,~~contract ~~and~~terms ~~expenses~~from ~~and~~material modifications to the ~~disclosure~~fixed-fee ofcapacity ~~contingent~~purchase ~~assets~~agreements ~~and~~which ~~liabilities~~are atexpected ~~the~~to ~~date~~be ofmade in the ~~condensed~~future ~~consolidated~~and ~~financial~~(ii) the ~~statements.~~extent ~~Actual~~to ~~results~~which ~~could~~disputes ~~differ~~in ~~from~~contract ~~those~~interpretation ~~estimates~~arise.

~~Contract~~Receivables ~~Revenue~~ and ~~Pass-through~~contract assets—Receivables represent a right to consideration for promised services which have been transferred to customers. The Company records provisions for credit losses using an expected credit losses model on the basis of specific identification and ~~Other~~historical ~~Revenue~~collection experience.

WeContract ~~recognize~~assets ~~contract~~are ~~revenue~~generated ~~when~~from the ~~service~~partial issatisfaction ~~provided~~of ~~under~~certain ~~our~~performance ~~CPA.~~obligations, ~~Under~~generally related to the ~~CPA~~delivery of aircraft maintenance services, ~~United~~under ~~generally~~customer ~~pays~~contracts ~~for~~whereby ~~each~~the ~~departure,~~Company ~~flight~~has ~~hour~~the right to consideration for services transferred or ~~block~~provided ~~hour~~to ~~incurred,~~its customers. Other current assets—related parties and another ~~amount~~non-current ~~per~~assets—related ~~aircraft~~parties in ~~service~~the ~~each~~condensed ~~month~~consolidated ~~with~~balance ~~additional~~sheets ~~incentives~~consist orentirely ~~penalties~~of ~~based~~contract onassets, ~~flight~~which ~~completion,~~have ~~on-time~~been ~~performance,~~appropriately ~~and~~reduced ~~other~~for ~~operating~~the ~~metrics~~applicable financing component. ~~Our~~The ~~performance~~Company ~~obligation~~expects isto ~~met~~collect asall ~~each~~current ~~flight~~amounts iswithin ~~completed~~the next twelve months, ~~and~~while ~~revenue~~non-current isamounts ~~recognized~~will ~~and~~be ~~reflected~~collected inover ~~contract~~the ~~revenue~~period from April 2027 to 2030.

WeContract ~~recognize~~liabilities—Contract ~~pass-through~~liabilities ~~revenue~~consist ~~when~~of ~~the~~deferred ~~service~~revenues isfor ~~provided~~which ~~under~~the ~~our~~Company ~~CPA.~~has ~~Pass-through~~received ~~revenue~~customer ~~represents~~payment ~~reimbursements~~ for ~~certain~~undelivered ~~direct~~services. ~~expenses~~In ~~incurred~~addition, ~~including~~the ~~passenger~~Company ~~liability~~periodically ~~insurance,~~carries ~~property~~out ~~taxes,~~capital ~~other~~projects ~~direct~~on ~~costs~~behalf ~~defined~~of ~~within~~its ~~the~~Partner ~~agreements~~Airlines, ~~and~~generally ~~major~~pertaining ~~maintenance~~to on aircraft ~~leased~~fleet ~~from~~and ~~United~~livery atimprovements. ~~nominal~~Revenues ~~rates.~~of ~~Our~~this ~~performance~~nature ~~obligation~~are isrecognized ~~met~~over ~~when~~time, ~~each~~depicting ~~flight~~the ispattern ~~completed~~of ortransfer asof ~~the~~control ~~maintenance~~of services, ~~are~~resulting ~~performed,~~in ~~and~~ratable ~~revenue~~recognition isof ~~recognized~~revenues ~~and~~over ~~reflected~~the inremaining ~~pass-through~~term ~~and~~of ~~other~~the ~~revenue~~CPA, ranging from 2026 to 2036.

We record deferred revenue when cash payments are received or are due from United in advance of our performance. During the three and nine months ended September 30, 2025, we recognized approximately $1.4 million and $3.3 million of previously deferred revenue, respectively. Deferred revenue is recognized as flights are completed over the remaining terms of the respective contracts.

~~The~~Table ~~deferred revenue balance as~~ of September 30, 2025 represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are satisfied, and is expected to be recognized as revenue as follows (in thousands):Contents

Periods Ending December 31,	Total Deferred Revenue
2025 (remainder of)	$	1,310
2026		5,780
2027		3,546
2028		1,320
Total	$	11,956

Current and non-current deferred revenues are recorded to accounts payable and accrued and other liabilities-related parties and other non-current liabilities-related parties, respectively, in the condensed consolidated balance sheets. The Company recognized $12.0 million and $3.8 million of the deferred revenue to revenues in the condensed consolidated statements of operations during the three months ended March 31, 2026 and 2025, respectively, which was previously included in contract liabilities at December 31, 2025 and 2024, respectively. Current contract liabilities were $35.0 million and $35.9 million as of March 31, 2026 and December 31, 2025, respectively. Non-current contract liabilities were $97.3 million and $103.2 million as of March 31, 2026 and December 31, 2025, respectively.

~~A portion of our compensation under our CPA with United is designed to reimburse the Company for certain aircraft ownership costs~~6. FAIR ~~Such~~VALUE costs include aircraft principal and interest debt service costs, aircraft depreciation, and interest expense or aircraft lease expense costs while the aircraft is under contract. We have concluded this component of the compensation under these agreements is lease revenue, as such agreements identify the "right of use" of a specific type and number of aircraft over a stated period of time. We account for the non-lease component under ASC 606 and account for the lease component under ASC 842. We allocate the consideration in the contract between the lease and non-lease components based on their stated contract prices, which is based on a cost basis approach representing our estimate of the stand-alone selling prices. MEASUREMENTS

The ~~lease~~Company ~~revenue~~measures ~~associated with our CPA is accounted for as an operating lease and is reflected as contract revenue in~~ the ~~condensed~~following ~~consolidated~~assets ~~statements of operations~~ and ~~comprehensive~~liabilities ~~loss.~~at ~~Lease~~fair ~~revenue~~value ~~under~~on our CPA is no longer applicable after the sale of our E-175 aircraft to United in December 2024 and January 2025. Therefore, no lease revenue was recorded for the three months ended September 30, 2025. We recognized $24.9 million of lease revenue for the three months ended September 30, 2024, and $5.9 million and $88.1 million during the nine months ended September 30, 2025 and September 30, 2024, respectively. We have not separately stated aircraft rental income in the condensed consolidated statements of operations and comprehensive loss because the use of the aircraft is not a ~~separate~~recurring ~~activity from the total service provided under our CPA.~~basis:

Leases


	As of March 31, 2026
(in millions)	Recorded Balance		Level 1		Level 2		Level 3
Cash, cash equivalents, and restricted cash	$	133.5	$	133.5	$	—	$	—
Marketable securities	162.1		162.1		—		—
EVE Investment	12.2		2.5		—		9.7
Total	$	307.8	$	298.1	$	—	$	9.7

We determine if an arrangement is a lease at inception. As a lessee, we have lease agreements with lease and non-lease components and have elected to account for such components as a single lease component. Our operating lease activities are recorded in operating lease right-of-use assets, current maturities of operating leases, and noncurrent operating lease liabilities in the condensed consolidated balance sheets. As of September 30, 2025, we did not have any leases determined to be finance leases.


	As of December 31, 2025
(in millions)	Recorded Balance		Level 1		Level 2		Level 3
Cash, cash equivalents, and restricted cash	$	157.7	$	157.7	$	—	$	—
Marketable securities	162.2		162.2		—		—
EVE Investment	15.4		4.0		—		11.4
Total	$	335.3	$	323.9	$	—	$	11.4

~~Right-of-use~~The ~~(“ROU”)~~implied ~~assets~~volatility, ~~represent~~which ~~our~~is ~~right to use an underlying asset for~~ the ~~lease~~unobservable ~~term~~input, ~~and~~used lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Certain variable lease payments are not included in the ~~calculation~~determination of ~~the~~fair ~~right-of-use assets and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. In determining the present~~ value of ~~lease~~Level ~~payments,~~3 weinvestments ~~use~~for ~~either~~ the ~~implicit~~three ~~rate~~months inended ~~the lease when it is readily determinable or our estimated incremental borrowing rate~~March 31, ~~based~~2026 onand ~~information~~2025 ~~available at the lease commencement. Our lease terms include options to extend or terminate the lease when it~~ is ~~reasonably~~as ~~certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term, while finance leases result in a front-loaded expense pattern.~~follows:

As a lessee, we have elected a short-term lease practical expedient on all classes of underlying assets, permitting us to not apply the recognition requirements of ASC 842 to leases with terms of 12 months or less.


	Three Months Ended
	March 31, 2026		March 31, 2025
EVE Investment	61.4	%	73.4	%

WeThe ~~lease,~~increase ator ~~nominal~~decrease ~~rates,~~in ~~aircraft~~the ~~from~~fair ~~United~~value ~~under~~measurement ~~our~~of ~~CPA,~~the ~~which~~implied ~~are~~volatility ~~excluded~~may ~~from~~result ~~operating~~in ~~lease~~a ~~assets~~higher ~~and~~or ~~liabilities~~lower aseffect ~~they~~on dothe ~~not~~fair ~~represent~~value ~~embedded~~measurement ~~leases~~of ~~under~~the ~~ASC~~Company’s ~~842.~~EVE ~~Other than such leases at nominal amounts, we do not have any aircraft leases from third parties~~Investment. InThe ~~the~~amount ~~event~~recorded ~~that we or United decide~~ to ~~exit~~other annon-current ~~activity~~assets ~~involving~~as ~~leased~~of ~~aircraft~~March 31, ~~losses~~2026 ~~may~~and beDecember 31, ~~incurred.~~2025 Infor the ~~event~~aggregate ~~that~~EVE weWarrants ~~exit~~and anthe ~~activity~~Put ~~that~~Option ~~results~~was in$9.7 ~~exit~~million ~~losses, these losses are accrued as each aircraft is removed from operations for early termination penalties, lease settle up~~ and ~~other charges~~$11.4 ~~Additionally~~million, ~~any remaining ROU assets and lease liabilities are written off~~respectively.

The Company recorded no non-recurring fair value measurements for the three months ended March 31, 2026 and 2025.

7. LEASES

The Company routinely enters into operating and finance leases as a financing method for aircraft, spare engines, flight training equipment, and operating facilities. The Company records a lease asset and corresponding liability for leases with terms exceeding 12 months. Such assets and liabilities are measured at the present value of remaining lease payments at the commencement of the lease or consummation of a lease modification.

~~Contract~~Table ~~Liabilities~~of Contents

~~Contract~~Lease ~~liabilities~~terms ~~consist~~give ofeffect ~~deferred~~to ~~credits~~early ~~for~~termination ~~cost~~and ~~reimbursements~~renewal ~~from~~options ~~United~~when ~~related~~it tois ~~aircraft~~reasonably ~~modifications~~certain ~~and~~that ~~pilot~~such ~~training~~options ~~associated~~will ~~with~~be ~~the CPA~~exercised. The ~~deferred~~Company ~~credits~~determines ~~are~~present ~~recognized~~value, ~~over~~discounting ~~time~~payment ~~depicting~~streams at the ~~pattern~~interest ofrate implicit in the ~~transfer~~lease, ofwhen ~~control~~available, oftaking ~~services~~into ~~resulting~~consideration ineconomic ~~ratable~~escalation ~~recognition~~provisions, ofwhen ~~revenue~~applicable. ~~over~~When this information is unknown, the ~~remaining~~Company ~~term~~estimates ofits incremental borrowing rate at the ~~CPA~~related lease commencement date, which is derived from prevailing market interest rates, recent debt acquisitions specific to the Company, or other debt instruments having similar characteristics at lease commencement. ~~Upon~~With the ~~sale~~exception of the 18CPAs ~~E-175~~and ~~aircraft~~operating tofacilities, ~~United~~the ~~during~~Company ~~December~~does ~~2024~~not separate lease and ~~January~~non-lease ~~2025,~~contractual ~~the~~components. ~~deferred~~Provisions ~~credits~~for ~~were~~residual ~~written~~value ~~off~~guarantees are not material.

~~Current~~Aircraft ~~and~~leasing ~~non~~arrangements—The Company’s CPAs include provisions for the right-~~current~~to-use ~~deferred~~of ~~credits~~the ~~are~~Company’s ~~recorded~~aircraft in ~~other~~carrying ~~accrued~~out ~~expenses~~regional ~~and~~jet ~~non-current~~services. ~~deferred~~Such ~~credits~~provisions inconstitute embedded leases for which the ~~condensed~~Company ~~consolidated~~receives ~~balance~~reimbursement ~~sheets.~~for ~~Our~~aircraft ~~total~~ownership ~~current~~costs, ~~and~~as ~~non-current~~Partner ~~deferred~~Airlines ~~credit~~obtain ~~balances~~substantially atall ~~September~~of ~~30,~~the ~~2025~~economic ~~and~~benefit ~~December~~from ~~31,~~the ~~2024~~aircraft ~~were~~under $0operation ~~and~~for $3the Partner Airlines.1 ~~million~~Aircraft lease terms are commensurate with CPA terms discussed at Note 5, ~~respectively~~Revenues. WeThe ~~recognized~~Company $0mitigates the risk from residual and ~~$0.3~~undeployed ~~million~~leased ofassets in the ~~deferred~~event ~~credits~~of ~~within~~default ~~contract~~of ~~revenue~~one ~~during~~of ~~the~~our ~~three~~Partner ~~months~~Airlines ~~ended~~by ~~September~~actively ~~30,~~monitoring ~~2025~~aircraft and ~~September~~engine ~~30,~~financing ~~2024,~~terms ~~respectively,~~compared ~~and~~to ~~$3.2~~market ~~million~~terms ~~and~~in ~~$0.8~~order ~~million~~to ~~during~~effectively sell or redeploy aircraft to the ~~nine~~extent ~~months~~they ~~ended~~become ~~September~~unused 30or underutilized, ~~2025~~which ~~and~~additionally ~~September~~decreases ~~30,~~with ~~2024,~~the ~~respectively~~extent to which the Company operates Partner Controlled Aircraft.

~~Maintenance~~Contractual ~~Expense~~cash receipts from operating leases for each of the next five years and total of the remaining years as of March 31, 2026 are as follows:

We operate under an FAA approved continuous inspection and maintenance program. The cost of non-major scheduled inspections and repairs and routine maintenance costs for all aircraft and engines are charged to maintenance expense as incurred.


(in millions)	Contractual Cash Receipts
2026	$	216.9
2027	282.5
2028	253.2
2029	227.6
2030	143.8
Thereafter	498.4
Total	$	1,622.4

We accounted for heavy maintenance and major overhaul costs on our previously owned E-175 fleet under the deferral method whereby the cost of heavy maintenance and major overhaul is deferred and amortized until the earlier of the end of the useful life of the related asset or the next scheduled heavy maintenance event. Amortization of heavy maintenance and major overhaul costs charged to depreciation and amortization expense was $0 and $0.8 ~~million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $0~~.2 COMMITMENTS ~~million~~AND and $2.4 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. Upon the sale of the 18 E-175 aircraft to United during the nine months ended September 30, 2025, the remaining deferred heavy maintenance balances were written off. As of September 30, 2025 and December 31, 2024, our deferred heavy maintenance balance, net of accumulated amortization, was $0 and $5.4 million, respectively.CONTINGENCIES

WeThe ~~account~~Company’s ~~for~~long-term ~~heavy~~commitments ~~maintenance~~primarily ~~and~~include ~~major~~lease ~~overhaul~~obligations ~~costs~~(see ~~for~~Note ~~all~~7, ~~other~~Leases), ~~fleets~~long-term ~~under the direct expense method whereby costs are expensed to~~ maintenance ~~expense as incurred~~agreements, ~~except for certain maintenance contracts where labor~~ and ~~materials~~purchase ~~price risks have been transferred to the service provider and require payment on a utilization basis~~commitments, ~~such~~among ~~as flight hours~~others. Costs incurred for maintenance and repair for utilization maintenance contracts where labor and materials price risks have been transferred to the service provider are charged to maintenance expense based on contractual payment terms.

