Transaction Details

Footnotes

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