Mesa Air Group SEC Filings

Mesa Air Group, Inc. announced that its board approved a 15‑for‑1 reverse stock split of its issued and outstanding common stock, coupled with a proportional reduction in authorized common shares from 125,000,000 to 8,333,333. The action was approved under Nevada law by the board without a stockholder vote because both authorized and outstanding shares are being reduced proportionally.

The company expects the reverse split to become effective at about 5:00 p.m. Eastern Time on November 24, 2025, with the stock trading on a post‑split basis on Nasdaq the next day under the expected new symbol "RJET", assuming the pre‑market consummation of its previously announced merger with Republic Airways Holdings Inc. At the effective time, every 15 shares will automatically combine into one share, fractional shares will be rounded up to the nearest whole share, and equity awards will be adjusted proportionately, so individual ownership percentages should remain essentially unchanged aside from rounding.

Mesa Air Group (MESA) reported a sharply weaker balance sheet and ongoing losses for the nine months ended September 30, 2025, while advancing a transformative merger with Republic Airways. Operating revenue fell to $278.2 million from $357.6 million a year earlier, and the company posted a net loss of $51.9 million versus a $33.2 million loss, driven largely by $53.4 million of impairment on assets held for sale.

Total assets dropped to $158.9 million from $383.6 million, and stockholders’ equity turned more negative at $(52.6) million compared with $(1.4) million, reflecting heavy write-downs and debt. Operating cash flow swung to a use of $34.6 million from $42.1 million provided. Mesa sold 18 E-175 aircraft to United for $227.7 million and used or allocated proceeds toward debt reduction and assumed obligations, leaving United as owner of all 60 E-175s it operates.

Mesa entered a Merger Agreement under which Republic shareholders are expected to own about 88% of the surviving company and Mesa shareholders about 6%, with potential to reach roughly 12% upon meeting conditions. All listed closing conditions were met by November 20, 2025 and closing is expected on November 25, 2025. An amendment to Mesa’s Treasury Loan extended maturity to November 28, 2025, temporarily cut interest to 0%, and provides for a $12.3 million principal reduction if fully repaid at maturity. Management states that, considering the merger and related agreements with United, it has alleviated substantial doubt about Mesa’s ability to continue as a going concern over the next 12 months.

Mesa Air Group (MESA) reported that its stockholders approved key proposals related to its planned merger with Republic Airways Holdings Inc. At a special meeting, holders representing 29,918,869 shares of common stock were present out of 41,879,859 shares outstanding as of the record date, constituting a quorum.

Stockholders approved the Merger Proposal, which covers the merger of Republic into Mesa and Mesa’s conversion from a Nevada corporation to a Delaware corporation, with 29,695,963 votes in favor. They also approved the Nasdaq Stock Issuance Proposal authorizing the issuance of more than 20% of Mesa’s pre-merger common stock, including shares to Republic stockholders and in respect of escrow shares, with 29,263,853 votes for.

On an advisory basis, stockholders approved certain compensation that will or may be paid to named executive officers in connection with the merger, and they approved the Republic 2025 Equity Incentive Plan. An adjournment proposal was also approved, although it was not needed because all key merger-related items received sufficient support.

Mesa Air Group (MESA) announced that its stockholders overwhelmingly approved its planned merger with Republic Airways Holdings Inc. at a special meeting. The main merger proposal, which also converts Mesa from a Nevada to a Delaware corporation and renames it “Republic Airways Holdings Inc.” at closing, received 29,695,963 votes for and 185,635 against. As of the record date, 41,879,859 shares were outstanding, and 29,918,869 shares were represented, establishing a quorum.

Stockholders also approved a Nasdaq stock issuance proposal covering the issuance of more than 20% new common shares in connection with the merger and related escrow shares, an advisory vote on merger-related executive compensation, a new Republic 2025 Equity Incentive Plan, and an adjournment proposal. The transaction remains subject to the remaining conditions in the merger agreement and other customary closing requirements.

Mesa Air Group (MESA) filed an update noting it amended its Loan and Guarantee Agreement with Jefferies (successor to the U.S. Treasury) and provided details on its pending all‑stock merger with Republic Airways. In connection with the amendment, Mesa Airlines deposited cash in a collateral account controlled by Jefferies and pledged an aircraft engine as collateral.

For the merger, Pre‑Merger Mesa shareholders are expected to own 6%–12% of the combined company, which will be renamed Republic Airways Holdings Inc. and is expected to trade on NASDAQ as “RJET.” Escrow Shares tied to the combined company’s 20‑day average share price ending 60 days after closing will first cover any Net Debt Amount owed to United Airlines, with any remainder allocated to Pre‑Merger Mesa shareholders. Mesa reported net operating losses of $277.6 million (federal) and $150.6 million (state) as of June 30, 2025, which will be credited toward the Net Debt Amount at closing.

Mesa’s Adjusted EBITDA was $14.3 million for the six months ended June 30, 2025; Republic reported Adjusted EBITDA of $168.8 million for the same period. A special stockholder meeting is set for November 17, 2025, with closing targeted on or about November 19, 2025.

Mesa Air Group filed a current report noting it issued a press release on October 31, 2025. The release announces an amendment to its Loan and Guarantee Agreement with the United States Treasury and provides updates related to the company’s pending merger with Republic Airways Holdings Inc. The press release is furnished as Exhibit 99.1 to this report.

Mesa Air Group amended its Loan and Guarantee Agreement with Jefferies Capital Services and BNY Mellon as agent. The amendment extends the maturity from October 30, 2025 to November 28, 2025, with a further 30-day extension right by notice to the Administrative Agent to no later than November 27, 2025. The interest rate is reduced to 0% for 90 days from the amendment date.

The lenders waived restrictions on Fundamental Changes and Organizational Document amendments in connection with the planned merger of Republic Airways Holdings Inc. into Mesa, and waived the Collateral Coverage Ratio and minimum Liquidity tests through the maturity date. Upon payment in full at maturity, the principal amount of obligations will be reduced by $12.3 million.

In connection with the amendment, Mesa Airlines deposited $31.9 million into a collateral account controlled by the lender and pledged an aircraft engine as collateral. Mesa also agreed to pay Jefferies LLC a non-refundable advisory fee, payable on the earlier of merger approval and the maturity date.

Mesa Air Group, Inc. filed an amended annual report: the Form 10-K for the year ended September 30, 2024 was originally filed on May 14, 2025 and was amended by a Form 10-K/A filed on July 11, 2025. The 8-K references those filings and notes subsequent periodic reports filed with the SEC update the record. The document is signed on behalf of the company by Brian S. Gillman, Executive Vice President and General Counsel, dated October 3, 2025. The filing indicates the company updated its previously filed annual report through the amendment and has continued to furnish required reports to the SEC.

Mesa Air Group filed an amended Form S-4/S-1 registering shares to be issued in connection with a proposed merger with Republic Airways Holdings, under which Republic will merge into Mesa (Mesa surviving and converting from Nevada to Delaware) and the surviving company will be renamed "Republic Airways Holdings Inc." with expected Nasdaq ticker "RJET." Former Republic stockholders are expected to own ~88% of the surviving company's fully diluted shares and Pre-Merger Mesa shareholders ~6%, with a contingent right to receive up to an additional ~6% via an escrow issuance tied to a Net Debt Amount and Surviving Corporation stock value. The filing describes the Merger Agreement, a Three Party Agreement with United Airlines, procedures for determining Net Debt Amount (which may be negative), escrow mechanics, related risk factors (including Nasdaq listing requirements, tax attribute limitations, operational and labor risks), and governance/documentation changes upon Delaware conversion.