~~Engine~~Purchase ~~overhaul~~commitments—From ~~expense~~time ~~totaled~~to ~~$5.9~~time, ~~million~~the ~~and~~Company ~~$4.9~~enters ~~million~~into purchase commitments for ~~the~~future ~~three~~aircraft ~~months~~and ~~ended~~engine ~~September~~deliveries. ~~30,~~The ~~2025~~Company ~~and~~regularly ~~September~~makes ~~30,~~pre-delivery ~~2024,~~deposit ~~respectively,~~payments of(“PDPs”) ~~which~~to ~~$5.9~~support ~~million~~aircraft and ~~$5.4~~engines ~~million,~~on ~~respectively, was pass-through expense~~order. ~~Engine~~PDPs ~~overhaul~~are ~~expense~~retained ~~totaled $20.6 million~~ and ~~$17.3~~applied ~~million~~against ~~for~~ the ~~nine~~historical ~~months~~cost ~~ended~~of ~~September~~the ~~30,~~corresponding ~~2025~~aircraft ~~and~~or ~~September~~engine ~~30,~~at ~~2024,~~the ~~respectively,~~time of ~~which~~its ~~$20.5~~acquisition ~~million~~or ~~and~~expensed ~~$17.8~~when ~~million,~~deposit ~~respectively,~~amounts ~~was~~are ~~pass-through~~no ~~expense.~~longer ~~The~~expected ~~Company~~to ~~received~~be ~~approximately~~returned ~~$0.5 million~~ from ~~an insurance claim reimbursement during~~ the ~~three~~manufacturer. ~~and~~Interest ~~nine~~costs ~~months~~associated ~~ended~~with ~~September 30~~PDPs, ~~2024~~ which ~~was~~are ~~net~~not ~~against~~significant ~~engine~~during ~~overhaul expense. Airframe C-check expense totaled $6.9 million and $8.2 million for~~ the ~~three~~periods ~~months ended September 30~~presented, ~~2025~~are ~~and~~capitalized ~~September~~as ~~30,~~a ~~2024,~~portion ~~respectively,~~ of ~~which~~the ~~$6.3~~overall ~~million~~historical ~~and~~cost ~~$7.2~~of ~~million,~~the ~~respectively,~~related ~~was~~aircraft ~~pass-through~~or ~~expense.~~engine ~~Airframe C-check expense totaled $19.6 million~~ and ~~$16.5~~are ~~million~~depreciated ~~for~~over the ~~nine~~estimated ~~months~~useful ~~ended~~life ~~September 30, 2025 and September 30, 2024, respectively,~~ of ~~which~~the ~~$16~~asset.~~3 million and $12.5 million, respectively, was pass-through expense.~~

~~Assets~~Republic ~~Held~~has an order for ~~Sale~~26 Embraer regional jets with expected deliveries beginning in 2028 through 2030.

WeDuring ~~classify~~the ~~assets~~year asended ~~held~~December 31, ~~for~~2025, ~~sale~~the ~~when~~Company ~~our~~executed ~~management~~an ~~approves~~amendment ~~and commits~~ to aan ~~formal~~existing ~~plan~~financing ofcommitment ~~sale~~to ~~that~~finance issome ~~probable~~additional ofscheduled ~~being~~aircraft ~~completed~~deliveries ~~within~~during ~~one~~the year. ~~Assets~~ending ~~designated~~December as31, ~~held~~2026, ~~for~~which ~~sale~~provides ~~are~~future ~~recorded~~funding atfor ~~the~~a ~~lower~~portion of ~~their~~the ~~current~~total ~~carrying~~aircraft ~~value~~cost. orCommitted ~~their~~future ~~fair~~borrowings ~~market~~are ~~value,~~expected ~~less costs~~ to ~~sell,~~be ~~beginning~~secured inby the ~~period~~related inaircraft ~~which~~and ~~the~~funded ~~assets~~upon ~~meet~~each ~~the~~delivery. ~~criteria~~Additionally, tothe beCompany ~~classified~~obtained ascommitments ~~held~~ for ~~sale.~~a ~~See~~future ~~Note~~credit 5facility ~~for~~secured ~~further~~by ~~discussion~~spare engines. As of ~~our~~March 31, ~~assets~~2026, ~~classified~~the asremaining ~~held~~maximum ~~for~~borrowings ~~sale~~allowable asunder ofthe ~~September~~agreements ~~30,~~is ~~2025~~approximately $51 million.

~~Recent~~Table ~~Accounting~~of ~~Pronouncements~~Contents

WeIn ~~continue~~each toof ~~evaluate~~the ~~recent~~three ~~accounting~~months ~~pronouncements~~ended March 31, 2026 and 2025, the ~~effect~~Company ~~that~~completed certain milestones in the construction of a new ~~standards~~flight aviation campus and ~~guidance~~corporate ~~has~~headquarters onin ~~our~~Carmel, ~~consolidated~~Indiana ~~financial~~(the ~~statements~~“Aviation Campus”). ~~During~~The Aviation Campus houses a training center that, once fully integrated with pre-Merger Mesa Airlines operations, will be used to perform substantially all of the ~~nine~~Company’s ~~months~~training ~~ended~~activities ~~September~~for 30pilots, ~~2025~~flight attendants, maintenance technicians, and dispatchers and houses eight full motion simulators along with flat panel simulators, cabin trainers, and classrooms. Additionally, the Aviation Campus includes overnight accommodations used exclusively by the Company’s ~~applied~~associates in training, our corporate headquarters (completed January 2026), and a parking garage. Additionally, the ~~following~~Company ~~new~~began ~~disclosure~~construction ~~requirements:~~on additional overnight accommodations, which is expected to be completed in 2026. The interest costs associated with the Aviation Campus, which are not significant during the periods presented, are capitalized as a portion of the overall historical cost and depreciated over the estimated useful life of the asset.

~~Accounting~~The ~~Standards~~following ~~Update~~table ~~2023-07,~~displays ~~which~~the ~~requires~~Company’s ~~enhanced~~future ~~disclosures~~contractual ~~regarding~~obligations ~~the~~for ~~Company's~~property ~~reportable~~and ~~segments.~~equipment under firm orders:

Accounting Standards Update 2023-09, which requires additional income tax disclosures for better assessment of tax risks and tax planning.


	Payments Due By Period
(in millions)		2026		2027		2028		2029		2030		Thereafter		Total
Aircraft and other equipment under purchase obligations		$	—	$	—	$	390.7	$	222.0	$	191.4	$	—	$	804.1
Aviation Campus		27.5		—		—		—		—		—		27.5

~~Additionally~~General indemnifications—The Company is a party to aircraft lease and financing arrangements, which include provisions requiring the Company isto ~~evaluating~~indemnify ~~Accounting~~the ~~Standards~~lessor ~~Update~~or ~~2024-03~~financing party against certain losses which ~~goes~~may ~~into~~arise ~~effect~~from inuse ~~2026~~of the related aircraft and ~~requires~~equipment, including losses arising from tax consequences. The Company expects that such losses would constitute insurable losses and would therefore be subject to insurance coverage. Losses expected to arise from indemnities cannot be reasonably determined due to the ~~disaggregation~~uncertainty ofsurrounding ~~operating~~circumstances ~~expenses~~which asmay ~~well~~give asrise ~~additional~~to ~~disclosures~~losses, or the amount of expected losses which could arise.

~~Concentrations~~Legal matters—The Company is involved in various legal actions considered routine to the ordinary course of ~~Credit~~business. ~~Risk~~Contingent losses expected to arise as a result of pending legal matters, which could include expected future settlements, judgments, and legal fees are recorded when amounts become probable and are able to be estimated. Estimated future losses and legal fees related to ongoing litigation were not material as of March 31, 2026 and December 31, 2025.

~~Financial~~While ~~instruments that potentially expose~~ the Company tocannot apredict ~~concentration~~the ofoutcome ~~credit risk consist principally~~ of ~~cash~~these ~~and~~events ~~cash~~with ~~equivalents~~certainty, ~~that~~management ~~are~~does ~~primarily~~not ~~held~~believe bypending ~~financial~~legal ~~institutions~~matters inwould ~~the~~have ~~United~~a ~~States~~material ~~and~~effect ~~accounts receivable. Amounts~~ on ~~deposit~~the ~~with~~results aof ~~financial~~operations, ~~institution may at times exceed federally insured limits. We maintain our~~ cash ~~accounts with high credit quality financial institutions and~~flows, ~~accordingly,~~or ~~minimal credit risk exists with respect to the~~ financial ~~institutions~~position.

~~As of September 30, 2025, we had $3~~9.0 MEZZANINE ~~million~~EQUITY inAND ~~restricted~~CAPITAL cash. We have an agreement with a financial institution for a letter of credit facility and to issue letters of credit for particular airport authorities, worker's compensation insurance, property and casualty insurance and other business needs as required in certain lease agreements. Pursuant to the terms of this agreement, $3.0 million of outstanding letters of credit are required to be collateralized by amounts on deposit.TRANSACTIONS

~~Significant~~During ~~customers~~the ~~are~~three ~~those~~months ~~which~~ended ~~represent~~March 31, ~~more~~2026, ~~than~~the ~~10%~~Company granted 349,853 RSUs to certain key members of ~~our~~management ~~total~~of ~~revenue~~the orCompany ~~net~~which ~~accounts~~are ~~receivable~~subject ~~balance~~to atboth ~~each~~time- ~~respective~~and ~~balance~~performance-vesting ~~sheet~~conditions ~~date~~(“2026 Long Term Incentive RSUs”). ~~All~~The of2026 ~~our~~Long ~~revenue~~Term ~~for~~Incentive ~~the~~RSUs ~~three~~vest ~~and~~on ~~nine~~December ~~months~~31, ~~ended~~2028 ~~September~~based 30on the achievement of certain pre-tax income, ~~2025~~aircraft utilization and ~~September~~flight ~~30,~~completion ~~2024~~rate ~~was~~metrics. ~~derived~~The number of performance shares awardable from the ~~United~~2026 ~~CPA,~~Long ~~DHL~~Term ~~FSA,~~Incentive ~~leases~~RSUs can range from 0% to 200% of ~~our~~the ~~CRJ~~target amount depending on the Company’s performance against the pre-~~700~~established ~~aircraft~~targets. toThe agrant ~~third~~date ~~party,~~fair ~~and~~value ~~MPD~~of each 2026 Long Term Incentive RSU was $21.14 ~~Substantially~~per ~~all~~share. Share-based compensation expense is based on the Company’s anticipated outcome of ~~our~~achieving ~~accounts~~the ~~receivable~~performance atmetrics. ~~September~~These 30awards also included 127,308 ~~2025~~RSUs related to pre-tax income and ~~December~~aircraft utilization metrics that will be set by the Company’s Board of Directors in 2027 and 2028. During the three months ended March 31, ~~2024~~2026, ~~was~~the ~~derived~~Company ~~from~~recorded ~~these agreements~~$1.3 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations related to the 2026 Long Term Incentive RSUs.

~~United~~During ~~accounted~~the ~~for~~three ~~approximately~~months ~~99%~~ended ~~and~~March 31, ~~99%~~2026, ofthe ~~our~~Company ~~total~~granted ~~revenue~~17,389 ~~for~~RSUs ~~the~~to ~~three~~certain ~~months~~key ~~ended~~members ~~September~~of 30management of the Company, ~~2025~~which ~~and~~are ~~September~~subject ~~30,~~to ~~2024,~~time-vesting ~~respectively~~conditions ~~and~~(“2026 ~~98%~~Long ~~and~~Term ~~98%~~Incentive ofTime-Vesting ~~our~~RSUs”). ~~total~~The ~~revenue~~grant ~~for~~date ~~the~~fair ~~nine~~value ~~months~~of ~~ended~~each ~~September~~2026 ~~30,~~Long ~~2025~~Term ~~and~~Incentive ~~2024,~~Time-Vesting ~~respectively~~RSU was $21.14 Aper ~~termination~~share. ofThe ~~the~~2026 ~~United~~Long ~~CPA~~Term ~~would~~Incentive ~~have~~Time-Vesting RSUs vest ratably each year over a ~~material~~three-year ~~adverse~~vesting ~~effect~~period. onDuring ~~our~~the ~~business~~three ~~prospects,~~months ~~financial~~ended ~~condition~~March 31, ~~results~~2026, the Company recorded an immaterial amount of ~~operations,~~share ~~and~~based ~~cash~~compensation ~~flows.~~to wages and benefits

~~Amounts~~expense ~~billed~~in ~~under~~ the ~~United~~condensed ~~CPA~~consolidated ~~are~~statements ~~subject to our interpretation~~ of ~~the~~operations ~~applicable~~related ~~agreement and are subject~~ to ~~audit by United. Periodically, our United disputes amounts billed and pay amounts less than~~ the ~~amount~~2026 ~~billed.~~Long ~~Ultimate~~Term ~~collection~~Incentive ~~of the remaining amounts not only depends upon the Company prevailing under the applicable audit, but also upon the financial well~~Time-~~being~~Vesting ~~of United~~RSUs. As such, we review amounts due based on historical collection trends, the financial condition of United, and current external market factors and record a reserve for amounts estimated to be uncollectible in accordance with the applicable guidance for expected credit losses. Our allowance for doubtful accounts was not material as of September 30, 2025 or December 31, 2024. If our ability to collect these receivables and the financial viability of United is materially different than estimated, our estimate of the allowance for credit losses could be materially impacted.

~~Assets~~The ~~Held~~Company recognized $3.7 million and $0.7 million in share-based compensation to wages and benefits expense in the condensed consolidated statements of operations for ~~Sale~~all the Company’s unvested shares in the aggregate during the three months ended March 31, 2026 and 2025. The Company accounts for forfeitures as they occur.

~~During~~The ~~the~~following ~~three~~table ~~months~~summarizes ~~ended~~the ~~September~~activity ~~30,~~of ~~2025,~~RSUs ~~management~~granted ~~continued our plan~~ to ~~sell~~ certain ofemployees ~~our aircraft and related parts. As~~ of ~~June 30, 2025,~~ the Company ~~had a total of 21 airframes, 34 engines, and certain spare parts classified as held~~ for ~~sale. The Company completed~~ the ~~sale of nine CRJ-900 airframes, 13 GE Model CF34-8C engines, and certain spare parts during the~~ three months ended ~~September 30~~March 31, ~~2025.~~2026:

As of September 30, 2025, the Company has a total of 12 airframes, 21 engines, and certain spare parts classified as held for sale as of September 30, 2025 with a net book value of $33.8 million, all of which is classified as current assets on our condensed consolidated balance sheet.









	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at January 1, 2026	1,225,249	$	15.39
Granted	367,242	21.14
Unvested at March 31, 2026	1,592,491	16.72

10. RELATED PARTY TRANSACTIONS

The Company’s related party transactions include transactions with our Partner Airlines and an original equipment manufacturer (the “Related Parties”), with whom we have held long-standing relationships.

The Company regularly transacts with its Related Parties as defined in ASC 850, Related Parties, in the ordinary course of business. Related party transactions are derived from passenger service under the capacity purchase relationships, certain aircraft leasing commitments between the Company and the Partner Airlines, and aircraft maintenance activities, which in turn, generate balances due to or due from our Related Parties. In addition, the Company generated deferred revenue balances from capital projects carried out on behalf of our Partner Airlines. Assets and liabilities expected to be realized within 12 months are classified as receivables—related parties and accounts payable and accrued and other liabilities—related parties, respectively, and other non-current assets—related parties and other non-current liabilities—related parties, respectively, for amounts expected to be realized thereafter. Substantially all of the Company’s revenues were derived from related parties during the three months ended March 31, 2026 and 2025. Operating expenses incurred relate to aircraft rent expense, interrupted trip expenses, maintenance expense, and employee benefits, among others. Management has concluded that transactions of this nature were carried out on an arm’s-length basis.

Risks and uncertainties—During the three months ended March 31, 2026 and 2025, substantially all of the Company’s revenues were derived from capacity purchase agreements with the Partner Airlines. Termination of any of these capacity purchase agreements could have a material adverse effect on the Company’s financial position, results of operations, and operating cash flows.

Each of the Company’s Partner Airlines comprised the following receivables as of March 31, 2026 and December 31, 2025 and revenues for the three months ended March 31, 2026 and 2025:


Concentration base	American Airlines		Delta Air Lines		United Airlines
Revenues for the three months ended:
March 31, 2026	36	%	19	%	43	%
March 31, 2025	43		25		30
Receivables as of:
March 31, 2026	24		4		26
December 31, 2025	14		39		24

~~Balance~~Table ~~Sheet~~of ~~Information~~ Contents

~~Certain~~11. SUBSEQUENT ~~significant amounts included in the condensed consolidated balance sheets consisted of the following (in thousands):~~EVENTS

	September 30,			December 31,
	2025			2024
Expendable parts and supplies, net:
Expendable parts and supplies	$	24,004		$	39,404
Less: expendable parts warranty		(4,145	)		(5,574	)
Less: obsolescence		(3,230	)		(4,658	)
	$	16,629		$	29,172
Property and equipment, net:
Aircraft and other flight equipment	$	50,355		$	319,831
Other equipment		9,529			9,788
Total property and equipment		59,884			329,619
Less: accumulated depreciation		(28,385	)		(126,052	)
	$	31,499		$	203,567
Other assets:
Investments in equity securities	$	300		$	300
Contract asset		3,942			5,400
Other		860			1,129
	$	5,102		$	6,829
Other accrued expenses:
Accrued property taxes	$	2,815		$	4,722
Accrued interest		981			3,207
Accrued vacation		6,123			7,308
Accrued lodging		3,287			3,847
Accrued simulator costs		659			543
Accrued maintenance		1,830			1,911
Accrued employee benefits		1,132			1,528
Accrued fleet operating expense		598			3,118
Customer deposits		224			962
Other		9,041			8,298
	$	26,690		$	35,444
Other noncurrent liabilities:
Warrant liabilities	$	100		$	25,225
Long-term employee benefits		1,759			537
Other		—			913
	$	1,859		$	26,675

On April 22, 2026, the Company’s Board of Directors, upon the recommendation of its Corporate Governance Committee, promoted Matthew J. Koscal to the position of President and Chief Executive Officer (principal executive officer), effective June 15, 2026. Upon the effective date of appointment, David Grizzle, currently serving in the role of Chairman and Chief Executive Officer (principal executive officer) will resume the role of non-executive Chairman of the Board of Directors, a position previously held by Mr. Grizzle for the Legacy Republic Board of Directors since 2017 until assuming the Chief Executive Officer role prior to the Merger.

