Form 8-K
8-K — REPUBLIC AIRWAYS HOLDINGS INC.
Accession: 0001193125-26-187618
Filed: 2026-04-28
Period: 2026-04-22
CIK: 0000810332
SIC: 4512 (AIR TRANSPORTATION, SCHEDULED)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d432416d8k.htm (Primary)
EX-99.1 (d432416dex991.htm)
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8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2026
Republic Airways Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-38626
85-0302351
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2 Brickyard Lane
Carmel, Indiana
46032
(Address of principal executive offices)
(Zip Code)
(317) 484-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.001 per share
RJET
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As an update to the previously announced chief executive officer succession plan of Republic Airways Holdings Inc. (the “Company” or “Republic”), on April 22, 2026, the Company’s Board of Directors, upon the recommendation of its Corporate Governance Committee, promoted Matthew J. Koscal to the position of President and Chief Executive Officer (principal executive officer), effective June 15, 2026. Upon the effective date of appointment, David Grizzle, the Company’s current Chairman and Chief Executive Officer (principal executive officer) will resume the role of non-executive Chairman of the Board of Directors, a position previously held by Mr. Grizzle for the legacy Republic Board of Directors since 2017 (until assuming the Chief Executive Officer role), prior to its merger with Mesa Air Group, Inc. on November 25, 2025 (the “Merger”).
The Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 9, 2026, contains further information regarding Mr. Koscal and Mr. Grizzle, including their biographical information, and such information is incorporated by reference herein, to the extent required.
Additionally, Mr. Koscal was not appointed as Chief Executive Officer pursuant to any arrangement or understanding with any other person, has no family relationships with any director or executive officer of the Company, and there are no transactions involving Mr. Koscal that would be required to be reported under Item 404(a) of Regulation S-K. Republic intends to file an amendment to this filing containing the information called for by Item 5.02(c)(3) of Form 8-K within four business days after the information is determined or becomes available.
Item 7.01
Regulation FD Disclosure.
On April 28, 2026, the Company issued a press release announcing the leadership transition described in this Current Report on Form 8-K, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press release dated April 28, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2026
REPUBLIC AIRWAYS HOLDINGS INC.
By:
/s/ Joseph P. Allman
Name:
Joseph P. Allman
Title:
Senior Vice President and Chief Financial Officer
EX-99.1
EX-99.1
Filename: d432416dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Republic Airways’
Matt Koscal Appointed President and Chief Executive Officer
Effective June 15, 2026
David Grizzle to Resume Role of Non-Executive Chair
CARMEL, Ind. – April 28, 2026 – Republic Airways Holdings Inc. (NASDAQ: RJET) today announced that its Board of Directors has unanimously
named Matthew J. Koscal as President and Chief Executive Officer, effective June 15, 2026. Mr. Koscal, who joined Republic in 2014 and has served as President and Chief Commercial Officer since prior to the Company’s merger with Mesa
Air Group in November 2025, will succeed David Grizzle, who will resume the role of non-executive Chair of the Board of Directors effective the same date.
The appointment finalizes the succession plan previously disclosed in the Company’s December 2025 8-K filing,
which stated the Board’s expectation that Mr. Koscal would succeed Mr. Grizzle as CEO during the year ending December 31, 2026.
Mr. Grizzle was named CEO in July 2025 following the retirement of former CEO Bryan Bedford. Since then, he and Mr. Koscal have worked in close
partnership to lead Republic through the Company’s all-stock combination with Mesa Air Group. The transaction established Republic as one of the leading publicly traded regional airlines in the United
States and operator of the world’s largest Embraer jet fleet.
“Matt’s leadership in key roles at Republic over the past 12 years has
set the stage for today’s announced appointment. He has brought strategic vision and execution, helping to build a world-class culture and an organization recognized for its outstanding delivery of operational excellence and client service.
Through every phase of the Republic transformation, Matt has been an exceptional partner,” said Mr. Grizzle. “He’s earned the confidence of our workforce, our airline partners and our Board. I have full confidence in his
leadership, and I look forward to continuing to support him as Chair.”
“David stepped into the CEO role at a critical time and guided
Republic through a transformative merger, a return to the public markets, and the vital early stages of integration. I’m deeply grateful for his leadership and partnership during this journey. I’m humbled by the opportunity to lead
Republic and truly excited about the incredible future we will build together with our talented team and valued partners,” said Mr. Koscal.
The Company is reiterating its guidance provided during the February 2026 earnings announcement.
About Republic Airways Holdings Inc.
Founded in 1974,
Republic Airways maintains a combined fleet of 314 Embraer 170/175 aircraft, and its airlines offer scheduled passenger service on approximately 1,300 daily scheduled flights to approximately 125 cities in the United States, Canada, Mexico and the
Caribbean. The airlines provide fixed-fee flights operated under their codeshare partners’ brands: American Eagle, Delta Connection and United Express. The airlines employ more than 8,400 aviation
professionals. Learn more at www.rjet.com.
Forward-looking statements
Statements made in this press release that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions,
projections, goals, aspirations, commitments or strategies for the future, should be considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promised
outcomes and should not be construed as such. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections, goals,
aspirations, commitments and strategies reflected in or suggested by the forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,”
“intend,” “forecast,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “hope,” “likely,”
and “continue” and similar terms used in connection with statements regarding our leadership succession, merger integration, outlook, anticipated operations, the revenue environment, contractual relationships, and our anticipated
financial performance. All forward-looking statements included in this press release and accompanying statements made by management are made as of the date hereof and are based on information available to Republic as of such date. Readers should
note that many factors could affect the future operating and financial results of Republic and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this press release and accompanying
management statements. For additional information regarding factors that could cause Republic’s actual results to differ materially from expected results, please see Republic’s filing with the Securities and Exchange Commission (the
“SEC”), including the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2026, as such factors may be updated from
time to time in Republic’s filings with the SEC, which are or will be accessible on the SEC’s website at www.sec.gov. We assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in
assumptions or changes in other factors affecting these statements other than as required by applicable law.
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