This article is based on an official regulatory filing from American Airlines Group Inc.

American Airlines Discloses 20.8% Stake in Newly Merged Republic Airways

American Airlines Group Inc. has officially confirmed a significant strategic investment in the regional aviation sector, disclosing a 20.8% beneficial ownership stake in the newly combined Republic Airways Holdings Inc. The disclosure, detailed in a Schedule 13D filing submitted to the U.S. Securities and Exchange Commission (SEC) on December 19, 2025, follows the completion of the merger between Republic Airways and Mesa Air Group.

The transaction marks a pivotal moment for U.S. regional aviation, returning Republic Airways to the public markets under the ticker symbol RJET on the NASDAQ. According to the regulatory documents, American Airlines acquired its position on November 25, 2025, the closing date of the merger. This move solidifies American’s influence over one of its most critical regional partners, ensuring operational continuity in a sector often plagued by volatility.

By converting pre-existing financial interests into equity, American Airlines has emerged as the largest shareholder among the “Big Three” U.S. carriers in the new entity. The filing reveals that American now holds approximately 9.76 million shares of the combined company, signaling a long-term commitment to the stability of its regional feeder network.

Transaction Details and Ownership Structure

The SEC filing provides a granular look at the financial mechanics behind the acquisition. American Airlines Group Inc., through its subsidiary American Airlines, Inc., acquired exactly 9,755,889 shares of Common Stock. Based on the 46,949,601 shares outstanding reported in the filing, this equates to a 20.8% ownership stake.

The shares were issued pursuant to the terms of the merger agreement between Mesa Air Group and Republic Airways. While Mesa Air Group survived as the legal entity, the transaction was structured as a “reverse merger,” resulting in the adoption of the Republic Airways Holdings Inc. name. The deal has created the world’s largest operator of Embraer E-Jets, boasting a fleet of approximately 310 aircraft and executing over 1,300 daily departures.

According to the filing, American Airlines has also entered into a Registration Rights Agreement which includes a lock-up provision. This agreement restricts the sale of the acquired shares for a period of 180 days, preventing American from divesting its stake until late May 2026. This lock-up period is standard in such large-scale consolidations, designed to prevent immediate market volatility following a public listing.

The “Big Three” and Regional Consolidation

While American Airlines holds the largest stake among the major carriers, it is not the only legacy airline with a vested interest in the new Republic Airways. The restructuring of debt and equity during the merger process has resulted in all three major U.S. carriers holding significant positions in the company.

Industry data indicates the following ownership breakdown among the major carriers:

• American Airlines: ~20.8% stake (9.76 million shares)
• United Airlines: ~18.2% stake (approx. 7.7 million shares)
• Delta Air Lines: ~14.4% stake (approx. 6.7 million shares)

This unique ownership structure highlights the critical dependence of major carriers on regional operators. Republic Airways operates flights for all three under the brands American Eagle, United Express, and Delta Connection. By holding equity, these major airlines are effectively stabilizing a key vendor that connects their global hubs,such as Chicago O’Hare, Philadelphia, and Charlotte,to smaller domestic markets.

AirPro News Analysis: Strategic Implications

The disclosure of this stake represents a defensive strategy by American Airlines rather than a simple financial investment. In the post-pandemic aviation landscape, the supply of regional pilots and operational reliability has been a consistent bottleneck. By securing a 20.8% stake, American Airlines is insulating itself against potential disruptions.

We observe that this move aligns with a broader industry trend where major carriers are taking more direct control,or at least stronger financial oversight,of their regional partners. The “Big Three” are effectively bankrolling the stability of the regional market to protect their own domestic networks. The 180-day lock-up period further suggests that American views this as a stabilizing partnership for the near term, rather than a liquid asset for immediate capital generation.

Furthermore, Republic’s return to the public market as RJET provides the regional carrier with independent access to capital, reducing the need for direct cash infusions from its major partners in the future. This financial independence, backed by the equity of its largest customers, creates a more resilient ecosystem for regional air travel.

Company Profiles

Republic Airways Holdings Inc. (The Issuer)
Headquartered in Carmel, Indiana, the newly combined entity is a powerhouse in regional aviation. It exclusively operates Embraer 170/175 aircraft, a preferred fleet type for regional routes due to its efficiency and passenger comfort. The company is now the parent of both Republic Airways and Mesa Airlines.

American Airlines Group Inc. (The Reporting Person)
Based in Fort Worth, Texas, American Airlines is one of the largest airlines in the world. Its domestic network relies heavily on the “American Eagle” brand, which is a collection of regional carriers operating under contract. The stability of partners like Republic is essential for American to maintain its schedule depth and network reach.

Frequently Asked Questions

What is a Schedule 13D filing?
A Schedule 13D is a form that must be filed with the SEC when a person or group acquires more than 5% of a voting class of a company’s equity shares. It is often used to disclose significant ownership stakes and the investor’s intent.

Can American Airlines sell these shares immediately?
No. The filing discloses a 180-day lock-up period, meaning American Airlines cannot sell these shares until late May 2026.

Does American Airlines own Republic Airways?
No. American Airlines owns a 20.8% beneficial stake. While this makes them a major shareholder, Republic Airways remains an independent company with other shareholders, including United Airlines, Delta Air Lines, and former Republic equity holders.

Sources:

• SEC Schedule 13D Filing (American Airlines Group Inc.)