Impairment of Long-lived Assets

The Company monitors for any indicators of impairment of the long-lived fixed assets. When certain conditions or changes in the economic situation exist, the assets may be impaired and the carrying amount of the assets exceed their fair value. The assets are then tested for recoverability of carrying amount. The Company records impairment charges on long-lived assets used in operations when events and circumstances indicate that the assets may be impaired, the undiscounted net cash flows estimated to be generated by those assets are less than the carrying amount of those assets, and the net book value of the assets exceeds their estimated fair value.

We group assets at the capacity purchase agreement level (i.e., the lowest level for which there are identifiable cash flows). If impairment indicators exist with respect to any of the asset groups, we estimate future cash flows based on projections of capacity purchase or flight services agreement, block hours, maintenance events, labor costs and other relevant factors.

During the three months ended September 30, 2025, the Company assessed whether any indicators of impairment existed in any of our long-lived asset groups and noted that no indicators of impairment existed for our fleet.

~~During~~Table ~~the three months ended September 30, 2025, the Company reevaluated the fair value~~ of our held for sale assets and recorded a net impairment true-up adjustment of $7.3 million. No other indicators of impairment were present during the quarter and no further steps were determined to be necessary.Contents

~~The~~Item ~~Company~~2. Management’s ~~assumptions~~Discussion ~~about~~and ~~future~~Analysis ~~conditions relevant to the assessment~~ of ~~potential~~Financial ~~impairment~~Condition ~~of its long-lived assets are subject to uncertainty,~~ and ~~the~~Results ~~Company~~of ~~will continue to monitor these conditions in future periods as new information becomes available, and will update its analyses accordingly.~~Operations

~~Depreciation~~The ~~Expense~~following ondiscussion ~~Property~~and analysis of our financial condition and ~~Equipment:~~results of operations should be read in conjunction with our condensed consolidated financial statements, the accompanying notes, and the other financial information included elsewhere in this Report. The following discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from those discussed in the forward-looking statements below. Factors that could cause such differences include, but are not limited to, those discussed in “Cautionary Note Regarding Forward-Looking Statements” in this Report.

~~Depreciation~~Cautionary ofStatement ~~property~~Regarding ~~and~~Forward-Looking equipment totaled $2.3 million and $7.2 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $11.6 million and $26.7 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.Statements

~~Fair~~Certain ~~Value~~of ~~Measurements~~the statements contained in this Report should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,” and “continue” and similar terms used in connection with statements regarding our outlook, anticipated operations, the revenue environment, our contractual relationships, and our anticipated financial performance. These statements include, but are not limited to, statements about the continued demand for our product, the effect of economic conditions on Republic’s business, financial condition and results of operations, the timing of scheduled aircraft deliveries, fleet expansion, changes in aircraft seat configurations, transition and anticipated fleet size for Republic in upcoming periods, expected production levels in future periods, pilot attrition trends, Republic’s coordination with American Airlines, Inc., Delta Air Lines, Inc., and United Airlines, Inc. (each, a “Partner Airline” and together, “Partner Airlines”) regarding the delivery of aircraft under previously announced agreements and timing of placing new aircraft deliveries into service, the expected terms, timing and benefits related to Republic’s leasing, strategic arrangements, strategic agreements and equity investments in third parties, scheduled flight service to smaller communities, increasing the utilization and efficiency of all fleet types as well as Republic’s future financial and operating results, plans, objectives, expectations, estimates, intentions and outlook, and other statements that are not historical facts. All forward-looking statements included in this Report are made as of the date hereof and are based on information available to Republic as of such date. Readers should note that many factors could affect the future operating and financial results of Republic and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this Report. These factors include, but are not limited to the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel, including related to inflationary pressures, and related decreases in customer demand and spending; potential staffing shortages affecting pilots, air traffic controllers, or maintenance technicians; uncertainty regarding potential future outbreaks of infectious diseases or other health concerns, and the consequences of such outbreaks to the travel industry, including travel demand and travel behavior, and our major Partner Airlines in general and the financial condition and operating results of Republic in particular; the prospects of entering into agreements with existing or other carriers to fly new aircraft; uncertainty regarding timing and performance of key third-party service providers; ongoing negotiations between Republic and its major Partner Airlines regarding their contractual obligations; uncertainties regarding operation of new aircraft; the ability to attract and retain qualified pilots, mechanics and other personnel in operations; the impact of regulatory issues such as pilot rest rules and qualification requirements; the ability to obtain aircraft financing; the financial stability of the Partner Airlines and any potential impact of their financial condition on the operations of Republic; fluctuations in flight schedules, which are determined by the major Partner Airlines for whom Republic conducts flight operations; variations in market and economic conditions; significant aircraft debt commitments; estimated useful life of long-lived assets, residual aircraft values and related asset impairments; labor relations and costs; the impact of global instability; rapidly fluctuating fuel costs and potential fuel shortages; the impact of weather-related, natural disasters and other air safety incidents on air travel and airline costs; aircraft deliveries; uncertainty regarding ongoing international hostilities, including conflicts in the Middle East and between Russia and Ukraine, and the related impacts on macroeconomic conditions and on the international operations of any of our major Partner Airlines as a result of such conflicts; the availability of parts used in connection with maintenance and repairs of the aircraft; the availability of suitable replacement aircraft for aging aircraft; the impact of enacted and proposed U.S. tariffs on global economic conditions and the financial markets, passenger demand, the cost of aircraft parts and supplies sourced internationally and the cost of service providers located outside of

Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1	—	Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2	—	Inputs, other than quoted prices in active markets, which are observable either directly or indirectly; and
Level 3	—	Unobservable inputs in which there is little or no market data, requiring an entity to develop its own assumptions.

Other than our assets held for sale, investments in equity securities, and warrant liabilities, we did not measure any of our assets or liabilities at fair value on a recurring or nonrecurring basis as of September 30, 2025 and December 31, 2024.

The carrying values reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments.

Our debt agreements are not traded on an active market. We have determined the estimated fair value of our debt to be Level 3, as certain inputs used to determine the fair value of these agreements are unobservable and, therefore, could be sensitive to changes in inputs. We utilize the discounted cash flow method to estimate the fair value of Level 3 debt.

The carrying value and estimated fair value of our total long-term debt and finance leases, including current maturities, were as follows (in millions):

	September 30, 2025				December 31, 2024
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt and finance leases, including current maturities(1)	$	95.2	$	95.4	$	230.6	$	219.9

(1) Current and prior period long-term debts' carrying and fair values exclude net debt issuance costs.

~~Long-Term~~Table ~~Debt,~~of ~~Finance Leases, and Other Borrowings~~ Contents

~~Long-term~~the ~~debt~~United asStates; ofthe ~~September~~impact ~~30,~~of ~~2025~~potential ~~and~~future ~~December~~U.S. ~~31,~~government ~~2024,~~shutdowns ~~consisted~~on offlight ~~the~~cancellations ~~following~~and ~~(in~~other ~~thousands):~~unanticipated factors.

	September 30,			December 31,
	2025			2024
Notes payable to secured parties, due in semi-annual installments, interest based on SOFR plus interest spread at 4.75% to 6.25% through 2028, collateralized by the underlying aircraft	$	—		$	85,469
Revolving credit facility, quarterly interest based on SOFR plus interest spread at 4.50% through 2028		33,018			33,018
Notes payable to the UST, quarterly interest based on SOFR plus interest spread at 3.50% through 2025		62,197			112,121
Gross long-term debt, including current maturities		95,215			230,608
Less unamortized debt issuance costs		—			(1,433	)
Less notes payable warrants		(194	)		(2,114	)
Net long-term debt, including current maturities		95,021			227,061
Less current portion, net of unamortized debt issuance costs		(68,009	)		(143,275	)
Net long-term debt	$	27,012		$	83,786

There may be other factors that may affect matters discussed in forward-looking statements set forth in this Report, which factors may also cause actual results to differ materially from those discussed. We assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these statements other than as required by applicable law.

~~Principal maturities of long-term debt as of September 30, 2025, and for each of the next five years are as follows (in thousands):~~ Overview

Periods Ending December 31,	Total Principal
2025 (remainder of)	$	62,197
2026		7,512
2027		5,803
2028		19,703
	$	95,215

We are the second largest independent regional airline in the United States based on total fleet and daily departures. As of March 31, 2026, we had an operational fleet of 275 regional jet aircraft that regularly provides scheduled passenger service on approximately 1,300 daily flights, to approximately 125 in the United States, Canada, Mexico, and the Caribbean.

~~The~~On ~~carrying~~November ~~value~~25, 2025, the Company and Mesa Air Group, Inc. (“Mesa Parent”), former parent company of ~~collateralized~~Mesa ~~aircraft~~Airlines, Inc. (“Mesa Airlines”) completed the Merger of Republic Airways Holdings Inc. and ~~equipment~~Mesa Air Group, Inc., whereby the Company merged with and into Mesa Air Group, Inc. (the “Merger”). The legal entity Mesa Air Group, Inc. continued as the surviving corporation; however, upon completion of ~~September~~the 30Merger, ~~2025~~the legal entity was ~~approximately~~renamed ~~$47~~Republic Airways Holdings Inc.0 ~~million~~The Company, on a pre-Merger basis, is referred to as “Legacy Republic.” The Company includes the operations of Legacy Republic and, beginning on November 25, 2025, also includes the operations, financial position, and cash flows of the former entity Mesa Air Group, Inc. and its wholly-owned subsidiaries. See Note 3, Merger with Mesa Air Group, Inc., in the notes to the unaudited condensed consolidated financial statements included in this Report.

~~Enhanced~~Substantially ~~Equipment~~all ~~Trust~~of ~~Certificate~~our flights are operated under multi-year fixed-fee capacity purchase agreements (~~"EETC"~~“CPA,” or collectively, our “CPAs”) with our three Partner Airlines: American Airlines, Inc. (“American Airlines”), Delta Air Lines, Inc. (“Delta Air Lines”), and United Airlines, Inc. (“United Airlines”). We exclusively operate the dual class Embraer E170/175 family of aircraft and are one of the world’s largest operators of that aircraft type. Under the CPAs, we provide substantially all of our flight capacity to our Partner Airlines. Our compensation is not materially or directly affected by variations in fares or passenger load factors, nor by variations in the price of fuel, the cost of which is paid directly by our Partner Airlines, effectively providing us with contractual monthly revenues, while reducing our exposure to fluctuations in fuel prices, fare competition, and passenger loads. During the three months ended March 31, 2026 and 2025, we carried passengers on approximately 107,000 and 85,000 flights, generating revenues of $527.4 million and $394.8 million and pre-tax income of $37.6 million and $36.6 million, respectively.

InWe ~~December~~market ~~2015~~under our Partner Airlines’ two-letter flight designation codes, anpaint ~~Enhanced~~our ~~Equipment~~aircraft ~~Trust~~in ~~Certificate~~the ~~("EETC")~~style ~~pass-through~~of ~~trust~~our ~~was~~Partner ~~created~~Airlines’ tobrand ~~issue~~requirements, ~~pass-through~~and ~~certificates~~use our Partner Airlines’ service marks to ~~obtain~~market ~~financing~~ourselves as a carrier for ~~new~~our ~~E-175~~Partner ~~aircraft~~Airlines. InOur ~~connection~~Partner Airlines control route selection, fare pricing, seat inventories, marketing, and scheduling, and provide us with ~~the~~ground ~~sale~~support ofservices, ~~the~~airport Etake-~~175~~off ~~aircraft~~and landing slots, ~~United~~and ~~assumed~~gate ~~the~~access, ~~EETC~~allowing ~~note~~us ~~with~~to afocus ~~remaining~~on ~~balance~~operational ofexcellence, ~~$73.4~~positioning ~~million~~ourselves atas the ~~time~~regional airline of ~~assumption.~~choice Asfor our Partner Airlines and passengers through the delivery of ~~September~~safe, 30clean, ~~2025~~reliable, and efficient regional service. For the ~~Company~~three ~~does~~months ~~not~~ended ~~have~~March 31, ~~any~~2026, ~~obligations~~American ~~under~~Airlines, ~~the~~Delta ~~EETC~~Air ~~note~~Lines, and United Airlines accounted for 37%, 21%, and 42% of our departures, respectively.

United Revolving Credit Facility

On December 27, 2022, in connection with entering into the Amended and Restated United CPA, (i) United agreed to purchase and assume all of First Citizens’ rights and obligations as a lender under the Existing Facility pursuant to an Assignment and Assumption Agreement, (ii) United and CIT Bank agreed to amend the Existing Facility pursuant to an Amendment No. 1, dated December 27, 2022 (“Amendment No. 1”), and an Amendment No. 2, dated January 27, 2023 (“Amendment No. 2”; the Existing Facility as amended by Amendment No. 1 and Amendment No. 2, the "Amended Facility"), and (iii) Wilmington Trust, National Association agreed to assume all of CIT Bank’s rights and obligations as Administrative Agent pursuant to an Agency Resignation, Appointment and Assumption Agreement, dated as of January 27, 2023. Amendment No. 1, among other things, extends the Maturity Date from the earlier to occur of November 30, 2028, or the date of the termination of the Amended and Restated United CPA; provides for Revolving Commitments equal to $30.7 million plus the original principal amount of the $10.5 million revolving loan; amortization of the obligations outstanding under the existing CIT Agreement commencing quarterly until March 31, 2025; and a covenant capping Restricted Payments (as defined in the Amended Facility) at $5.0 million per fiscal year, a consolidated interest and rental coverage ratio of 1.00 to 1.00 covenant, and a Liquidity (as defined in the Amended Facility) requirement of not less than $15.0 million at the close of any business day. Interest assessed under the Amended Facility is 3.50% for Base Rate Loans and 4.50% for Term SOFR Loans (as such terms are defined in the Amended Facility). Amendment No. 2, among other things, amends the definition of Controlled Account (as defined in the Amended Facility). Amounts borrowed under this Amended Facility are

~~secured~~Table ~~by a collateral pool consisting~~ of a combination of expendable parts, rotable parts and engines and a pledge of the Company’s stock in certain aviation companies. United funded $25.5 million as of the closing date of Amendment No. 1, to be used for general corporate purposes.Contents

OnKey ~~September~~Components ~~6, 2023, the Company amended the existing United Credit Facility to (i) permit the Company to re-draw approximately $7.9 million~~ of the Effective Date Bridge Loan (as defined in the United Credit Facility) previously repaid; (ii) increased the amount of Revolving Commitments (as defined in the United Credit Facility) from $30.7 million to $50.7 million, in each case, plus the original principal amount of the Effective Date Bridge Loan and subject to the Borrowing Base (as defined in the United Credit Facility); and (iii) amended the calculation of the Borrowing Base. Amounts borrowed under this facility bear interest at 3.50% for Base Rate Loans and 4.50% per annum for Term SOFR Loans. Amounts borrowed under the Amended Credit Facility are secured by a collateral pool consisting of a combination of expendable parts, rotable parts and engines, a pledge of certain of the CompanyRepublic’s ~~bank~~Results ~~accounts and a pledge~~ of ~~the Company’s stock in certain aviation companies.~~Operations

~~Loan Agreement with the United States Department of the Treasury~~Revenue

OnWe ~~October~~operate ~~30,~~under ~~2020~~the American Eagle, weDelta ~~entered~~Connection, ~~into~~and aUnited ~~loan~~Express ~~and~~brands ~~guarantee~~through ~~agreement~~our CPAs with ~~the~~American ~~U.S.~~Airlines, ~~Department~~Delta ofAir ~~the~~Lines, ~~Treasury~~and ~~(the~~United “UAirlines, respectively.S. ~~Treasury”)~~Under ~~for~~these aarrangements, ~~secured~~we ~~loan~~receive ~~facility~~fixed fees, as well as reimbursement of upspecified tocosts ~~$200.0~~with ~~million~~additional ~~that~~possible ~~matures~~incentives infrom ~~October~~our ~~2025~~Partner ~~(“the~~Airlines ~~Treasury~~for ~~Loan”)~~superior performance. ~~During~~Substantially ~~the~~all ~~first~~of ~~quarter~~our revenues are earned under our CPAs with our Partner Airlines. The number of ~~fiscal~~aircraft ~~2021~~we operate, aircraft utilization, and the rates we ~~borrowed~~charge anare ~~aggregate~~the most significant drivers of ~~$195~~our revenues.0 ~~million~~The number of passengers carried and the fares which revenue-generating passengers pay do not materially affect our revenues. NoWe ~~further~~earn ~~borrowings~~revenues ~~are~~based ~~available~~on aircraft utilization levels under the ~~Treasury~~applicable ~~Loan~~CPAs with each of our Partner Airlines, subject to minimum utilization guarantees.

