MERGER WITH MESA AIR GROUP, INC. (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Business Combination

The issuance of common stock to effectuate the Merger is as follows as of November 25, 2025:

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 amounts presented herein give effect to the Reverse Stock Split.

(2)Fractional shares were settled in cash.

Merger consideration as of November 25, 2025 was as follows:

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

(1)Closing stock price of Mesa Parent common stock at close of business immediately prior to Merger closing, November 24, 2025.

(2)Includes settlement of Escrow Shares allocable to the Company accounted for as an equity participation right in the consolidated balance sheet as of November 25, 2025.

Results of operations of Mesa for the period from November 25, 2025 through December 31, 2025

(in millions)	2025
Revenues	$	42.2
Net loss	(0.5)

Schedule of Recognized Asset Acquired and Liability Assumed

The following table summarizes the preliminary purchase price allocation, including resulting goodwill:

(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

Schedule of Pro Forma Information

The following unaudited pro forma financial information presents a summary of the combined results of the Company and Mesa as if the acquisition had occurred on January 1, 2024. This pro forma information is for illustrative

purposes only and does not purport to represent what the actual results of operations would have been if the acquisition had occurred on the assumed date, nor are they necessarily indicative of the results of operations that may be achieved in the future.

(in millions)	2025		2024
Revenues	$	2,030.8	$	1,934.8
Net income (loss)	2.7		(74.1)