MESA AIR GROUP INC NASDAQ false 0000810332 0000810332 2025-08-13 2025-08-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2025
Mesa Air Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
| Nevada |
|
001-38626 |
|
85-0302351 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
| 410 North 44th Street, Suite 700 |
|
|
| Phoenix, Arizona |
|
|
|
85008 |
| (Address of Principal Executive Offices) |
|
|
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (602) 685-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, no par value |
|
MESA |
|
Nasdaq Capital Market |
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 2.02 |
Results of Operations and Financial Condition. |
On August 13, 2025, the Company issued a press release announcing its financial and operating results for its fiscal quarter ended June 30, 2025 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this report.
| Item 7.01 |
Regulation FD Disclosure. |
The information contained in Item 2.02 of this Report (as well as in Exhibit 99.1) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
|
|
| Exhibit
Number |
|
Description |
|
|
| 99.1 |
|
Press Release, dated August 13, 2025, issued by Mesa Air Group, Inc. |
|
|
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
Mesa Air Group, Inc. |
|
|
|
|
| Date: August 13, 2025 |
|
|
|
By: |
|
/s/ Brian S. Gillman |
|
|
|
|
|
|
Brian S. Gillman
Executive Vice President and General Counsel |