~~The~~Revenues ~~Treasury~~associated ~~Loan~~with ~~bears~~regional ~~interest~~jet atservices are generally derived from (i) a ~~variable~~fixed fee per departure, flight hour, and/or block hour of time incurred and a fixed rate ~~equal~~for available-to-schedule (aircraft, payable on a) monthly basis; and (iii) ~~the~~a ~~SOFR~~premium ~~rate~~amount, ~~divided~~which is earned monthly or quarterly by ~~(ii)~~maintaining ~~one~~minimum ~~minus~~aircraft utilization levels and exemplary operating results. To the ~~Eurodollar~~extent ~~Reserve~~that ~~Percentage~~minimum ~~plus~~targets ~~(b)~~are 3not achieved, we could be subject to financial penalties.~~50%~~ These fixed-fee rates are contractually subject to periodic economic adjustment. ~~Accrued~~We ~~interest~~also onreceive ~~the~~reimbursement ~~loans~~from isour ~~payable~~Partner inAirlines ~~arrears~~for direct expenses incurred such as qualifying maintenance activities, orproperty ~~paid~~taxes, and miscellaneous operating expenses. The Company refers to Partner reimbursements as “pass-~~in-kind~~through bycharges.” ~~increasing~~Certain ~~the~~charges ~~principal~~such ~~balance~~as offuel, ~~the~~landing ~~loan~~fees, and certain ownership costs are generally paid directly by ~~such~~the ~~interest~~Partner ~~payment~~Airlines, onalthough the ~~first~~charges ~~business~~were ~~day~~incurred ~~following~~by the ~~14th~~Company ~~day~~in ofongoing ~~each~~operations. ~~March,~~The ~~June,~~Company ~~September,~~refers ~~and~~to ~~December~~these charges as “Partner direct charges.” AsPass-through ofcharges ~~September~~are ~~30,~~primarily ~~2025,~~recorded to revenues and the ~~all~~corresponding operating expense on a gross basis. Pass-inthrough ~~rate~~charges ~~was~~recorded 8on a net basis are not material.~~08%.~~

~~All~~Amounts ~~principal~~recognized ~~amounts~~as ~~outstanding~~regional ~~under~~jet ~~the~~services ~~Treasury~~revenues ~~Loan~~ are ~~due~~measured ~~and~~at ~~payable~~the incontractual aamount ~~single~~we ~~installment~~expect onwe ~~October~~will ~~30,~~be ~~2025.~~entitled ~~Commencing~~to in ~~June~~exchange ~~2022,~~for ~~we initiated~~ the ~~payment~~promised ofservices. ~~interest~~We inallocate ~~lieu of increasing~~ the ~~principal~~transaction ~~amount~~price ofas ~~the~~flights ~~loan.~~are ~~Our~~completed ~~obligations~~with ~~under~~variable ~~the~~consideration ~~Treasury~~that ~~Loan~~relates ~~are~~specifically ~~secured~~to byour ~~certain~~efforts ~~aircraft,~~in ~~aircraft~~delivering ~~engines,~~each ~~accounts receivable, ground service equipment,~~ flight ~~simulators,~~recognized ~~and~~in ~~tooling (collectively,~~ the ~~“Collateral”).~~period ~~The~~in ~~obligations~~which ~~under~~ the ~~Treasury~~individual ~~Loan~~flight ~~are~~is ~~guaranteed~~completed ~~by the Company~~ and ~~Mesa~~measured ~~Air~~on ~~Group~~a ~~Inventory~~monthly ~~Management~~basis. ~~The~~We ~~proceeds~~record ~~were~~an ~~used~~estimate for ~~general~~incentive ~~corporate~~revenue ~~purposes~~based ~~and~~on ~~operating~~our ~~expenses,~~expected toperformance ~~the~~at ~~extent permitted by~~ the ~~Coronavirus~~end ~~Aid,~~of ~~Relief,~~each ~~and Economic Security Act (the “CARES Act”)~~period. ~~Voluntary~~These ~~prepayments~~estimates ofare ~~the~~derived ~~Treasury~~under ~~Loan~~accounting ~~may~~guidance berelated ~~made,~~to invariable ~~whole~~consideration orconstraints inand ~~part,~~based ~~without~~on ~~premium~~amounts orexpected ~~penalty, at any time and from time~~ to ~~time. Amounts prepaid may not~~ be ~~reborrowed~~collected. ~~Mandatory~~We ~~prepayments~~have ofconcluded ~~the~~that ~~Treasury~~allocating ~~Loan~~the ~~are~~variability ~~required,~~directly ~~without premium or penalty,~~ to the ~~extent~~individual ~~necessary~~flights toresults ~~comply~~in ~~with~~an ~~the~~overall ~~covenants~~allocation ~~discussed~~meeting ~~below, certain dispositions of~~ the ~~Collateral,~~objectives ~~certain~~in ~~debt~~Financial ~~issuances~~Accounting ~~secured~~Standards byBoard ~~liens~~(“FASB”) onASC ~~the Collateral~~606, ~~and~~Revenue ~~certain insurance payments related to the Collateral~~Recognition. InThis ~~addition,~~results ifin a ~~“change~~pattern of ~~control”~~revenue ~~(as~~recognition ~~defined~~that ingenerally follows the ~~Treasury~~variable ~~Loan)~~amounts ~~occurs~~billed ~~with~~from ~~respect~~us to ~~Mesa~~our ~~Airlines,~~Partner ~~we will be required to repay the loans outstanding under the Treasury Loan~~Airlines.

~~The~~Operating Treasury Loan requires us, under certain circumstances, including within 10 business days prior to the last business day of March and September of each year beginning March 2021, to appraise the value of the Collateral and recalculate the collateral coverage ratio. If the calculated collateral coverage ratio is less than 1.55 to 1.0, we are required either to provide additional Collateral (which may include cash collateral) to secure the obligations under the Treasury Loan or repay the term loans under the Treasury Loan, in such amounts that the recalculated collateral coverage ratio, after giving effect to any such additional Collateral or repayment, is at least 1.55 to 1.0. On December 23, 2024, we entered into an agreement with the UST to lower the minimum collateral coverage ratio ("CCR") covenant to .99 to 1.0 effective as of November 22, 2024 through February 28, 2025. Additionally, on March 18, 2025, we entered into a new CCR Modification Agreement with the UST to lower the minimum CCR covenant to .91 to 1.0 effective as of February 28, 2025, through the maturity date of the loan. As a result of the new CCR modification agreement, we are in compliance with this covenant as of September 30, 2025.Expenses

~~The~~A ~~Treasury~~brief ~~Loan~~description ~~contains two financial covenants, a minimum collateral coverage ratio and a minimum liquidity level. The Treasury Loan also contains customary negative and affirmative covenants for credit facilities~~ of ~~this type, including, among others: (a) limitations on dividends and distributions; (b) limitations on~~ the ~~creation~~items ofincluded ~~certain~~in ~~liens;~~our ~~(c)~~operating ~~restrictions~~expenses online ~~certain~~items dispositions, investments, and acquisitions; (d) limitations on transactions with affiliates; (e) restrictions on fundamental changes to the business, and (f) restrictions on lobbying activities. Additionally, we are ~~required~~as to comply with the relevant provisions of the CARES Act, including limits on employment level reductions after September 30, 2020, restrictions on dividends and stock buybacks, limitations on executive compensation, and requirements to maintain certain levels of scheduled service.follows:

Wages and Benefits

This expense includes salaries and wages earned by our pilots, flight attendants, dispatchers, and other associates, as well as expenses associated with various employee benefit plans, stock-based compensation, employee incentives, and payroll taxes. These expenses fluctuate primarily based on our level of operations, changes in wage rates for contract and non-contract employees, and changes in costs of our benefit plans.

Aircraft and Engine Rent

This expense consists of the costs of aircraft and spare engines under operating leases. Leased aircraft (including wing-mounted engines) and spare engines are operated under operating leases and subject to adjustment as costs associated with minimum lease return conditions become probable and able to be estimated, generally coinciding with the last heavy maintenance visit.

InTable ~~connection with the Treasury Loan and as partial compensation to the U.S. Treasury for the provision~~ of financial assistance under the Treasury Loan, we issued to the U.S. Treasury warrants to purchase an aggregate of 4,899,497 shares of our common stock at an exercise price of $3.98 per share, which was the closing price of the common stock on April 9, 2020. The exercise price and number of shares of common stock issuable under the warrants are subject to adjustment as a result of anti-dilution provisions contained in the warrants for certain stock issuances, dividends, and other corporate actions. The warrants expire on the fifth anniversary of the date of issuance and are exercisable either through net share settlement or net cash settlement, at our option. The fair value of the warrants was estimated using a Black-Scholes option pricing model and recorded in stockholders' equity with an offsetting debt discount to the Treasury Loan in the condensed consolidated balance sheets.Contents

~~Loss~~Maintenance ~~Per~~and ~~Share~~ Repair

~~Calculations~~Maintenance and repair expenses include all materials and external labor required to maintain our aircraft and engines. We have entered into long-term maintenance “power-by-the-hour” service contracts with certain third-party maintenance providers under which we are charged fixed rates for each flight hour or departure accumulated by the majority of ~~net~~our ~~loss~~engines ~~per~~and ~~common~~certain ~~share~~major ~~were~~airframe components. The effect of such contracts is to reduce the volatility of aircraft maintenance expense over the term of our maintenance agreements. All other maintenance charges are expensed as ~~follows~~incurred ~~(in~~under ~~thousands~~the direct expense method of accounting. Certain maintenance and repair activities, ~~except~~such ~~per~~as ~~share~~engine ~~amounts):~~overhauls and heavy maintenance, qualify for reimbursement from our Partner Airlines under the pass-through provisions of our CPAs.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net loss	$	(14,124	)	$	(24,917	)	$	(51,898	)	$	(33,165	)
Basic weighted average common shares outstanding		41,873			41,322			41,551			41,203
Diluted weighted average common shares outstanding		41,873			41,322			41,551			41,203
Net loss per common share attributable to Mesa Air Group:
Basic	$	(0.34	)	$	(0.60	)	$	(1.25	)	$	(0.80	)
Diluted	$	(0.34	)	$	(0.60	)	$	(1.25	)	$	(0.80	)

Depreciation and Amortization

~~Basic~~This ~~income~~expense orincludes ~~loss~~depreciation ~~per~~expense ~~common~~of ~~share~~all isowned ~~computed~~aircraft, byproperty, ~~dividing~~and ~~net~~equipment ~~income~~which orincludes ~~loss~~aircraft ~~attributable~~and tobuildings ~~Mesa~~under ~~Air~~debt ~~Group~~obligations byand ~~the~~finance ~~weighted~~leases, ~~average~~spare ~~number~~engines, offlight ~~common~~equipment, ~~shares~~general ~~outstanding~~aviation ~~during~~aircraft, ~~the~~and ~~period~~ground equipment as well as amortization expense on leasehold improvements.

~~The~~Executive ~~number~~Separation ~~of incremental shares from the assumed issuance of shares relating to restricted stock~~ and ~~exercise of warrants is calculated by applying the treasury stock method. Share~~Merger-~~based~~related awards and warrants whose impact is anti-dilutive under the treasury stock method are excluded from the diluted net income or loss per share calculation. In loss periods, these incremental shares are excluded from the calculation of diluted loss per share, as the inclusion of approximately 1.0 million unvested restricted shares and 4.9 million warrants would have an anti-dilutive effect.Items

~~The~~We ~~following~~classify ~~number~~certain ofoperating ~~weighted-average~~expenses ~~potentially~~as ~~dilutive~~executive ~~shares~~separation ~~were~~and ~~excluded~~Merger-related ~~from~~items ~~the~~due ~~calculation~~to oftheir ~~diluted~~nonrecurring ~~net~~or ~~loss~~infrequently ~~per~~occurring ~~share because the effect of including such potentially dilutive shares would have been anti-dilutive:~~nature.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Warrants		—		—		—		—
Restricted stock		32		—		91		—
		32		—		91		—

Executive separation and Merger-related items primarily consist of non‑recurring transaction and integration‑related costs incurred in connection with the Merger. These costs include legal, audit, and advisory fees supporting Merger due diligence, securities registration and Securities and Exchange Commission filings, Merger planning, and integration activities. Integration costs include the elimination of duplicate overheads and abandonment of certain operating agreements, including fleet-specific training and facilities. The Company has additionally incurred integration costs related to aircraft maintenance bridging, and standardization of crew training. The Company separately classifies these items as they are not expected to be incurred on a recurring basis and does not anticipate incurring costs of this nature following the completion of Merger‑related integration activities.

~~Common~~Other ~~Stock~~Operating Expense

AsCosts ~~discussed~~of increw ~~Note 8~~training, wecrew ~~issued~~travel, ~~warrants~~facilities toand ~~the~~administrative ~~U.S.~~lease ~~Treasury~~expenses, toprofessional ~~purchase shares of our common stock~~fees, ~~no par value~~software, atand anall ~~exercise~~other ~~price~~administrative ~~of $3.98 per share. The exercise price~~ and ~~number~~operational ofoverhead ~~shares~~expenses ~~issuable under the warrants~~ are ~~subject~~recorded to ~~adjustment as a result of anti-dilution provisions contained in the warrants for certain stock issuances, dividends, and~~ other ~~corporate~~operating ~~actions~~expense. ~~The~~Additionally, ~~warrants~~to ~~expire on~~ the ~~fifth~~extent ~~anniversary~~that ofthese ~~the~~charges ~~date of issuance and~~ are ~~exercisable either through net share settlement or net cash settlement~~incurred, atwe ~~our~~record ~~option.~~expenses ~~The~~related ~~warrants~~to ~~were~~gains ~~accounted~~and ~~for~~losses ~~within~~on ~~equity~~asset atdisposals, aimpairment ~~grant~~charges, ~~date~~and ~~fair~~bad ~~value~~debt ~~determined~~expense ~~under~~to ~~the~~other ~~Black-Scholes~~operating ~~option pricing model~~expense. ~~As of September 30, 2025, 4,899,497 warrants were issued and outstanding.~~

WeOther ~~have not historically paid dividends on shares of our common stock. Additionally~~Expense, ~~the Treasury Loan contains restrictions that limit our ability to or prohibit us from paying dividends to holders of our common stock.~~ net

Other expense, net is comprised of interest expense on secured and unsecured debt obligations, realized and unrealized gains and losses on fair value adjustments to marketable securities and non-current investments, warrants, and put options held with EVE Holdings, Inc. (“EVE”), and our minority interest in Cape Air and our proportionate share of income or losses of Cape Air. Additionally, we have a strategic partnership with EVE for the development of electric vertical takeoff and landing (“eVTOL”) aircraft.

~~Income~~Table ~~Taxes~~of Contents

~~Our~~Results effective tax rate ("ETR") was -21.9% and 2.9% for the three and nine months ended September 30, 2025, respectively, and -1.6% and 1.0% for the three and nine months ended September 30, 2024, respectively. The Company’s ETR for all periods differed from the prior year rate, primarily as a result of ~~certain tax depreciation differences, state taxes, and changes in the valuation allowance against federal and state net operating losses.~~Operations

WeThree ~~continue~~months toended ~~maintain~~March 31, a2026 valuation allowance on a portion of our federal and state net operating losses in jurisdictions with shortened carryforward periods or in jurisdictions where our operations have significantly decreased as compared to ~~prior years in which~~ the ~~net~~three ~~operating~~months ~~losses~~ended ~~were~~March 31, ~~generated.~~2025

AsThe offollowing ~~September~~table ~~30,~~sets ~~2025,~~forth ~~the~~information ~~Company~~regarding ~~had~~our ~~aggregate federal and state net~~ operating ~~loss~~results ~~carryforwards~~for ~~of approximately $189.5 million and $153.1 million, respectively. Of~~ the ~~federal~~three ~~net~~months ~~operating~~ended ~~loss carryovers~~March 31, ~~$3.6~~2026 ~~million~~compared ~~will~~to ~~expire at~~ the ~~end~~three ofmonths ~~2038~~ended ifMarch 31, not utilized. The remaining federal net operating losses have an indefinite carryover period but can only offset eighty percent of taxable income in a given year. The state net operating losses expire between 2026 and 2042.2025:

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The tax changes enacted as a result of the OBBBA did not have a significant impact on the Company’s taxes.


