Transaction Details

Footnotes

On November 25, 2025, pursuant to that Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") dated as of April 4, 2025, by and between Mesa Air Group, Inc. ("Mesa") and Republic Airways Holdings Inc. ("Republic"), among other things, (i) Republic merged with and into Mesa, with Mesa as the surviving corporation in the merger (the "Merger"), (ii) Mesa was converted from a Nevada corporation to a Delaware corporation, and (iii) Mesa was renamed Republic Airways Holdings Inc. (following the Merger, the "Issuer"). | Pursuant to the Merger Agreement, at the effective time of the Merger ("Effective Time"), each share of Republic common stock issued and outstanding immediately prior to the Effective Time of the Merger was automatically converted into the right to receive 38.9933 validly issued, fully paid, and nonassessable shares of Issuer common stock and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes.