UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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. |
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 Stock Unit Grant Notice and Agreement under the Republic Airways Holdings Inc. 2025 Equity Incentive Plan, attached hereto as Exhibit 10.1 and incorporated by reference herein. |
| • | 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. CCF means the percentage of completed scheduled flights over which the Company had control, excluding cancelled flights due to uncontrollable factors such as weather. The material terms of the PSUs are set forth in the Form of Performance Stock Unit Grant Notice and Agreement under the Republic Airways Holdings Inc. 2025 Equity Incentive Plan, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 and incorporated by reference. |
| Performance Condition |
Period | Weight | Threshold (50%) |
Target (100%) |
Max (200%) |
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| 3-Year Cumulative CCF |
1/1/2026 – 12/31/2028 | 100 | % | 99.40 | % | 99.60 | % | 99.80 | % | |||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Form of Restricted Stock Unit Grant Notice and Agreement under the Republic Airways Holdings Inc. 2025 Equity Incentive Plan | |
| 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: June 17, 2026 |
REPUBLIC AIRWAYS HOLDINGS INC. | |||||
| By: | /s/ Joseph P. Allman | |||||
| Name: | Joseph P. Allman | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
Exhibit 10.1
RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
REPUBLIC AIRWAYS HOLDINGS INC.
2025 EQUITY INCENTIVE PLAN
Republic Airways Holdings Inc., Delaware corporation (the “Company”), pursuant to its 2025 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
| Participant: | [•] | |
| Date of Grant: | [•] | |
| Vesting Commencement Date: | [•] | |
| Number of Restricted Stock Units: | [•] | |
| Vesting Schedule: | Provided the Participant has not undergone a Termination prior to the applicable vesting date, 331⁄3% of the Restricted Stock Units will vest on each of the first, second and third anniversary of the Vesting Commencement Date (rounded down to the nearest whole number, provided that, on the final vesting date, any remaining unvested Restricted Stock Units will vest); provided, however, that: | |
| (i) Retirement. In the event of a Termination as a result of the Participant’s Qualified Retirement (as defined by the Committee from time to time in its sole discretion), a pro-rated portion (based on (x) the number of days worked since the last regularly scheduled vesting date immediately preceding such Termination or, if none, since the Vesting Commencement Date over (y) three hundred and sixty-five (365) days) of the Restricted Stock Units that would have vested on the next vesting date had the Participant not undergone a Termination prior to such date (rounded to the nearest whole number) shall immediately vest and be settled in accordance with Section 3 of the Restricted Stock Unit Agreement, subject to the Release Condition (as defined below); | ||
| (ii) Death or Disability. In the event of a Termination as a result of the Participant’s death or Disability, all unvested Restricted Stock Units shall immediately vest and be settled in accordance with Section 3 of the Restricted Stock Unit Agreement, subject to the Release Condition; | ||
| (iii) Involuntary Termination (other than in connection with a Change in Control). In the event of a Termination by the Service Recipient without Cause (other than as a result of the Participant’s death or Disability) or by the Participant for Good Reason (as defined in any employment, severance, consulting, or other similar agreement between the Participant and the Service Recipient in effect at the time of such Termination), except as otherwise provided in clause (iv) below, any Restricted Stock Units that would have vested on the next vesting date had the Participant not undergone a Termination prior to such date shall immediately vest and be settled in accordance with Section 3 of the Restricted Stock Unit Agreement, subject to the Release Condition; | ||
| (iv) Involuntary Termination following a Change in Control. In the event of a Termination by the Service Recipient without Cause or by the Participant for Good Reason (as defined in any employment, severance, consulting, or other similar agreement between the Participant and the Service Recipient in effect at the time of such Termination), in each case, within twenty-four (24) months following a Change in Control, all unvested Restricted Stock Units shall immediately vest and be settled in accordance with Section 3 of the Restricted Stock Unit Agreement, subject to the Release Condition; and | ||
| (v) Release Condition. For purposes of the foregoing clauses (i), (ii), (iii) and (iv), the “Release Condition” shall mean the execution, delivery to the Company and non-revocation of a release of claims by the Participant (or, if applicable, the Participant’s estate or legal representative, in such capacity) in the form and substance determined by the Committee (and the expiration of any revocation period contained in such release of claims) within sixty (60) days following the date of the Participant’s Termination. | ||
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| Employment Agreement. Notwithstanding anything herein to the contrary, in the event that the Participant is party to an employment, severance, consulting, or other similar agreement with the Service Recipient that is in effect at the time of Participant’s Termination and provides for more favorable treatment of the Restricted Stock Units granted hereunder upon such Termination, the terms of such agreement shall prevail to the extent there are any conflicts between such agreement and this Grant Notice. | ||
| Dividend Equivalents: | The Restricted Stock Units shall be credited with dividend equivalent payments, as provided in Section 12(c)(iii) of the Plan. | |
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THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.