	Three Months Ended
(in millions)	March 31, 2026			March 31, 2025			$ Variance		% Variance
Revenues	$	527.4		$	394.8		$	132.6	33.6	%
Operating expenses:
Wages and benefits	231.2			174.4			56.8		32.6
Aircraft and engine rent	1.9			—			1.9		NM
Maintenance and repair	113.4			76.3			37.1		48.6
Depreciation and amortization	34.5			30.6			3.9		12.7
Executive separation and Merger-related items	9.5			4.4			5.1		115.9
Other operating expense	82.7			56.2			26.5		47.2
Total operating expenses	473.2			341.9			131.3		38.4
Operating income	54.2			52.9			1.3		2.5
Total other expense	(16.6)			(16.3)			(0.3)		1.8
Income before income taxes	37.6			36.6			1.0		2.7
Income tax expense	10.7			9.5			1.2		12.6
Net income	$	26.9		$	27.1		$	(0.2)	(0.7)	%

Net income % (1)	5.1		%	6.9		%	NM		(1.8)	pts
Adjusted EBITDA (2)	$	98.2		$	87.9		10.3		11.7	%
Adjusted EBITDA % (2)	18.6		%	22.3		%	NM		(3.7)	pts
Adjusted EBITDAR (2)	$	100.1		$	87.9		12.2		13.9	%
Adjusted EBITDAR % (2)	19.0		%	22.3		%	NM		(3.3)	pts

~~Share-Based~~(1)Net ~~Compensation~~income % is net income expressed as a percentage of revenues.

~~Restricted~~(2)Adjusted ~~Stock~~EBITDA represents net income before executive separation and Merger-related items, interest expense, investment income, and other, net, income taxes, and depreciation and amortization expense. Adjusted EBITDAR represents net income before executive separation and Merger-related items, interest expense, investment income, and other, net, income taxes, depreciation and amortization expense, and aircraft and engine rent. Adjusted EBITDA % and Adjusted EBITDAR % are non-GAAP measures that represent Adjusted EBITDA and Adjusted EBITDAR, respectively, expressed as a percentage of revenues. Republic’s management uses these metrics, and it believes these metrics are also useful to investors to understand Republic’s financial performance. Adjusted EBITDA, Adjusted EBITDA %, Adjusted EBITDAR, and Adjusted EBITDAR % are included as supplemental disclosure because Republic’s management believes that they are well recognized valuation metrics in the airline industry that are frequently used by companies, investors, securities analysts, and other interested parties in comparing companies in Republic’s industry. Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools. Some of the limitations applicable to these measures include: (i) Adjusted EBITDA and Adjusted EBITDAR do not reflect the impact of certain cash charges resulting from matters Republic considers not to be indicative of its ongoing operations; (ii) Adjusted EBITDA and Adjusted EBITDAR do not reflect Republic’s cash expenditures for capital expenditures or contractual commitments; (iii) Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, Republic’s working capital needs; (iv) Adjusted EBITDA and Adjusted EBITDAR do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on its debts; (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements; and (vi) other companies in Republic’s industry may calculate Adjusted EBITDA and Adjusted EBITDAR differently than Republic does, limiting their usefulness as comparative measures. Because of these limitations, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, Adjusted EBITDAR should not be viewed as a measure of overall performance because it excludes aircraft and engine rent, which is a normal, recurring cash operating expense that is necessary to operate Republic’s business. For the foregoing reasons, each of Adjusted EBITDA, Adjusted EBITDA %, Adjusted EBITDAR, and Adjusted EBITDAR % has significant limitations which affect its use as an indicator of Republic’s profitability. Accordingly, readers are cautioned not to place undue reliance on this information.

We grant restricted stock units (“RSUs”) as part of our long-term incentive compensation to employees and non-employee members of the Board of Directors. RSUs generally vest over a period of three to five years for employees and one year for members of the Board of Directors. The restricted common stock underlying RSUs are not deemed issued or outstanding upon grant, and do not carry any voting rights.

The restricted share activity for the nine months ended September 30, 2025 is summarized as follows:

				Weighted-
				Average
	Number			Grant Date
	of Shares			Fair Value
Restricted shares unvested at December 31, 2024		1,007,415		$	1.79
Granted		515,247		$	1.04
Vested		(559,397	)	$	1.97
Forfeited		(26,576	)	$	1.67
Restricted shares unvested at September 30, 2025		936,689		$	1.28

As of September 30, 2025, there was $1.0 million of total unrecognized compensation cost related to unvested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.5 years.

Compensation cost for share-based awards is recognized on a straight-line basis over the vesting period. Share-based compensation expense for the three months ended September 30, 2025 and September 30, 2024 was $0.2 million and $0.2 million, respectively, and $0.7 million and $0.9 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Leases

As of September 30, 2025, we leased airport facilities, office space, and other property and equipment under non-cancelable operating leases. The leases generally require us to pay all taxes, maintenance, insurance, and other operating

~~expenses.~~Table ~~Operating leased expense is recognized as a rental expense on a straight-line basis over the lease term, net~~ of ~~lessor rebates and other incentives.~~Contents

~~Aggregate~~The ~~rental~~following ~~expense~~table ~~under~~presents ~~all aircraft, equipment and facility leases totaled approximately $1.4 million and $2.6 million for~~ the ~~three~~reconciliation ~~months~~of ~~ended~~net ~~September~~income ~~30,~~to ~~2025~~Adjusted ~~and~~EBITDA ~~September 30, 2024, respectively,~~ and ~~$4.9~~Adjusted ~~million~~EBITDAR ~~and $6.0 million~~ for the ~~nine~~periods ~~months~~presented ~~ended September 30, 2025 and September 30, 2024, respectively.~~below:

The components of our lease costs were as follows (in thousands):


	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025
Net income	$	26.9	$	27.1
Plus:
Depreciation and amortization	34.5		30.6
Executive separation and Merger-related items	9.5		4.4
Interest expense	16.8		14.3
Investment (income) loss and other, net	(0.2)		2.0
Income tax expense	10.7		9.5
Adjusted EBITDA	98.2		87.9
Plus:
Aircraft and engine rent	1.9		—
Adjusted EBITDAR	$	100.1	$	87.9

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease costs	$	582	$	793	$	1,801	$	2,757
Variable and short-term lease costs		1,424		2,598		4,945		6,018
Interest expense on finance lease liabilities		-		239		48		2,241
Amortization expense of finance lease assets		-		162		54		1,040
Total lease costs	$	2,006	$	3,792	$	6,848	$	12,056

The following table summarizes certain operating data that we believe are useful indicators of our operating performance for the three months ended March 31, 2026 and 2025. We believe block hours, departures, and average daily utilization of each aircraft are our primary measures in evaluating aircraft production, incurrences of revenues and operating expenses, and efficiency of the Airline.

As of September 30, 2025, our operating leases have a remaining weighted average lease term of 5.7 years and our operating lease liabilities were measured using a weighted average discount rate of 5.5%.


	Three Months Ended
Operating Highlights	March 31, 2026	March 31, 2025	% Variance
Aircraft under operation for the Partner Airlines at period end(1)(2)	275	208	32.2	%
Block hours (3)	212,479	162,967	30.4	%
Departures	106,861	85,907	24.4	%
Average daily utilization of each aircraft (hours) (4)	9.6	9.5	1.1	%
Average length of aircraft haul (miles)	546	500	9.2	%

~~Commitments~~(1)Excludes eight and ~~Contingencies~~one spare aircraft as of March 31, 2026 and 2025.

~~Litigation~~(2)Excludes 31 aircraft that have been leased under customary leasing arrangements to American Airlines as of March 31, 2026 and 2025.

We(3)Reflects ~~are~~hours ~~subject~~of toaircraft ~~certain~~movement ~~legal~~from ~~actions~~gate ~~which we consider routine~~ to ~~our~~gate ~~business~~(including ~~activities.~~taxi Astime ofbefore ~~September~~takeoff ~~30,~~and ~~2025,~~after ~~our~~landing) ~~management~~until ~~believed~~ the ~~ultimate~~aircraft ~~outcomes~~comes ~~of other routine legal matters are not likely~~ to ~~have~~rest aat ~~material~~the ~~adverse~~next ~~effect~~point ~~on our financial position, liquidity or results~~ of ~~operations~~landing.

~~Electric~~(4)Reflects ~~Aircraft~~average ~~Forward~~daily ~~Purchase~~utilization ~~Commitments~~in block hours (aircraft movement from gate to gate, including taxi time) for the greater of actual in-service aircraft or minimum contracted scheduled aircraft, if applicable.

In February 2021, we entered into a forward purchase contract with Archer for a number of eVTOL aircraft. The aggregate base commitment for the eVTOL aircraft is $200.0 million, with an option to purchase additional aircraft. Our obligation to purchase the eVTOL aircraft is subject to the Company and Archer first agreeing in the future to a number of terms and conditions, which may or may not be met. During the nine months ended September 30, 2025, the Company agreed to use reasonable best efforts to sell, assign, or transfer all rights and obligations associated with its Archer warrants and aircraft purchase agreement obligations to one or more third parties. If the Company is unable to transfer such rights and obligations by an agreed upon date, the Company and United will use commercially reasonable efforts to either terminate the remaining rights and obligations or have United assume them. Due to the transfer to United, the Company wrote off its liability associated with Archer obligations during the three months ended September 30, 2025.Revenues

InRevenues ~~July~~increased ~~2021~~$132.6 million, weor ~~entered~~33.6%, ~~into~~to a$527.4 ~~forward~~million ~~purchase~~for ~~contract~~the ~~with~~three ~~Heart~~months ~~for~~ended aMarch 31, ~~number~~2026 ofcompared ~~fully~~to ~~electric aircraft~~$394.8 ~~The~~million ~~maximum aggregate base commitment~~ for the ~~aircraft~~three ismonths $1ended March 31,~~200.0~~ ~~million~~2025, ~~with~~due anto ~~option~~30.4% toincrease ~~purchase~~in ~~additional~~block ~~aircraft.~~hour ~~Our~~production ~~obligation~~and toa ~~purchase~~24.4% ~~the~~increase ~~aircraft~~in isdepartures ~~subject~~due to ~~the~~increased ~~Company~~daily utilization and ~~Heart~~contribution ~~first~~of ~~agreeing~~additional inflying under the ~~future~~new toCPA awith ~~number~~United ofAirlines ~~terms~~as ~~and~~a ~~conditions,~~result ~~which~~of ~~may~~the orMerger, ~~may~~beginning ~~not~~November be25, ~~met~~2025.

~~Other~~Operating ~~Commitments~~expenses

WeWages ~~have~~and ~~certain~~benefits ~~contracts~~expense ~~for~~increased ~~goods~~$56.8 ~~and~~million, ~~services~~or ~~that~~32.6%, ~~require us~~ to ~~pay~~$231.2 amillion ~~penalty,~~for ~~acquire~~the ~~inventory~~three ~~specific~~months toended usMarch 31, or2026 ~~purchase~~from ~~contract-specific~~$174.4 ~~equipment,~~million asfor ~~defined~~the bythree ~~each~~months ~~respective~~ended ~~contract~~March 31, if2025. weThe ~~terminate~~increase ~~the~~was ~~contract~~primarily ~~without~~attributable ~~cause prior~~ to ~~its~~a ~~expiration date~~$48.2 ~~Because~~million ~~these~~increase ~~obligations~~in ~~are~~salaries ~~contingent~~and onwages ~~our~~due ~~termination~~largely ofto the ~~contract~~30.4% ~~without~~increase ~~cause~~in ~~prior~~block tohour ~~its~~production ~~expiration~~coupled ~~date,~~with noa ~~obligation~~$8.0 ~~would~~million ~~exist~~increase ~~unless~~in ~~such~~employee abenefits ~~termination~~expense ~~occurs~~due to increased headcount from the Merger.

~~Subsequent~~Maintenance ~~Events~~and repair expense increased $37.1 million, or 48.6%, to $113.4 million for the three months ended March 31, 2026 from $76.3 million for the three months ended March 31, 2025. The increase was primarily due to the increase of the operating fleet by 60 aircraft related to the Merger, increasing shop level maintenance expenses by $26.0 million.

Reverse Stock Split

~~Mesa~~Table ~~authorized a 15-for-1 Reverse Stock Split~~ of issued and outstanding common stock. The Reverse Stock Split is expected to occur on or about 5:00 p.m. Eastern Time on November 24, 2025, with the common stock trading on a post-split basis under the Company's expected new Nasdaq trading symbol, "RJET," at the market open on November 25, 2025.Contents

~~Amendment~~Depreciation and amortization expense increased $3.9 million, or 12.7%, to ~~Loan~~$34.5 ~~and~~million ~~Guarantee~~for ~~Agreement~~the three months ended March 31, 2026 from $30.6 million for the three months ended March 31, 2025. The increase was due to the addition of 14 new E175 aircraft, excluding the 60 E175 aircraft related to the Merger delivered since March 31, 2025.

OnOther ~~October~~operating ~~24,~~expense ~~2025,~~increased ~~the~~$26.5 ~~Company~~million, ~~entered~~or ~~into~~47.2%, ~~an Amendment (the "Amendment")~~ to ~~its~~$82.7 ~~Loan~~million ~~and~~for ~~Guarantee~~the ~~Agreement,~~three ~~dated~~months asended ~~of October 30~~March 31, ~~2020~~2026 ~~(as~~from ~~theretofore~~$56.2 ~~amended,~~million for the ~~“Loan~~three ~~Agreement”),~~months ~~among~~ended ~~Mesa~~March 31, ~~Mesa Airlines~~2025, ~~the~~primarily ~~Guarantors~~due ~~party thereto from time~~ to ~~time,~~a ~~Jefferies~~$13.9 ~~Capital~~million ~~Services,~~increase ~~LLC (as successor~~ in ~~interest~~expenses relating to increasing the ~~United~~operational ~~States~~fleet ~~Department~~from of the ~~Treasury)~~Merger. ~~(the~~Additionally, ~~“Lender”~~other oroperating ~~“Jefferies”),~~expense ~~and~~increased ~~The~~$9.0 ~~Bank~~million ofdue ~~New~~to ~~York~~$6.0 ~~Mellon~~million asassociated ~~Administrative~~with ~~Agent~~an ~~and~~increase ~~Collateral~~in ~~Agent~~crew ~~(the~~hotel ~~“Agents”)~~and ~~(collectively,~~other ~~the~~travel ~~“Parties”).~~expense ~~Capitalized~~caused ~~terms~~by ~~used~~increased ~~but~~flying ~~not~~and ~~defined~~an ~~herein~~increase ~~have~~in ~~the~~professional ~~meanings~~fees, ~~ascribed~~software tocosts, ~~them~~and infreight ~~the~~of ~~Loan~~$3.0 ~~Agreement~~million.

~~Under~~Other ~~the terms of the Amendment~~expense, Jefferies agreed to: (a) extend the Maturity Date of the Loan Agreement from October 30, 2025 to November 28, 2025, subject to the Company’s further right to extend the Maturity Date by 30 days by providing notice to the Administrative Agent to no later than November 27, 2025; (b) reduce the interest rate under the Loan Agreement to zero percent (0%) for a period of 90 days from the date of the Amendment; (c) waive the restrictions on Fundamental Changes and Organizational Document amendments in connection with the Merger; (d) waive the Collateral Coverage Ratio through the Maturity Date, and (e) subject to the payment in full of the obligations under the Loan Agreement on the Maturity Date, reduce the principal amount of the Obligations under the Loan Agreement by $12.3 million (collectively, the “Amendments”). net

InOther ~~connection~~expense, ~~with~~net ~~the~~increased ~~execution~~$0.3 ofmillion, ~~the~~or ~~Amendment~~1.8%, ~~(i)~~to ~~Mesa~~$16.6 ~~Airlines~~million ~~entered~~for ~~into~~the athree ~~Security~~months ~~and~~ended ~~Control~~March 31, ~~Agreement~~2026 ~~with~~from ~~Jefferies pursuant to which Mesa Airlines deposited~~ $3116.93 million ~~into~~for athe ~~collateral~~three ~~account~~months ~~controlled~~ended ~~by Jefferies and agreed to pledge an aircraft engine~~March 31, ~~each~~2025. asThe ~~collateral~~table ~~for~~below ~~the~~presents ~~obligations under~~ the ~~Loan Agreement, and~~ (iiincrease) ~~Mesa~~decrease ~~Airlines~~related ~~agreed~~ to ~~pay~~the ~~Jefferies~~changes ain ~~non-refundable~~other ~~advisory fee of $3.5 million~~expense, ~~payable on the earlier of the approval of the Merger and the Maturity Date.~~net:

Held for Sale Assets


(in millions)
Unrealized loss from marketable securities	$	(0.7)
Interest expense	(2.5)
Other, net	2.9
Total	$	(0.3)

~~Subsequent~~Income totax ~~September 30, 2025, the following events occurred related to held for sale assets:~~expense

~~The~~We ~~Company~~recorded ~~closed~~income ~~the~~tax ~~sale~~expense of ~~nine~~$10.7 ~~CRJ-900~~million ~~airframes~~for ~~and~~the ~~ten~~three GEmonths ~~Model~~ended ~~CF34-8C~~March 31, ~~engines~~2026, compared to ~~third~~income ~~parties~~tax expense of $9.5 million for ~~gross~~the ~~proceeds~~three months ended March 31, 2025 at an effective tax rate of ~~$15~~28.05% ~~million~~and 26.0%, ~~$12~~respectively.1 ~~million~~Our effective tax rates differ from the federal statutory rate of ~~which~~21.0% ~~was~~primarily ~~used~~due to ~~pay~~state ~~down~~income ~~our~~taxes ~~UST~~and ~~Loan~~certain non-deductible expenses.

