[8-K] Mesa Air Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Mesa Air Group, Inc. (MESA) held a conference call on August 13, 2025 to discuss its financial results for the fiscal quarter ended June 30, 2025, and the prepared script of that call is attached to this Form 8-K as Exhibit 99.1. The filing also lists a Cover Page Interactive Data File as Exhibit 104. The company states that the information in Item 2.02 and Exhibit 99.1 is furnished, not filed, and therefore is not subject to Section 18 liabilities and is not incorporated by reference into its other registration statements.

This 8-K notifies investors of the availability of the call script but does not include numerical financial statements or earnings metrics in the body of the filing; the script itself is provided as an exhibit for review.

Positive

• Conference call script furnished as Exhibit 99.1, making the prepared remarks available to investors
• Regulation FD disclosure included: the company states the information is furnished and not filed
• Cover Page Interactive Data File included as Exhibit 104, indicating standard XBRL cover-page data

Negative

• No numerical financial results or earnings metrics are included in the body of the 8-K
• Key investment data not presented in the filing text; investors must refer to Exhibit 99.1 for the full call content
• Information is furnished, not filed, which limits certain legal liabilities compared with filed disclosures

Insights

Securities Analyst

TL;DR: Neutral disclosure — provides call script but no standalone financial figures in the filing.

The 8-K furnishes the conference call script for the quarter ended June 30, 2025 and confirms the script is Exhibit 99.1. As the company explicitly states the material is "furnished, not filed," the disclosure notifies the market while limiting Section 18 liabilities. The document itself does not present revenue, profit, or other numeric results within the filing text; analysts must consult Exhibit 99.1 for the call content.

Corporate Governance Expert

TL;DR: Procedurally clear and Reg FD-compliant furnishing, but limited standalone investor information.

The filing follows Regulation FD practice by furnishing the conference call script and labeling it as furnished rather than filed. Listing Exhibit 104 indicates inclusion of interactive cover-page data. From a governance and disclosure perspective, the company has documented the communication channel and preserved customary liability treatment, but the 8-K text contains no quantitative financial metrics, so material substantive details rely on the attached script.

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 held a conference call to discuss its financial results for its fiscal quarter ended June 30, 2025 (the “Script”). A copy of the Script of the conference call is attached hereto as Exhibit 99.1.

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		Script of the conference call of 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

FAQ

What did Mesa Air Group (MESA) disclose in this Form 8-K?

The company disclosed that it held a conference call on August 13, 2025 to discuss results for the fiscal quarter ended June 30, 2025, and furnished the call script as Exhibit 99.1.

Is the conference call script filed or furnished in the 8-K for MESA?

The script is furnished as Exhibit 99.1 and the filing states the information is not deemed to be filed for purposes of Section 18 of the Exchange Act.

Does the 8-K include financial figures for Q2 FY2025 for MESA?

No. The text of the 8-K does not include numerical financial statements or earnings metrics; the prepared script is provided as an exhibit.

Where can I find the conference call script referenced in the MESA 8-K?

The prepared script is attached to the Form 8-K as Exhibit 99.1.

Who signed the Form 8-K for Mesa Air Group?

The filing was signed on behalf of the registrant by Brian S. Gillman, Executive Vice President and General Counsel.