REPUBLIC AIRWAYS HOLDINGS INC. (RJET): auditor change — Mesa Air Group and Republic Airways complete merger; new entity trades as RJET with United CPA

Engagement of New Independent Registered Public Accounting Firm. Deloitte & Touche LLP (“ Deloitte ”) served as the independent accountant of Legacy Republic prior to the completion of the Merger. Effective November 25, 2025, following the completion of the Merger, the Audit Committee of the Company’s Board of Directors approved the appointment of Deloitte as the Company’s independent registered public accounting firm.

CBIZ was dismissed as Mesa’s independent registered public accounting firm effective as of November 25, 2025.

As previously announced, the Board of Directors of Mesa unanimously approved the Reverse Stock Split and on November 24, 2025, Mesa filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split (the “ Certificate of Change ”), which became effective at 6:00 p.m. Eastern Time on such date. As a result of the Reverse Stock Split, every 15 shares of Mesa common stock issued and outstanding on the effective date of the Reverse Stock Split was consolidated into one issued and outstanding share of Mesa common stock.

New Certificate of Incorporation and Bylaws See “ Comparison of Rights of Holders of Mesa Capital Stock and Republic Capital Stock ” in the Proxy Statement/Prospectus, beginning on page 362 thereof, for a summary of the material terms of the Company’s Certificate of Incorporation and Bylaws, effective at the Effective Time, in connection with the Conversion, which information is incorporated herein by reference. Such summary does not purport to be complete and is qualified in its entirety by the full text of the Company’s Certificate of Incorporation and Bylaws (reflecting the name change to “Republic Airways Holdings Inc.”), copies of which are attached hereto as Exhibit 3.4 and 3.5, respectively, and incorporated herein by reference.

In connection with the Merger, the Company’s Board of Directors replaced Mesa’s Code of Conduct and Ethics with the Company’s Code of Business Conduct and Ethics, which applies to all directors, officers and employees, including the Company’s Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer, or persons performing similar functions.

On November 25, 2025, Mesa Air Group, Inc. (“ Mesa ”) consummated the transactions contemplated by the previously disclosed Agreement, Plan of Conversion and Plan of Merger, dated April 4, 2025 (the “ Merger Agreement ”), with Republic Airways Holdings Inc. (“ Legacy Republic ”)

Pursuant to the Three Party Agreement, on November 25, 2025, Mesa and United terminated the prior capacity purchase agreement between them and United and the Company entered into the CPA.

On October 28, 2025, Mesa Airlines, Mesa, the guarantors party thereto, Jefferies and the Agent entered into an Amendment to Loan and Guarantee Agreement (the “ Amendment ” and, the Initial Loan Agreement as amended by the Amendment, the “ Amended Loan Agreement ”), which, among other things, extended the Maturity Date to November 28, 2025 and permitted the consummation of the Merger.

Pursuant to the Payoff Letter, on November 25, 2025, Mesa Airlines repaid approximately $31.9 million, plus accrued interest and fees in full and final satisfaction of Mesa Airlines’ and its affiliates’ outstanding obligations under the Amended Loan Agreement, taking into account the previously-agreed reduction of the principal amount of the obligations under the Loan Agreement by $12.3 million, and thereby terminated the Amended Loan Agreement.

On November 25, 2025, the Company entered into a new Capacity Purchase Agreement (the “ CPA ”) with United Airlines and Mesa Airlines, Inc. (“ Mesa Airlines ”), pursuant to which the Company provides passenger service as United Express, and the prior capacity purchase agreement between Mesa and United Airlines in effect immediately prior to consummation of the Merger was terminated.

Pursuant to the Three Party Agreement, on November 25, 2025, United Airlines forgave, extinguished and released all of the debt and other obligations that Mesa Airlines and its affiliates owed to United Airlines under the Second Amended and Restated Credit and Guaranty Agreement, dated as of June 30, 2022, by and among Mesa Airlines and Mesa Air Group Airline Inventory Management, L.L.C., as the borrowers, Mesa, as a guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Wilmington Trust, National Association as successor to CIT Bank, a division of First-Citizens Bank & Trust Company, as administrative agent (as amended from time to time, the “ Debt Agreement ”).