Mesa Air Group Shareholders Approve Merger with Republic Airways

Rhea-AI Summary

Mesa Air Group (Nasdaq: MESA) announced that shareholders approved all proposals at its special meeting on Nov. 18, 2025, including the merger agreement with Republic Airways. The merger vote totaled 29,695,963 for, 185,635 against, and 37,271 abstentions, equal to approximately 99.25% of votes cast. Shareholders representing about 71.4% of outstanding shares entitled to vote participated. No broker non-votes were recorded. The company said it will file a Current Report on Form 8-K with the certified results. The merger remains subject to customary regulatory approvals and closing conditions and is expected to close this week.

Positive

• Shareholder approval of merger with Republic
• 29,695,963 votes in favor (≈99.25% of votes cast)
• 71.4% of outstanding shares present in person or by proxy
• Company will file a Current Report on Form 8-K with final certified results
• Deal is expected to close this week

Negative

• Merger remains subject to customary regulatory approvals and closing conditions
• 185,635 votes against and 37,271 abstentions recorded

PHOENIX, Nov. 18, 2025 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (“Mesa” or the “Company”) (Nasdaq: MESA) announced today that shareholders approved all proposals presented at the Company’s special meeting of shareholders, including the proposal to adopt the agreement and plan of merger with Republic Airways Holdings Inc. (“Republic”)

The merger proposal received 29,695,963 votes for, 185,635 votes against, and 37,271 abstentions, representing approximately 99.25% of votes cast. No broker non-votes were recorded. Shareholders representing approximately 71.4% of the outstanding shares entitled to vote were present in person or by proxy.

“We appreciate the strong and clear support our shareholders have provided,” said Jonathan Ornstein, Mesa Chairman and CEO. “This vote confirms the strategic value of combining Mesa and Republic and positions the combined company for enhanced scale and long-term stability.”

Mesa will file a Current Report on Form 8-K reporting the final, certified voting results.

The merger remains subject to customary regulatory approvals and other closing conditions and is expected to close this week.

About Mesa Air Group, Inc.

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 68 cities in 31 states and Mexico. As of October 31, 2025, Mesa operates a fleet of 60 aircraft with approximately 233 daily departures and approximately 1750 employees. Mesa operates all its flights as United Express pursuant to the terms of capacity purchase agreements entered into with United Airlines, Inc.

Forward-Looking Statements

This press release may be deemed to contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding the effects of the restatement of Mesa’s past financial statements and the filing of Mesa’s amended periodic reports. Words such as “future,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “might,” “predict,” “will,” “would,” “should,” “could,” “can,” “may,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements.

The forward-looking statements contained in this press release reflect Mesa’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of Mesa, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transaction; risks that the proposed transaction disrupts Mesa’s current plans and operations or diverts the attention of Mesa’s management or employees from ongoing business operations; the risk of potential difficulties with Mesa’s ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed transaction; the failure to realize the expected benefits of the proposed transaction; the risk that the proposed transaction may involve unexpected costs and/or unknown or inestimable liabilities; the risk that Mesa’s business may suffer as a result of uncertainty surrounding the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the transaction or any further announcements or the consummation of the transaction on the market price of Mesa Common Stock.

While forward-looking statements reflect Mesa’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. Mesa disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause Mesa’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in Mesa’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents filed by the Company from time to time with the SEC.

Contact:
Mesa Air Group, Inc.
Media
media@mesa-air.com

Investor Relations
investor.relations@mesa-air.com

FAQ

What voting result did Mesa (MESA) report for the Nov. 18, 2025 special meeting?

Mesa reported 29,695,963 votes for, 185,635 against, and 37,271 abstentions (≈99.25% of votes cast in favor).

How many Mesa (MESA) shares were represented at the Nov. 18, 2025 shareholders meeting?

Shareholders representing approximately 71.4% of outstanding shares entitled to vote were present in person or by proxy.

When is the Mesa and Republic merger expected to close for Mesa (MESA)?

The company said the merger is expected to close this week, subject to customary regulatory approvals and closing conditions.

Is the Mesa (MESA) merger with Republic final after the shareholder vote?

No; shareholder approval was obtained but the merger still requires customary regulatory approvals and other closing conditions before closing.

Where will Mesa (MESA) report the certified voting results for the Nov. 18, 2025 meeting?

Mesa will file a Current Report on Form 8-K reporting the final, certified voting results.