Republic Airways Holdings Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Appointment As an update to the previously announced chief executive officer succession plan of Republic Airways Holdings Inc. (the “Company”), on June 12, 2026, the Company’s Board of Directors (the “Board”), upon the recommendation of its Corporate Governance Committee, increased the size of the Board to seven and appointed Matthew J. Koscal as a director, effective June 15, 2026, to serve until the Company’s 2027 Annual Meeting of Stockholders, and until the election and qualification of his successor, or earlier death, resignation, retirement, disqualification or removal. The commencement of Mr. Koscal’s Board term coincides with his assumption of the role of President and Chief Executive Officer of the Company. The Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, dated April 9, 2026 (the “Proxy Statement”), contains further information regarding Mr. Koscal, including his biographical information, and such information is incorporated by reference herein. Additionally, Mr. Koscal was not appointed as a director pursuant to any arrangement or understanding with any other person, and there are no transactions involving Mr. Koscal that would be required to be reported under Item 404(a) of Regulation S-K. As an executive director, Mr. Koscal will not receive separate compensation for his service on the Board, but the Company’s Compensation Committee has approved revised compensatory terms in connection with his promotion, which are described in a Current Report on Form 8-K/A, filed by the Company concurrently with this Current Report on Form 8-K. Compensation Updates for Named Executive Officers Chief Executive Officer Transition On June 15, 2026, concurrent with Mr. Koscal’s succession to the Chief Executive Officer role, David Grizzle, the Company’s former Chief Executive Officer for a transitional period that commenced on July 1, 2025, resumed his position as non-executive Chairman of the Board and rejoined the Corporate Governance Committee. To support Mr. Grizzle’s status as an independent director of the Board subsequent to cessation in his capacity as Chief Executive Officer, on June 11, 2026, the Compensation Committee approved the acceleration of payouts of Mr. Grizzle’s compensatory arrangements related to his service as Chief Executive Officer, with each such action (including acceleration of vesting of equity awards) occurring as of June 15, 2026, notwithstanding the treatment of such compensatory arrangements as provided in Mr. Grizzle’s Transitional CEO Agreement, dated as of July 1, 2025. The Proxy Statement includes a summary of the terms of Mr. Grizzle’s compensation arrangements, prior to modification, and such information is incorporated by reference herein, to the extent required. In exchange for the receipt of an aggregate cash payout of $3,695,156 and 311,802 shares of the Company’s common stock (prior to any reduction for shares withheld to satisfy tax payments), Mr. Grizzle executed a release agreement in the form attached to his Transitional CEO Agreement. The details of Mr. Grizzle’s payout are set forth below: Accelerated base salary for the period from June 16, 2026 to June 30, 2027: $685,914 Accelerated annual cash bonus for the period from January 1, 2026 to June 30, 2027: $1,616,189 Acceleration of long-term incentive awards: 2025 awards: $582,387 and 183,297 shares 2026 performance stock units: 128,505 shares 2027 awards (based on projected amount): $796,786 Payout in lieu of twelve months of health insurance: $13,880 Furthermore, in light of the foregoing, Mr. Grizzle will not receive additional compensation as an independent director for his service through the Company’s 2027 Annual Meeting of Stockholders, subject to the Board’s customary annual review of director compensation for 2027. Executive Vice President Promotion In connection with the promotion of each of Mr. Joseph P. Allman, the Company’s Chief Financial Officer and Paul K. Kinstedt, the Company’s Chief Operating Officer, to the role of Executive Vice President, effective as of June 15, 2026, the Compensation Committee granted an additional equity award to each executive, with aggregate value of $500,000. The awards granted to each of Messrs. Allman and Kinstedt consist of: 12,557 restricted stock units (“RSUs”) with an aggregate value of $250,000, based on the volume-weighted average closing price of one share of common stock for the 30 trading days ended on June 15, 2026, rounded up to the nearest unit. The RSUs will vest in substantially equal annual increments on March 20, 2027, March 20, 2028 and March 20, 2029, subject to continued employment through the applicable vesting date. The material terms of the RSUs are set forth in the Form of Restricted Sto... 12,557 performance stock units (“PSUs”) (at “target” performance”) with an aggregate value of $250,000, based on the volume-weighted average closing price of one share of common stock for the 30 trading days ending on June 15, 2026, rounded up to the nearest unit. “Controllable Completion Factor” (“CCF”) over the three-year period commencing on January 1, 2026 will determine the number of PSUs that vest, as certified subsequent to completion of the measurement period as set forth below. C... Performance Condition Period Weight Threshold Target Max (50%) (100%) (200%) 3-Year Cumulative CCF 1/1/2026 – 12/31/2028 100% 99.40% 99.60% 99.80% ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────