Republic Airways Holdings Inc 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38626Republic Airways Holdings Inc.(Exact name of registrant as specified in its charter) 2 Brickyard LaneCarmel, Indiana 46032(Address of principal executive offices)(Zip Code)(317)484-6000Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934during the preceding 12 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company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 providedpursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers duringthe relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of the registrant’s common stock on The Nasdaq CapitalMarket) on June 30, 2025 was approximately $32,914,217 As of March12, 2026, there were 46,829,476 outstanding shares of the registrant’s Common Stock. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s proxy statement to be used in connection with the registrant’s 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report as specified. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31,2025. REPUBLIC AIRWAYS HOLDINGS INC.ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS Page No.PART ICautionary Statement Concerning Forward-Looking StatementsItem 1. BusinessItem 1A. Risk Factors21Item 1B. Unresolved Staff Comments35Item 1C. Cybersecurity35Item 2. Properties37Item 3. Legal Proceedings38Item 4. Mine Safety Disclosures38PART IIItem 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities38Item 6. [Reserved]39Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 7A. Quantitative and Qualitative Disclosures About Market Risk57Item 8. Financial Statements and Supplementary Data57Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure96Item 9A. Controls and Procedures96Item 9B. Other Information97Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections97PART IIIItem 10. Directors, Executive Officers and Corporate Governance97Item 11. Executive Compensation98Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters98Item 13. Certain Relationships and Related Transactions