| PARTICIPANT1 |
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| REPUBLIC AIRWAYS HOLDINGS INC. |
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| 1 | To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereto. |
[Signature Page to Restricted Stock Unit Grant Notice (Employees)]
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
REPUBLIC AIRWAYS HOLDINGS INC.
2025 EQUITY INCENTIVE PLAN
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and the Republic Airways Holdings Inc. 2025 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), the Company and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded, unsecured right to receive one (1) share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to the Participant under this Restricted Stock Unit Agreement by providing the Participant with a new grant notice, which may also include any terms and conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.
2. Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest as provided in the Grant Notice.
3. Settlement of Restricted Stock Units. Subject to any election by the Committee pursuant to Section 8(d)(ii) of the Plan, the Company will deliver to the Participant, without charge, as soon as reasonably practicable (and, in any event, within two and one-half (2.5) months) following the applicable vesting date, one (1) share of Common Stock for each Restricted Stock Unit (as adjusted under the Plan, as applicable) which becomes vested hereunder and such vested Restricted Stock Unit shall be cancelled upon such delivery. The Company shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant’s name or (b) cause such shares of Common Stock to be credited to the Participant’s account at the third party plan administrator. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.
4. Treatment of Restricted Stock Units Upon Termination. Subject to the Grant Notice, the provisions of Section 8(c)(ii) of the Plan are incorporated herein by reference and made a part hereof; provided, however, that in the case of a Termination as a result of the Participant’s death, unvested Restricted Stock Units will remain outstanding for one (1) month following the date of such Termination, but shall be eligible to vest only to the extent the Committee determines, during such one (1) month period, to accelerate the vesting of such unvested Restricted Stock Units, and if the Committee fails to make such determination, the unvested Restricted Stock Units will terminate without further action at the end of such period.
5. Company; Participant.
(a) The term “Company” as used in this Restricted Stock Unit Agreement with reference to service shall include the Company and its Subsidiaries.
(b) Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units may be transferred in accordance with Section 12(b) of the Plan, the word “Participant” shall be deemed to include such person or persons.
6. Non-Transferability. The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section 12(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.
7. Rights as Shareholder. Subject to any dividend equivalent payments to be provided to the Participant in accordance with the Grant Notice and Section 12(c)(iii) of the Plan, the Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a shareholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until the Participant shall have become the holder of record or the beneficial owner of such share of Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.
8. Tax Withholding. The provisions of Section 12(d) of the Plan are incorporated herein by reference and made a part hereof.
9. Notice. Every notice and/or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, which may include by electronic mail, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices and/or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company’s General Counsel or its designee, and all notices and/or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and/or communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
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10. No Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an employee or other service provider to the Company.
11. Binding Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.
12. Waiver and Amendments. Except as otherwise set forth in Section 11 of the Plan, any waiver, alteration, amendment, or modification of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
13. Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (a) canceling the Restricted Stock Units or (b) requiring that the Participant forfeit any gain realized on the disposition of any shares of Common Stock received upon settlement of the Restricted Stock Units, and repay such gain to the Company within thirty (30) days following written notice from the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Restricted Stock Unit Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations, or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with applicable law.
14. Governing Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the Grant Notice, or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice, or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
15. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and/or provisions of the Plan and the terms and/or provisions of this Restricted Stock Unit Agreement (including the Grant Notice), the Plan shall govern and control.
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16. Section 409A. It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.
17. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units, and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
19. Entire Agreement. This Restricted Stock Unit Agreement, the Grant Notice, and the Plan constitute the entire agreement of the parties hereto in respect of the grant of the Restricted Stock Units hereunder and supersede all prior agreements and understandings of the parties, oral and written, with respect to such subject matter.
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