~~The~~Liquidity ~~sale of eight GE Model CF34-8C engines previously expected to be sold to a third party for $6.2 million did not close. The Company has entered into agreements with other buyers for all eight engines~~ and ~~expects~~Capital ~~to receive slightly less proceeds than the original amount that the engines were expected to sell for.~~Resources

~~The~~We ~~Company~~require ~~entered~~cash ~~into~~to anfund ~~agreement~~our ~~with~~operating aexpenses ~~third~~and ~~party~~working ~~for~~capital ~~the~~requirements, ~~sale~~including ofoutlays ~~all~~to ~~remaining~~fund ~~CRJ~~capital ~~spare~~expenditures, ~~parts~~aircraft aspre-delivery ~~well~~deposit aspayments ~~six~~(“PDP”), ofmaintenance ~~the~~expenses, ~~eight~~and ~~engines~~debt ~~mentioned~~service ~~above~~obligations, ~~that~~including ~~did~~principal ~~not~~and ~~close~~interest payments. ~~The~~Our ~~Company~~cash ~~expects~~needs vary from period to ~~receive~~period, aprimarily ~~minimum~~based on the timing and costs of $7significant maintenance events and capital expenditures.0 ~~million~~Our principal sources of liquidity are cash on hand and upliquid investments, including investments in marketable securities, cash generated from operations, and funds raised from external borrowings or capital offerings. In the near term, we expect to ~~$13~~fund our primary cash requirements through cash generated from operations, and cash and cash equivalents on hand (including our investments in marketable securities), and funds from new borrowings on aircraft deliveries and our aviation campus.2 ~~million~~There is no assurance that we will be successful in ~~proceeds~~securing ~~for~~any ~~the~~additional ~~sale~~liquidity offrom ~~such~~external ~~assets~~creditors. We believe that cash flow from operating activities coupled with existing cash, cash equivalents, and marketable securities will be adequate to fund our operating and capital needs through at least the next 12 months.

~~The~~As ~~Company~~of ~~recorded~~March 31, an2026, ~~impairment~~we ~~loss~~had ofa ~~approximately~~working capital deficit of $733.17 million. ~~associated~~The ~~with~~airline ~~held~~industry ~~for~~is ~~sale~~highly ~~accounting~~capital ~~treatment~~intensive ofdue to the ~~spare~~nature ~~parts~~ and ~~engines~~financing methods for its fleet assets used to generate operating cash flows. If we fail to generate sufficient funds from operations to repay such obligations, ~~which~~we may need to raise capital through the issuance of equity or obtain or refinance borrowings to meet our existing obligations. There can be no assurance that such equity transactions or borrowings will be ~~reflected~~available inor, ~~our~~if ~~financial~~available, ~~statements~~will ~~for~~be ~~the~~at ~~fourth~~terms, ~~fiscal~~rates, ~~quarter~~or ofprices ~~2025~~acceptable to us.

~~Item~~Table ~~2. Management's Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~ Contents

The following ~~discussion~~table ~~and~~summarizes ~~analysis of~~ our ~~financial~~total ~~condition~~cash and ~~results~~marketable ofsecurities ~~operations~~as ~~should~~of ~~be read together with our condensed consolidated financial statements~~March 31, ~~the~~2026 ~~accompanying~~and ~~notes~~December 31, ~~and~~2025 ~~the~~as ~~other~~well ~~financial information included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that involve risks and uncertainties such~~ as our ~~plans~~operating, ~~estimates~~investing, and ~~beliefs.~~financing ~~Our~~cash ~~actual~~flow ~~results~~activities ~~could~~for ~~differ materially from those discussed in~~ the ~~forward-looking~~three ~~statements~~months ~~below.~~ended ~~Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q~~March 31, ~~particularly~~2026 ~~in the sections titled "Cautionary Notes Regarding Forward-Looking Statements" above~~ and ~~"Risk Factors" below.~~2025:

Overview


(in millions)	March 31, 2026		December 31, 2025		$ Variance		% Variance
Cash, cash equivalents, and restricted cash	$	133.5	$	157.7	$	(24.2)	(15.3	%)
Marketable securities	162.1		162.2		(0.1)		(0.1)
Total	$	295.6	$	319.9	$	(24.3)	(7.6)	%

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. ("Mesa," "Mesa Airlines," the "Company," "we," "our," or "us") is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 76 cities in 32 states, and Mexico. As of September 30, 2025, Mesa operated a fleet of 60 Embraer 175 ("E-175") regional aircraft with approximately 234 daily departures. The aircraft in Mesa’s fleet were operated under the Company’s Capacity Purchase Agreement ("CPA"), as United Express, pursuant to the terms of the CPA entered into with United. Except as set forth in the following sentence, all of the Company’s consolidated contract revenues for the three and nine months ended September 30, 2025 and September 30, 2024 were derived from operations associated with the CPA, leases of aircraft to a third party, and Mesa Pilot Development ("MPD"). Revenues during the nine months ended September 30, 2024 also included revenues derived from our Flight Services Agreement ("FSA") with DHL Network Operations (USA), inc. ("DHL"), which terminated in March 2024. Additionally, our leases of aircraft to a third party terminated upon the sale of such aircraft to United during fiscal year 2024.


	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025		$ Variance		% Variance
Net cash provided by operating activities	$	57.8	$	53.8	$	4.0	7.4	%
Net cash used in investing activities	(92.0)		(41.6)		(50.4)		121.2
Net cash provided by (used in) financing activities	10.0		(35.9)		45.9		NM

~~Our~~During ~~United CPA provides us guaranteed monthly revenue for each aircraft under contract, a fixed fee for each block hour (~~the ~~number~~three ofmonths ~~hours~~ended ~~during which the aircraft is in revenue service~~March 31, ~~measured from the time of gate departure before take-off until the time of gate arrival at the destination) and flights actually flown~~2026, ~~and~~total reimbursement of certain direct operating expenses in exchange for providing regional flying on behalf of United. Our CPA also shelters us from many of the elements that cause volatility in airline financial performancecash, ~~including~~cash ~~fuel prices~~equivalents, ~~variations~~restricted ~~in ticket prices~~cash, and ~~fluctuations~~marketable insecurity ~~number~~positions ofdecreased ~~passengers~~$24.3 ~~In providing regional flying under our CPA~~million, weor ~~use the logos~~7.6%, ~~service~~to ~~marks,~~$295.6 ~~flight~~million ~~crew~~as ~~uniforms and aircraft paint schemes~~ of ~~United. United controls route selection~~March 31, ~~pricing,~~2026 ~~seat~~from ~~inventories,~~$319.9 ~~marketing~~million ~~and~~as ~~scheduling,~~of ~~and provide us with ground support services~~December 31, ~~airport landing slots and gate access~~2025.

~~Components~~Net cash provided by operating activities increased $4.0 million, or 7.4%, to $57.8 million during the three months ended March 31, 2026 from $53.8 million during the three months ended March 31, 2025. The increase was attributable to the increase in earnings excluding non-cash expenses, coupled with changes in working capital accounts from the timing of ~~Results~~collection of ~~Operations~~receivables and settlement of liabilities when compared to the three months ended March 31, 2025.

~~The~~Net ~~following~~cash ~~discussion~~used ~~summarizes~~in investing activities increased $50.4 million to $92.0 million net cash used during the ~~key~~three ~~components~~months ended March 31, 2026 from $41.6 million net cash used during the three months ended March 31, 2025. We acquired three E175 regional aircraft during the three months ended March 31, 2026, compared to the acquisition of ~~our~~one ~~condensed~~E175 ~~consolidated~~regional ~~statements~~aircraft during the three months ended March 31, 2025, which increased overall capital expenditures by $53.8 million. Additionally, we purchased $38.7 million and redeemed $40.0 million in marketable securities and investments during the three months ended March 31, 2026, compared to purchases of ~~operations~~$38.4 million and ~~comprehensive~~redemptions ~~loss~~of $45.0 million in marketable securities and investments during the three months ended March 31, 2025.

~~Operating~~Net ~~Revenues~~cash provided by (used in) financing activities changed $45.9 million to $10.0 million net cash provided for the three months ended March 31, 2026 compared to $35.9 million net cash used for the three months ended March 31, 2025. During the three months ended March 31, 2026, we obtained secured borrowings resulting in cash inflows of $64.4 million, compared to obtaining secured borrowings resulting in cash inflows of $22.4 million during the three months ended March 31, 2025.

Our ~~operating~~credit ~~revenues~~agreements ~~consist~~require ~~primarily~~that we comply with customary affirmative and negative covenants. We believe we are in compliance with all of ~~contract~~our ~~revenue~~financial covenants as ~~well~~of asMarch 31, ~~pass-through~~2026 and ~~other~~December 31, ~~revenues~~2025.

~~Contract~~Letters ~~Revenue. Contract revenue consists~~ of the fixed monthly amounts per aircraft received pursuant to our CPA with United, along with the additional amounts received based on the number of flights and block hours flown, rental revenue for aircraft leased to a third party, and revenue from participants in Mesa Pilot Development. Contract revenues we receive from our United are paid and recognized over time consistent with the delivery of service under our CPA.Credit

~~Pass-Through~~As ~~and~~we ~~Other~~enter ~~Revenue.~~new ~~Pass-through~~markets, increase leased real estate, or add leased aircraft, we are often required to provide airport authorities and ~~other~~lessors ~~revenue~~with ~~consists~~letters of ~~passenger~~credit. ~~liability~~We also provide letters of credit for our workers’ compensation insurance, ~~aircraft~~construction ~~property taxes~~activities, ~~landing~~and ~~fees~~student loans. As of March 31, 2026 and ~~other~~December 31, ~~aircraft~~2025, we had cash collateralized letters of credit totaling $20.0 million and ~~traffic~~$22.8 ~~servicing~~million, ~~costs~~respectively. ~~received~~Cash ~~pursuant~~collateralized against our letters of credit is recorded to restricted cash on our ~~agreements~~condensed ~~with~~consolidated ~~United~~balance sheets.

Operating Expenses

Our operating expenses consist of the following items:

Flight Operations. Flight operations expense includes costs related to salaries, bonuses and benefits earned by our pilots, flight attendants, and dispatch personnel, as well as costs related to technical publications, lodging of our flight crews and pilot training expenses.

Maintenance. Maintenance expense includes costs related to engine overhauls, airframe, landing gear and normal recurring maintenance, which includes pass-through maintenance costs related to our E-175 aircraft. Heavy maintenance

~~and~~Table ~~major overhaul costs on our owned E-175 fleet are deferred and amortized until the earlier~~ of the end of the useful life of the related asset or the next scheduled heavy maintenance event. All other maintenance costs are expensed as incurred, except for certain maintenance contracts where labor and materials price risks have been transferred to the service provider and require payment on a utilization basis, such as flight hours. Costs incurred for maintenance and repair for utilization maintenance contracts where labor and materials price risks have been transferred to the service provider are charged to maintenance expense based on contractual payment terms. As a result of using the direct expense method for heavy maintenance on the majority of our fleets, the timing of maintenance expense reflected in the financial statements may vary significantly from period to period.Contents

Aircraft ~~Rent. Aircraft rent expense includes costs related to leased engines~~ and ~~aircraft.~~Other Leases

~~General~~Our lease obligations consist of aircraft, spare engines, flight training equipment, terminal space, operating facilities, and ~~Administrative~~corporate real estate, which expire through 2038. ~~General~~For ~~and~~operating ~~administrative~~leases ~~expense~~with ~~includes~~terms ~~insurance~~greater ~~and~~than ~~taxes~~12 months, we record an operating lease liability and the ~~majority~~related right-of-use ~~which~~asset ~~are~~at ~~pass-through~~the ~~costs~~present value of remaining lease payments at the lease commencement date, ~~non-operational~~taking ~~administrative~~into ~~employee~~consideration ~~wages~~rental escalation provisions, when applicable. Lease obligations expected to be paid within 12 months represent current maturities and ~~related~~are ~~expenses~~classified within the current portion of operating lease liabilities to our condensed consolidated balance sheets. Lease obligations with expected repayment extending beyond 12 months are recorded to operating lease liabilities—less current portion to our condensed consolidated balance sheets in our accompanying condensed consolidated financial statements. We record our finance lease assets, ~~building~~current ~~rents~~liability, ~~real~~and noncurrent liability to property and equipment, net, current portion of long-term debt and finance leases, ~~utilities~~and long-term debt and finance leases—less current portion, ~~legal~~respectively. Amortization of the finance lease asset is recorded to depreciation and amortization expense. The interest component of the lease payment is recorded to interest expense. With the exception of our CPAs and some operating facilities, ~~audit~~we do not separate lease and ~~other~~non-lease ~~administrative~~contractual ~~expenses~~components. Provisions for residual value guarantees are not material. See Note 7, Leases, in the notes to the unaudited condensed consolidated financial statements included in this Report.

~~Depreciation~~Components ~~and~~of ~~Amortization.~~operating ~~Depreciation~~and ~~expense~~finance islease acosts ~~periodic~~for ~~non-cash~~the ~~charge~~three ~~primarily~~months ~~related~~ended ~~to aircraft~~March 31, ~~engine,~~2026 and ~~equipment~~2025, ~~depreciation.~~are ~~Amortization~~as ~~expense~~follows: ~~is a periodic non-cash charge related to our customer relationship intangible asset.~~

Asset Impairment. Asset impairment includes charges for impairments of assets either designated as held for sale or assets that are held and used but determined to have been impaired.


	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025
Operating lease cost	$	6.4	$	5.3
Finance lease cost (1)	2.4		3.0
Variable and short-term lease cost	4.5		0.8
Total lease cost	$	13.3	$	9.1

~~Other~~(1)Finance ~~Operating~~lease ~~Expenses. Other operating expenses primarily consists of fuel~~ costs ~~for~~include ~~flying~~depreciation ~~we undertake outside of our CPA (including aircraft re-positioning~~ and ~~maintenance)~~amortization ~~as well as~~ costs ~~for aircraft~~ and ~~traffic~~interest ~~servicing,~~costs ~~such~~recorded asduring ~~aircraft~~the ~~cleaning,~~three ~~passenger~~months ~~disruption~~ended ~~reimbursements~~March 31, ~~international~~2026 ~~navigation fees~~ and ~~wages~~2025 ofin ~~airport~~the ~~operations~~condensed ~~personnel,~~consolidated astatements ~~portion~~ of ~~which are reimbursable by United~~operations. All aircraft fuel and related fueling costs for flying under our CPA are directly paid and supplied by United. Accordingly, we do not record an expense or pass-through revenue for fuel supplied by United for flying under our CPA. Fuel expenses relating to MPD are paid by the Company.

~~Other~~Off-Balance ~~Income~~Sheet ~~(Expense), Net~~ Arrangements

~~Interest~~We ~~Expense~~have guaranteed certain obligations of LIFT Academy and certain third parties related to LIFT Academy. ~~Interest~~Expected ~~expense~~losses isfrom ~~interest~~guaranteed onobligations ~~our~~are ~~debt~~derived ~~incurred~~from total commitments outstanding to ~~finance~~third ~~purchases~~parties coupled with the probability of ~~aircraft,~~repayment. ~~engines,~~Total ~~and~~guaranteed ~~equipment~~obligations as of March 31, ~~including~~2026 ~~amortization~~were of$20.8 ~~debt~~million. ~~financing~~Losses ~~costs~~expected ~~and~~to ~~discounts~~be incurred from guaranteed obligations were $7.0 million as of March 31, 2026.

~~Interest~~Commitments ~~Income. Interest income includes interest income on our cash~~ and ~~cash equivalent balances.~~ Obligations

~~Gain~~From ontime ~~Investments~~to time, we enter into purchase commitments for future aircraft and engine deliveries. ~~Gain~~We regularly make PDPs to support aircraft and engines on ~~investments~~order. ~~relates~~PDPs are retained until scheduled aircraft or engine delivery occurs or when deposit amounts are no longer expected to ~~gains~~be ~~resulting~~returned ~~from~~by the ~~transfer~~manufacturer. Interest costs associated with PDPs are capitalized as a portion of ~~investments~~the inoverall ~~equity~~historical ~~securities~~cost of the related aircraft or engine and are depreciated over the estimated useful life of the asset.

Unrealized Loss on Investments, Net. Unrealized loss on investments, net relates to losses resulting from the change in fair value of investments in equity securities.

Gain on Debt Forgiveness. Gain on debt forgiveness consists of gains resulting from the forgiveness earned on our deemed prepayment associated with the United line of credit for the achievement of certain performance metrics.

Other Expense. Other expense includes expense derived from activities not classified in any other area of the condensed consolidated statements of operations and comprehensive loss.

