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

Rhea-AI Filing Summary

Mesa Air Group, Inc. filed a Form 8-K reporting that it issued a press release on November 21, 2025 with its financial and operating results for the fiscal quarter ended September 30, 2025.

The company also used the press release to share certain financial information for Republic Airways Holdings Inc. for the nine months ended September 30, 2025 and to provide an update on their previously announced merger, under which Republic will merge into Mesa and the combined company will be renamed Republic Airways Holdings Inc.

The disclosures under Items 2.02 and 7.01, including the press release attached as Exhibit 99.1, are being furnished rather than filed, which limits how they are treated under federal securities law.

Insights

Equity & M&A Analyst

Earnings release and merger-status update via 8-K; no quantitative results here, impact depends on details in Exhibit 99.1.

This 8-K reports that Mesa Air Group released financial and operating results for the quarter ended September 30, 2025, furnished as Exhibit 99.1. It also notes that Mesa provided financial information for Republic Airways Holdings Inc. for the nine months ended that same date and gave an update on their pending merger, where Republic will merge into Mesa and the combined company will be renamed "Republic Airways Holdings Inc."

The disclosure uses Items 2.02 and 7.01, meaning the earnings and merger-related information are being "furnished" rather than "filed," which limits certain liability under Section 18. The filing does not summarize any revenues, profits, cash flows, or specific merger milestones, so the qualitative impact cannot be inferred from this text alone; it only confirms that more detailed information exists in the press release.

Key items to watch in Exhibit 99.1 are Mesa’s quarterly performance for the period ended September 30, 2025, Republic’s nine‑month results, and any concrete timing or condition updates related to closing the merger under the Agreement, Plan of Conversion and Plan of Merger signed on April 4, 2025. The practical time horizon implied here is the remaining period until the merger conditions are either satisfied or waived under that agreement.

MESA AIR GROUP INC NASDAQ false 0000810332 0000810332 2025-11-21 2025-11-21

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

November 21, 2025

Date of Report (date of earliest event reported)

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)		(I.R.S. Employer Identification Number)

410 North 44th Street, Suite 700

Phoenix, Arizona 85008

(Address of principal executive offices, including zip code)

(602) 685-4000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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 Symbols		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. ☐

As previously disclosed, on April 4, 2025, Mesa Air Group, Inc., a Nevada corporation (“Mesa”), entered into the Agreement, Plan of Conversion and Plan of Merger (the “Merger Agreement”), by and between Mesa and Republic Airways Holdings Inc., a Delaware corporation (“Republic”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, Republic will merge (the “Merger”) with and into Mesa, with Mesa continuing as the surviving corporation and renamed “Republic Airways Holdings Inc.”

Item 2.02 Results of Operations and Financial Condition.

On November 21, 2025, Mesa issued a press release announcing its financial and operating results for its fiscal quarter ended September 30, 2025 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

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 (the “Securities Act”) or the Exchange Act.

Item 7.01 Regulation FD Disclosure.

On November 21, 2025, Mesa disclosed certain information about the financial results as of and for the nine months ended September 30, 2025 for Republic and an update on the Merger in the Press Release, which is incorporated herein by reference.

The information contained in Item 7.01 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 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 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated November 21, 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: November 21, 2025				By:		/s/ Brian S. Gillman
						Brian S. Gillman
						Executive Vice President and General Counsel

FAQ

What did Mesa Air Group (MESA) announce in its November 21, 2025 Form 8-K?

Mesa Air Group reported that it issued a press release on November 21, 2025 sharing its financial and operating results for the fiscal quarter ended September 30, 2025.

Which period does Mesa Air Group’s latest financial update cover?

The press release discussed in the Form 8-K covers Mesa Air Group’s fiscal quarter ended September 30, 2025.

How is Republic Airways Holdings Inc. involved in this Mesa Air Group 8-K?

Mesa disclosed that the press release includes certain financial results for Republic Airways Holdings Inc. for the nine months ended September 30, 2025 and provides an update on their planned merger.

What is the planned outcome of the Mesa Air Group and Republic merger?

Under the previously announced merger agreement, Republic will merge with and into Mesa, with Mesa continuing as the surviving corporation and being renamed "Republic Airways Holdings Inc."

Is the information in Mesa Air Group’s press release considered filed with the SEC?

No. The Form 8-K states that the information under Item 2.02 and Item 7.01, including the press release, is furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

What exhibits are included with Mesa Air Group’s November 21, 2025 Form 8-K?

The Form 8-K includes Exhibit 99.1, which is the press release dated November 21, 2025, and Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document.