[8-K] MESA AIR GROUP INC Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Debt & M&A Analyst

Material update: loan amendment and merger status disclosed; impact depends on terms not included in this 8-K.

Mesa Air Group disclosed an amendment to its Loan and Guarantee Agreement with the United States Treasury and provided updates on its pending merger with Republic Airways Holdings Inc. The company furnished a press release as Exhibit 99.1 dated October 31, 2025. A loan amendment can affect cash needs, covenants, maturity, or availability, while merger updates can change timing, conditions, or scope.

The filing does not include the amendment’s specifics or the merger update details. Without those, the directional impact is unclear. However, loan terms and merger progress are typically material to operating flexibility and strategic path. These disclosures suggest active changes in capital structure and transaction status that could influence near-term business plans.

Key items to monitor in Exhibit 99.1: any revised covenants, maturities, or collateral related to the Treasury agreement, and any concrete milestones, conditions, or timing updates for the Republic transaction. The next notable checkpoint is tied to the October 31, 2025 press release details, which would clarify operational and strategic implications.

MESA AIR GROUP INC NASDAQ false 0000810332 0000810332 2025-10-31 2025-10-31

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): October 31, 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)

(602) 685-4000

(Registrant’s telephone number, including area code)

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 8.01. Other Events.

On October 31, 2025, Mesa Air Group, Inc. (the “Company”) issued a press release announcing an amendment to its Loan and Guarantee Agreement with the United States Treasury and providing certain updates related to its pending merger with Republic Airways Holdings Inc. A copy of the Press Release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated October 31, 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: October 31, 2025				By:		/s/ Brian S. Gillman
				Name: Brian S. Gillman
				Title: Executive Vice President and General Counsel

FAQ

What did MESA disclose in its 8-K?

Mesa Air Group announced a press release covering an amendment to its Loan and Guarantee Agreement with the U.S. Treasury and updates on its pending merger with Republic Airways Holdings Inc.

When was the Mesa Air Group announcement made?

The press release and report are dated October 31, 2025.

Where can I find details of the announcement?

The press release is furnished as Exhibit 99.1.

Which agreements or transactions were referenced by MESA?

An amendment to the company’s Loan and Guarantee Agreement with the United States Treasury and updates on its pending merger with Republic Airways Holdings Inc.

What exchange does MESA’s common stock trade on?

MESA trades on the Nasdaq Capital Market.