Segment Reporting

Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing operating performance. In consideration of ASC 280, Segment Reporting, we are not organized around specific services or geographic regions. We currently operate in one service line providing scheduled flight services in accordance with our CPA.

While we operate under a capacity purchase agreement, we do not manage our business based on any performance measure at the individual contract level. Additionally, our CODM uses consolidated financial information to evaluate our performance, which is the same basis on which he communicates our results and performance to our Board of Directors.

~~The~~Table ~~CODM bases all significant decisions regarding the allocation~~ of our resources on a consolidated basis. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment.Contents

~~Results~~The following table sets forth our future contractual obligations as of ~~Operations~~March 31, 2026:

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024


(in millions)	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Current and long-term debt and finance lease obligations	$	1,044.0	$	186.7	$	290.8	$	194.2	$	372.3
Interest on debt and finance lease obligations (1)	267.5		58.7		92.0		56.6		60.2
Operating lease obligations	170.4		18.8		48.3		43.9		59.4
Finance lease obligations	70.2		9.5		19.0		38.4		3.3
Aircraft and spare engines under purchase obligations	804.1		—		612.7		191.4		—
Aviation Campus purchase commitment	27.5		27.5		—		—		—
Total	$	2,383.7	$	301.2	$	1,062.8	$	524.5	$	495.2

We(1)Interest ~~had~~calculated ~~operating~~for ~~loss~~fixed ofrate ~~$9.2~~debt ~~million~~and inestimated ~~our~~for ~~three~~variable ~~months~~rate ~~ended~~debt ~~September~~based ~~30,~~on ~~2025~~current ~~compared~~interest torates ~~operating~~as ~~loss~~ of ~~$17.0 million in our three months ended September 30~~March 31, ~~2024~~2026. InApproximately ~~our~~85% ~~three months ended September 30, 2025, we had net loss~~ of ~~$14.1~~Republic’s ~~million~~debt ~~compared~~is tofixed ~~net~~rate ~~loss of $24~~debt.~~9 million in our three months ended September 30, 2024.~~

~~Our~~We ~~operating~~have ~~results~~an order for ~~the~~26 ~~three~~Embraer ~~months~~regional ~~ended~~jets ~~September 30, 2025 improved as a result of~~ (iE175) ~~decreases~~with inexpected ~~flight~~deliveries ~~operations~~beginning ~~expense as a result of decreased pilot training and lower pilot wages; (ii) decreases~~ in ~~depreciation~~2028 ~~expense,~~through ~~primarily due to the retirement and sale of several aircraft; and (iii) decreases in impairment related to held for sale assets~~2030. ~~and the write down of E-175 aircraft. This was partially offset by a decrease in contract revenue due to fewer aircraft under contract.~~

~~Operating~~During ~~Revenues~~the year ended December 31, 2025, we executed an amendment to an existing financing arrangement to finance some additional scheduled aircraft deliveries during the year ending December 31, 2026, which provides funding for a portion of the total aircraft cost, is secured by the related aircraft, and is funded upon each delivery. Additionally, we entered into a new credit facility secured by spare engines. As of March 31, 2026, the remaining maximum borrowings allowable under the agreements is approximately $51 million.

	Three Months Ended September 30,
	2025		2024		Change
Operating revenues ($ in thousands):
Contract	$	65,968	$	93,806	$	(27,838	)	(29.7	)%
Pass-through and other		24,708		21,451		3,257		15.2	%
Total operating revenues	$	90,676	$	115,257	$	(24,581	)	(21.3	)%
Operating data:
Available seat miles—ASMs (thousands)		1,019,679		947,328		72,351		7.6	%
Block hours		43,117		42,495		622		1.5	%
Revenue passenger miles—RPMs (thousands)		852,696		787,251		65,445		8.3	%
Average stage length (miles)		636		540		96		17.8	%
Contract revenue per available seat mile—CRASM (in cents)	¢	6.47	¢	9.90	¢	(3.43	)	(34.6	)%
Passengers		1,316,088		1,435,580		(119,492	)	(8.3	)%

In each of the three months ended March 31, 2026 and 2025, the Company completed certain milestones in the construction of a new flight aviation campus and corporate headquarters in Carmel, Indiana (the “Aviation Campus”). The Aviation Campus houses a training center that, once fully integrated with pre-Merger Mesa Airlines operations, will be used to perform substantially all of the Company’s training activities for pilots, flight attendants, maintenance technicians, and dispatchers and houses eight full motion simulators along with flat panel simulators, cabin trainers, and classrooms. Additionally, the Aviation Campus includes overnight accommodations used exclusively by the Company’s associates in training, our corporate headquarters (completed January 2026), and a parking garage. Additionally, the Company began construction on additional overnight accommodations, which is expected to be completed in 2026. The interest costs associated with the Aviation Campus, which are not significant during the periods presented, are capitalized as a portion of the overall historical cost and depreciated over the estimated useful life of the asset.

~~"Available~~We ~~seat~~have ~~miles"~~long-term oragreements ~~"ASMs"~~relating ~~means~~to ~~the~~our ~~number~~maintenance ofcosts ~~seats~~associated ~~available~~with ~~for~~engines, ~~passengers~~auxiliary ~~multiplied~~power byunits ~~the~~(“APU”), ~~number~~avionics, ofand ~~miles~~other ~~the~~aircraft ~~seats~~equipment. ~~are~~The ~~flown.~~following agreements comprise our long-term maintenance agreements for various airframe and engine components as of March 31, 2026:

"Average stage length" means the average number of statute miles flown per flight segment.


Maintenance Agreement						Termination
APUs						December 2034
Avionics						December 2029
Engines						December 2037
Wheels and Brakes						September 2030

~~“Block~~Certain ~~hours”~~fixed ~~means~~agreements ~~the~~include ~~number~~a ofguaranteed ~~hours~~minimum ~~during~~payment ~~which~~amount ~~the~~based ~~aircraft~~on isflight inhours, ~~revenue service~~departures, ~~measured~~or ~~from~~other ~~the~~measures. ~~time~~Aggregate ofpayments ~~gate~~under ~~departure~~long-term ~~before~~maintenance ~~take-off~~agreements ~~until~~were ~~the~~$43.6 ~~time~~million ofand ~~gate~~$36.7 ~~arrival~~million atfor the ~~destination~~three months ended March 31, 2026 and 2025, respectively.

~~"CRASM" means contract revenue divided by ASMs.~~ Taxes

~~"RPM"~~We ~~means~~recorded income tax expense of $10.7 million and $9.5 million, during the ~~number~~three months ended March 31, 2026 and 2025, respectively, at an effective tax rate of ~~miles~~28.5% ~~traveled~~and by26.0%, ~~paying~~respectively. ~~passengers~~We utilize Federal NOLs against our current period taxable income. Our Federal NOL deferred tax assets are largely generated from the accelerated tax depreciation on aircraft and other significant asset acquisitions. Based on our expected utilization and expiration of our NOL deferred tax assets as well as anticipated aircraft deliveries, we expect to become a cash tax-paying entity in 2028.

Total operating revenue decreased by $24.6 million, or 21.3%, to $90.7 million for our three months ended September 30, 2025 as compared to our three months ended September 30, 2024. Contract revenue decreased by $27.8 million, or 29.7%, to $66.0 million, primarily due to fewer aircraft under contract. Our block hours flown during our three months ended September 30, 2025, increased 1.5% compared to the three months ended September 30, 2024 due to an increase in the average stage length. Our pass-through and other revenue increased by $3.3 million, or 15.2%, to $24.7 million compared to our three months ended September 30, 2024 due to an increase in pass-through maintenance related to our E-175 fleet.

~~Operating~~Table ~~Expenses~~of Contents

	Three Months Ended September 30,
	2025		2024		Change
Operating expenses ($ in thousands):
Flight operations	$	35,656	$	37,870	$	(2,214	)	(5.8	)%
Maintenance		42,250		47,560		(5,310	)	(11.2	)%
Aircraft rent		396		3,501		(3,105	)	(88.7	)%
General and administrative		10,912		11,391		(479	)	(4.2	)%
Depreciation and amortization		2,262		7,195		(4,933	)	(68.6	)%
Asset impairment		7,326		22,786		(15,460	)	(67.8	)%
Other operating expenses		1,051		1,987		(936	)	(47.1	)%
Total operating expenses	$	99,853	$	132,290	$	(32,437	)	(24.5	)%
Operating data:
Available seat miles—ASMs (thousands)		1,019,679		947,328		72,351		7.6	%
Block hours		43,117		42,495		622		1.5	%
Average stage length (miles)		636		540		96		17.8	%
Departures		21,604		23,529		(1,925	)	(8.2	)%

Critical Accounting Policies and Estimates

~~Flight~~Our Management’s Discussion and Analysis of Financial Condition and Results of Operations. ~~Flight~~(“MD&A”) ~~operations~~is ~~expense~~based ~~decreased~~upon ~~$2.2~~our ~~million~~condensed consolidated financial statements, orwhich 5have been prepared in accordance with U.~~8%,~~S. Generally Accepted Accounting Principles. The preparation of financial statements in conformity with those accounting principles requires us to ~~$35~~make judgments and estimates that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.7 ~~million~~Those ~~for~~judgments and estimates have a significant effect on the financial statements because they result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ from those estimates. Our critical accounting estimates, which are described in our ~~three~~Annual ~~months~~Report on Form 10-K for the fiscal year ended ~~September~~December 3031, 2025, ~~compared~~are tofrequently evaluated as our ~~three~~judgment ~~months~~and ~~ended~~estimates ~~September~~are ~~30,~~based ~~2024~~upon historical experience and on various other assumptions that we believe to be reasonable under the circumstances. ~~The~~During ~~decrease~~the ~~was~~first ~~primarily~~three ~~driven~~months byof ~~decreased~~fiscal ~~pilot~~year ~~training~~2026, ~~expense~~there ~~and~~were ~~lower~~no ~~pilot~~material ~~wages~~changes to our critical accounting estimates as adescribed ~~result~~in ofthe ~~decreases~~MD&A included in ~~headcount~~our ~~and~~Annual ~~operating~~Report aon ~~single~~Form E10-~~175~~K ~~fleet~~for ~~type~~the year ended December 31, 2025.

~~Maintenance.~~Recent ~~Aircraft~~Accounting maintenance expense decreased $5.3 million, or 11.2%, to $42.3 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. This decrease was primarily driven by a decrease in labor and other expense. Total pass-through maintenance expenses reimbursed by United increased by $4.1 million during our three months ended September 30, 2025 compared to our three months ended September 30, 2024.Pronouncements

~~The~~See ~~following~~Note ~~table~~2, ~~presents~~Summary ~~information~~of ~~regarding~~Significant ~~our~~Accounting ~~maintenance~~Policies, ~~costs~~included ~~during~~in the ~~three~~accompanying ~~months~~notes ~~ended~~to ~~September~~the ~~30,~~condensed ~~2025~~consolidated ~~and~~financial ~~September 30, 2024 (in thousands):~~statements.

	Three Months Ended September 30,
	2025		2024			Change
Engine overhaul	$	—	$	(526	)	$	526		(100.0	)%
Pass-through engine overhaul		5,933		5,415			518		9.6	%
C-check		635		1,066			(431	)	(40.4	)%
Pass-through C-check		6,271		7,165			(894	)	(12.5	)%
Component contracts		2,286		4,509			(2,223	)	(49.3	)%
Rotable and expendable parts		1,837		5,044			(3,207	)	(63.6	)%
Other pass-through		10,634		6,160			4,474		72.6	%
Labor and other		14,654		18,727			(4,073	)	(21.7	)%
Total	$	42,250	$	47,560		$	(5,310	)	(11.2	)%

Aircraft Rent. Aircraft rent expense decreased $3.1 million, or 88.7%, to $0.4 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. The decrease is primarily due to fewer engine lease costs during our three months ended September 30, 2025.

General and Administrative. General and administrative expense decreased $0.5 million, or 4.2%, to $10.9 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. The decrease is primarily driven by decreases in wages.

Depreciation and Amortization. Depreciation and amortization expense decreased by $4.9 million, or 68.6%, to $2.3 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024 due to aircraft in our fleet being sold or classified as non-depreciable assets held for sale.

~~Asset~~Table ~~Impairment. Asset impairment~~ of $7.3 million was recorded for our three months ended September 30, 2025 related to held for sale assets. There was $22.8 million of asset impairment recorded for the three months ended September 30, 2024 related to held for sale assets.Contents

~~Other~~Item ~~Operating Expenses~~3. ~~Other~~Quantitative ~~operating~~And ~~expenses~~Qualitative ~~decreased~~Disclosures byAbout ~~$0.9~~Market million, to $1.1 million for our three months ended September 30, 2025 compared to our three months ended September 30, 2024. The decrease is primarily attributable to lower interrupted trip expense during the three months ended September 30, 2025.Risk

~~Other~~Aircraft ~~Income/(Expense)~~ Fuel

~~Other~~Pursuant ~~income (expense) increased by $5.1 million,~~ to ~~$(2.4) million for~~ our ~~three~~capacity ~~months~~purchase ~~ended~~agreements, ~~September~~American 30Airlines, ~~2025,~~Delta ~~compared~~Air toLines, ~~our~~and ~~three~~United ~~months~~Airlines ~~ended~~have ~~September~~agreed ~~30,~~to ~~2024.~~materially ~~The~~bear ~~increase~~the iseconomic ~~primarily~~risk ~~attributable~~of tofuel aprice ~~decrease~~fluctuations inon ~~interest~~our ~~expense~~contracted flights.

~~Income~~Interest ~~Taxes~~ Rates

~~The~~Our ~~income~~earnings ~~tax~~and ~~expense~~cash ~~totaled~~flows ~~$2.5~~can ~~million~~be ~~for~~affected ~~the~~by ~~three~~changes ~~months~~in ~~ended~~interest ~~September~~rates ~~30,~~from ~~2025~~interest ~~compared to a tax~~ expense ofon ~~$0.4~~variable-rate ~~million~~debt ~~for~~instruments ~~the~~and ~~three~~interest ~~months~~income ~~ended~~on ~~September~~marketable ~~30, 2024~~securities. The ~~effective~~majority ~~tax~~of ~~rate~~our ~~("ETR") was~~ long-~~21.9%~~term ~~for~~debt ~~the~~portfolio ~~three~~is ~~months~~currently ~~ended~~protected ~~September~~from 30this risk, ~~2025~~as ~~compared~~approximately ~~to -1.6~~85% ~~for~~of ~~the~~our ~~three~~debt ~~months~~is ~~ended~~at ~~September~~a ~~30,~~fixed ~~2024~~rate. ~~Our~~The ~~ETR~~effect ~~during~~to ~~the~~interest ~~three~~expense ~~months~~from ~~ended~~increased ~~September~~market ~~30,~~interest ~~2025~~rates ~~and~~is ~~September~~expected ~~30,~~to ~~2024~~be ~~differed~~offset ~~from~~by ~~the~~interest ~~three~~income ~~months~~available ~~ended~~to ~~September~~us ~~30,~~on ~~2024,~~our ~~primarily~~marketable ~~as a result of certain tax depreciation differences~~securities, ~~state~~therefore ~~taxes,~~having ~~and~~a ~~changes~~minimal inimpact ~~the~~to ~~valuation~~our ~~allowance~~results ~~against~~of ~~federal and state net operating losses~~operations.

We ~~continue~~currently tohave ~~maintain~~secured aborrowings ~~valuation allowance~~ on a portion of ~~our~~the ~~federal~~Aviation Campus and ~~state~~the ~~net~~ability ~~operating~~to ~~losses~~finance inthe ~~jurisdictions~~remaining ~~with~~elements ~~shortened~~and ~~carryforward~~the ~~periods~~acquisition of aircraft through third-party leases or secured borrowings. Changes in ~~jurisdictions~~prevailing ~~where~~market interest rates may impact the actual cost to obtain financing on these assets. To the extent that we place these aircraft in service under our ~~operations~~CPAs, ~~have~~our ~~significantly~~reimbursement ~~decreased~~rates asmay ~~compared~~not be adjusted to ~~prior~~reflect ~~years~~any changes in ~~which~~underlying ~~the~~ownership ~~net~~costs. ~~operating~~A ~~losses~~hypothetical ~~were~~50 ~~generated~~basis point change in market interest rates would not have a material effect on our financial results.

AsLabor ~~of September 30, 2025, the Company had aggregate federal~~ and ~~state~~Inflation net operating loss carryforwards of approximately $189.5 million and $153.1 million, respectively. Of the federal net operating loss carryovers, $3.6 million will expire at the end of 2038 if not utilized. The remaining federal net operating losses have an indefinite carryover period but can only offset eighty percent of taxable income in a given year. The state net operating losses expire between 2026 and 2042.Risk

~~Nine~~The ~~Months~~global ~~Ended~~economy ~~September~~has 30experienced, ~~2025~~and ~~Compared~~continues to ~~Nine~~experience, ~~Months~~high ~~Ended~~rates ~~September~~of 30inflation. We cannot predict how long these inflationary pressures will continue, ~~2024~~or how they may change over time, but we expect to see continued impacts on the global economy and our Company.

WeAs ~~had~~a ~~operating~~result, ~~loss~~our ofcosts ~~$66.6~~have ~~million~~become, inand ~~our~~we ~~nine~~expect ~~months~~they ~~ended~~will ~~September~~continue 30to be, ~~2025~~subject ~~compared~~to inflationary pressures, and we may not be able to ~~operating~~fully ~~loss~~offset ofsuch ~~$14.4~~higher ~~million~~costs inthrough price increases under our ~~nine~~CPAs. ~~months~~Wages ~~ended~~and ~~September~~benefits ~~30,~~expenses ~~2024~~represented 48.9% Inof our ~~nine~~total operating expenses for the three months ended ~~September 30~~March 31, ~~2025~~2026. For illustrative purposes, wea ~~had~~hypothetical ~~net~~increase ~~loss~~of 25% of ~~$51.9~~our ~~million~~wages ~~compared~~and tobenefits ~~net~~during ~~loss~~the ofthree ~~$33.2~~months ~~million~~ended inMarch 31, 2026, would have increased our ~~nine~~operating ~~months~~expenses ~~ended~~by ~~September~~approximately ~~30,~~$58 ~~2024~~million.

Our ~~operating~~inability ~~results~~or ~~for~~failure ~~the~~to ~~nine~~offset ~~months~~material ~~ended~~increases ~~September~~in ~~30,~~costs ~~2025~~due ~~worsened~~to asinflation aand/or ~~result~~labor ofcosts ~~(i)~~could ~~decreases~~harm inour ~~contract~~business, ~~revenue~~financial ~~due~~condition, toand ~~reduced~~operating ~~block~~results. ~~hours~~Additionally, ~~flown~~in ~~and~~the ~~fewer~~event ~~aircraft~~we ~~under~~are ~~contract;~~unable to hire and ~~(ii)~~retain ~~greater~~qualified ~~impairment~~pilots ~~associated~~and ~~with~~other ~~held~~operational ~~for~~personnel, ~~sale~~including ~~assets~~flight attendants and maintenance technicians, ~~partially~~we ~~offset~~may bybe ~~(a)~~unable ~~decreases~~to inoperate requested flight ~~operations~~schedules asunder aour ~~result~~CPAs, ofwhich ~~decreased~~could ~~pilot~~result ~~training~~in ~~and~~a ~~lower~~reduction ~~pilot~~in ~~wages;~~revenues and ~~(b)~~operating ~~decreases~~inefficiencies, insuch ~~depreciation~~as ~~expense~~incremental new-hire training costs, ~~primarily~~and ~~due~~could toharm ~~the~~our ~~retirement~~business, ~~and~~financial ~~sale~~condition, ofand ~~several~~operating ~~aircraft~~results.

Operating Revenues

	Nine Months Ended September 30,
	2025		2024		Change
Operating revenues ($ in thousands):
Contract	$	204,331	$	303,222	$	(98,891	)	(32.6	)%
Pass-through and other		73,875		54,410		19,465		35.8	%
Total operating revenues	$	278,206	$	357,632	$	(79,426	)	(22.2	)%
Operating data:
Available seat miles—ASMs (thousands)		2,906,955		2,871,758		35,197		1.2	%
Block hours		126,734		129,303		(2,569	)	(2.0	)%
Revenue passenger miles—RPMs (thousands)		2,407,543		2,396,062		11,481		0.5	%
Average stage length (miles)		614		540		74		13.7	%
Contract revenue per available seat mile—CRASM (in cents)	¢	7.03	¢	10.56	¢	(3.53	)	(33.4	)%
Passengers		3,848,177		4,371,863		(523,686	)	(12.0	)%

Total operating revenue decreased by $79.4 million, or 22.2%, to $278.2 million for our nine months ended September 30, 2025 as compared to our nine months ended September 30, 2024. Contract revenue decreased by $98.9 million, or 32.6%, to $204.3 million primarily driven by reduced block hours flown and fewer aircraft under contract compared to the nine months ended September 30, 2024. Our block hours flown during our nine months ended September 30, 2025 decreased 2.0% compared to the nine months ended September 30, 2024 due to a decrease in scheduled flying for United and fewer aircraft under contract, partially offset by an increase in average stage length. Our pass-through and other revenue increased by $19.5 million, or 35.8%, to $73.9 million compared to our nine months ended September 30, 2024 due to an increase in pass-through maintenance related to our E-175 fleet.

Operating Expenses

	Nine Months Ended September 30,
	2025		2024		Change
Operating expenses ($ in thousands):
Flight operations	$	108,404	$	132,654	$	(24,250	)	(18.3	)%
Maintenance		127,206		136,098		(8,892	)	(6.5	)%
Aircraft rent		1,818		6,593		(4,775	)	(72.4	)%
General and administrative		33,981		32,239		1,742		5.4	%
Depreciation and amortization		11,594		26,748		(15,154	)	(56.7	)%
Asset impairment		53,447		33,325		20,122		60.4	%
Loss on sale of assets		7,706		—		7,706		100.0	%
Other operating expenses		626		4,392		(3,766	)	(85.7	)%
Total operating expenses	$	344,782	$	372,049	$	(27,267	)	(7.3	)%
Operating data:
Available seat miles—ASMs (thousands)		2,906,955		2,871,758		35,197		1.2	%
Block hours		126,734		129,303		(2,569	)	(2.0	)%
Average stage length (miles)		614		540		74		13.7	%
Departures		63,660		71,192		(7,532	)	(10.6	)%

Flight Operations. Flight operations expense decreased by $24.3 million, or 18.3%, to $108.4 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The decrease was primarily driven by decreased pilot training expense and lower pilot wages as a result of fewer block hours flown, decreases in headcount, and operating a single E-175 fleet type.

Maintenance. Aircraft maintenance expense decreased $8.9 million, or 6.5%, to $127.2 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. This decrease was primarily driven by a decrease in labor and other and rotable and expendable parts, partially offset by an increase in other pass-through

engine overhaul, other pass-through costs, and C-check maintenance expenses. Total pass-through maintenance expenses reimbursed by United increased by $21.4 million during our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024.

The following table presents information regarding our maintenance costs during the nine months ended September 30, 2025 and September 30, 2024 (in thousands):

	Nine Months Ended September 30,
	2025		2024
Engine overhaul	$	82	$	(531	)	$	613		(115.4	)%
Pass-through engine overhaul		20,528		17,783			2,745		15.4	%
C-check		3,239		4,019			(780	)	(19.4	)%
Pass-through C-check		16,329		12,459			3,870		31.1	%
Component contracts		6,637		13,518			(6,881	)	(50.9	)%
Rotable and expendable parts		4,618		13,531			(8,913	)	(65.9	)%
Other pass-through		31,743		16,934			14,809		87.5	%
Labor and other		44,030		58,385			(14,355	)	(24.6	)%
Total	$	127,206	$	136,098		$	(8,892	)	(6.5	)%

Aircraft Rent. Aircraft rent expense decreased $4.8 million, or 72.4%, to $1.8 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The decrease is primarily due to fewer engine lease costs during our nine months ended September 30, 2025.

General and Administrative. General and administrative expense increased $1.7 million, or 5.4%, to $34.0 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The increase is primarily driven by increased legal fees.

Depreciation and Amortization. Depreciation and amortization expense decreased by $15.2 million, or 56.7%, to $11.6 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024 due to aircraft in our fleet being sold or classified as non-depreciable assets held for sale.

Asset Impairment. Asset impairment of $53.4 million was recorded for our nine months ended September 30, 2025 related to held for sale assets. There was $33.3 million of asset impairment recorded for our nine months ended September 30, 2024, related to held for sale assets.

Other Operating Expenses. Other operating expenses decreased by $3.8 million, to $0.6 million for our nine months ended September 30, 2025 compared to our nine months ended September 30, 2024. The decrease is primarily attributable to lower interrupted trip expense and ferry fuel costs during the nine months ended September 30, 2025.

Other Income/(Expense)

Other income (expense) increased by $32.2 million to $13.1 million for our nine months ended September 30, 2025, compared to our nine months ended September 30, 2024. The increase is primarily attributable to the write off of warrant liabilities and lower interest expense for our nine months ended September 30, 2025.

Income Taxes

The income tax benefit totaled $1.6 million for the nine months ended September 30, 2025 compared to a tax benefit of $0.3 million for the nine months ended September 30, 2024. The ETR was 2.9% for the nine months ended September 30, 2025 compared to 1.0% for the nine months ended September 30, 2024. Our ETR for the nine months ended September 30, 2025 decreased from the nine months ended September 30, 2024, due to permanent tax differences, state taxes, and changes in the valuation allowance against federal and state net operating losses.

We continue to maintain a valuation allowance on a portion of our federal and state net operating losses in jurisdictions with shortened carryforward periods or in jurisdictions where our operations have significantly decreased as compared to prior years in which the net operating losses were generated.

As of September 30, 2025, the Company had aggregate federal and state net operating loss carryforwards of approximately $189.5 million and $153.1 million, respectively. Of the federal net operating loss carryovers, $3.6 million will expire at the end of 2038 if not utilized. The remaining federal net operating losses have an indefinite carryover period but can only offset eighty percent of taxable income in a given year. The state net operating losses expire between 2026 and 2042.

Cautionary Statement Regarding Non-GAAP Measures

We present Adjusted EBITDA and Adjusted EBITDAR, which are not recognized financial measures under GAAP, in this Quarterly Report on Form 10-Q as supplemental disclosures because our senior management believes that they are well-recognized valuation metrics in the airline industry that are frequently used by companies, investors, securities analysts and other interested parties in comparing companies in our industry.

Adjusted EBITDA. We define Adjusted EBITDA as net income or loss before interest, income taxes, and depreciation and amortization, adjusted for gains and losses on investments, lease termination costs, impairment charges, and gains or losses on extinguishment of debt including write-off of associated financing fees.

Adjusted EBITDAR. We define Adjusted EBITDAR as net income or loss before interest, income taxes, depreciation and amortization, and aircraft rent, adjusted for gains and losses on investments, lease termination costs, impairment charges, and gains or losses on extinguishment of debt including write-off of associated financing fees.

Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools. Some of the limitations applicable to these measures include: (i) Adjusted EBITDA and Adjusted EBITDAR do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; (ii) Adjusted EBITDA and Adjusted EBITDAR do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (iii) Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, our working capital needs; (iv) Adjusted EBITDA and Adjusted EBITDAR do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future; (vi) Adjusted EBITDA and Adjusted EBITDAR do not reflect gains and losses on investments, which are non-cash gains and losses but will occur in periods when there are changes in the value of our investments in equity securities; and (vii) Adjusted EBITDA and Adjusted EBITDAR do not reflect any cash requirements for such replacements and other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDAR differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA and Adjusted EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, Adjusted EBITDAR should not be viewed as a measure of overall performance because it excludes aircraft rent, which is a normal, recurring cash operating expense that is necessary to operate our business. For the foregoing reasons, each of Adjusted EBITDA and Adjusted EBITDAR has significant limitations which affect its use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this information.

Adjusted EBITDA and Adjusted EBITDAR

The following table presents a reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDAR (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Reconciliation:
Net loss	$	(14,124	)	$	(24,917	)	$	(51,898	)	$	(33,165	)
Income tax expense (benefit)		2,539			393			(1,564	)		(345	)
Loss before taxes		(11,585	)		(24,524	)	$	(53,462	)	$	(33,510	)
Gain on investments		—			(1,578	)		—			(8,032	)
Unrealized loss on investments, net		—			71			11			8,595
Adjustments(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)		9,861			25,951			48,223			29,378
Adjusted loss before taxes		(1,724	)		(80	)		(5,228	)		(3,569	)
Interest expense		2,829			7,624			11,419			27,296
Interest income		(69	)		(23	)		(167	)		(54	)
Depreciation and amortization		2,262			7,195			11,594			26,748
Adjusted EBITDA	$	3,298		$	14,716		$	17,618		$	50,421
Aircraft rent		396			3,501			1,818			6,593
Adjusted EBITDAR	$	3,694		$	18,217		$	19,436		$	57,014
(1) $22.8 million and $33.3 million impairment loss related to held for sale assets during the three and nine months ended September 30, 2024, respectively.
(2) $1.2 million and $2.6 million in third party costs associated with significant or non-recurring transactions during the three and nine months ended September 30, 2024, respectively.
(3) $1.9 million and $1.7 million net loss on the disposal of assets during the three and nine months ended September 30, 2024, respectively.
(4) $0.1 million and $1.3 million loss on deferred financing costs related to the retirement of debts during the three and nine months ended September 30, 2024, respectively.
(5) $10.5 million gain on debt forgiveness during the nine months ended September 30, 2024.
(6) $0.9 million loss for early payment fees on the retirement of debt during the nine months ended September 30, 2024.
(7) $7.3 million and $53.4 million impairment loss related to held for sale assets during the three and nine months ended September 30, 2025, respectively.
(8) $2.5 million and $8.7 million in third party costs associated with significant or non-recurring transactions during the three and nine months ended September 30, 2025, respectively.
(9) $1.5 million of write offs of uncollectable loans during the three and nine months ended September 30, 2025.
(10) $25.1 million gain on the write off of warrant liabilities during the three and nine months ended September 30, 2025.
(11) $1.3 million loss on deferred financing costs related to the retirement of debts during the nine months ended September 30, 2025.
(12) $7.7 million loss on the sale of assets during the nine months ended September 30, 2025.
(13) $0.7 million in miscellaneous costs associated with the sale of assets during the nine months ended September 30, 2025.

Liquidity and Capital Resources

Going Concern

During the nine months ended September 30, 2025 and fiscal year ended December 31, 2024, costs associated with the transition of our operations with American to United, ongoing carrying costs related to the parked CRJ-900 fleet that has been sold but not closed, selling costs related to the CRJ-900 airframes and GE CF34-8B/C engines, and increasing interest rates adversely impacted our financial results, cash flows, financial position, and other key financial ratios. Additionally, United had asked us to accelerate the removal of CRJ-900 aircraft and transition the pilots to our E-175 fleet, leading to increased costs and impacting our block hour capabilities while these pilots are in training.

As a result, these challenges resulted in a negative impact on the Company’s financial results highlighted by net loss of $51.9 million, primarily due to an impairment expense of $53.4 million related to held-for-sale assets, contributing to the ongoing financial distress. These conditions and events raised substantial doubt regarding our ability to continue as a going concern and to fund our operations and meet our debt obligations over the next twelve months after the filing of this Form 10-Q.

As of September 30, 2025, Mesa has $10.7 million of borrowing capacity under the United Revolving Credit Facility based on spare parts valuation. As of December 31, 2024, the Company has $68.0 million of principal maturity payments

on long-term debt due within the next twelve months including $62.2 million under our UST Loan which is due and payable on October 30, 2025, and extendable to November 28, 2025.

Mesa’s merger with Republic

Concurrently with the execution and delivery of the Merger Agreement, Republic, Mesa, and United Airlines, among other parties, entered into the TPA, pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities, and effectuate certain related transactions; (ii) United Airlines will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i); (iii) Mesa, following the Closing (and in all events immediately following the Effective Time), will conduct the Escrow Issuance; and (iv) United Airlines will reimburse the Surviving Corporation for certain specified costs and expenses.

As part of the merger closing process, the TPA among Mesa, Republic, and United outlines a structured approach to resolving Mesa’s outstanding financial obligations. Specifically, Mesa will terminate its existing capacity purchase agreement with United Airlines and dispose of certain aircraft and spare inventory assets. The proceeds from these sales, along with Mesa’s available cash, will be applied toward the repayment of substantially all trade debts, long-term liabilities, and other outstanding obligations. If any residual liabilities remain after Mesa’s resources are exhausted, United Airlines will either forgive the remaining amounts or provide a one-time cash payment at closing sufficient to fully discharge them.

Note that a Form S-4 Proxy Statement/Prospectus ("Form S-4") was filed by Mesa with the SEC for the proposed Merger, and Mesa received the Notice of Effectiveness of the Form S-4 on September 30, 2025. On September 29, 2025, Mesa filed a Form 8-K (Item 5.03) approving a change in the Company’s 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 change in the fiscal year-end was approved by the Board of Directors of Mesa on September 24, 2025.

Republic and Stockholder Approvals: Mesa held a special meeting of its stockholders on November 17, 2025, during which the Merger was approved. Republic’s stockholder approval was already obtained earlier.

Regulatory Approvals and HSR Act Compliance: All regulatory approvals have been received. The HSR waiting period expired on June 16, 2025. All necessary approvals from DOT, FAA, FCC, TSA, and foreign CAA have been received. Additionally, notification to AFAC and the necessary approvals regarding transfer of control have been obtained.

Effectiveness of SEC Registration Statement: The registration statement has been declared effective by the SEC on September 30, 2025. No stop order has been issued.

Nasdaq Listing Approval: Nasdaq has approved the shares of Mesa common stock to be issued in the Merger.

Absence of Legal Prohibition: No such legal or regulatory prohibition exists. Condition satisfied.

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