MESA extends loan to Nov. 28; potential $12.3M principal cut

Rhea-AI Filing Summary

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.

Insights

Credit & Capital Structure Analyst

Short-term relief via 0% interest and waivers, offset by higher collateral demands.

The amendment provides near-term liquidity relief: the maturity moves to November 28, 2025 with an additional 30-day extension right, and interest drops to 0% for 90 days. Covenant waivers (Collateral Coverage Ratio and minimum Liquidity) and allowances for Fundamental Changes facilitate the planned merger mechanics.

This relief is balanced by added security: a $31.9 million cash collateral deposit and an aircraft engine pledge. There is also an advisory fee obligation to Jefferies LLC, payable on the earlier of merger approval or the maturity date. A conditional principal reduction of $12.3 million applies only if obligations are paid in full at maturity. Actual impact depends on closing mechanics and timely payoff under the amended schedule.

MESA AIR GROUP INC NASDAQ false 0000810332 0000810332 2025-10-28 2025-10-28

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 28, 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 1.01. Entry into a Material Definitive Agreement.

On October 28, 2025, Mesa Air Group, Inc. (the “Company”) and its wholly owned subsidiary, Mesa Airlines, Inc. (“Mesa Airlines”) entered into an Amendment (the “Amendment”) to its Loan and Guarantee Agreement, dated as of October 30, 2020 (as theretofore amended, the “Loan Agreement”), among the Company, Mesa Airlines, the Guarantors party thereto from time to time, Jefferies Capital Services, LLC (as successor in interest to the United States Department of the Treasury) (the “Lender”), and The Bank of New York Mellon as Administrative Agent and Collateral Agent (the “Agents”) (collectively, the “Parties”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Loan Agreement.

Under the terms of the Amendment, the Lender agreed to: (a) extend the Maturity Date of the Loan Agreement from October 30, 2025 to November 28, 2025, subject to the Company’s further right to extend the Maturity Date by 30 days by providing notice to the Administrative Agent to no later than November 27, 2025; (b) reduce the interest rate under the Loan Agreement to zero percent (0%) for a period of 90 days from the date of the Amendment; (c) waive the restrictions on Fundamental Changes and Organizational Document amendments in connection with the merger (the “Merger”) of Republic Airways Holdings Inc. with and into the Company; (d) waive the Collateral Coverage Ratio and minimum Liquidity tests through the Maturity Date, and (e) subject to the payment in full of the obligations under the Loan Agreement on the Maturity Date, reduce the principal amount of the Obligations under the Loan Agreement by $12.3 million (collectively, the “Amendments”).

In connection with the execution of the Amendment, Mesa Airlines (i) entered into a Security and Control Agreement with the Lender pursuant to which Mesa Airlines deposited $31.9 million into a collateral account controlled by the Lender and agreed to pledge an aircraft engine, each as collateral for the obligations under the Loan Agreement, and (ii) agreed to pay Jefferies LLC a non-refundable advisory fee, payable on the earlier of the approval of the Merger and the Maturity Date.

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 30, 2025				By:		/s/ Brian S. Gillman
				Name:		Brian S. Gillman
				Title:		Executive Vice President and General Counsel

FAQ

What did Mesa Air Group (MESA) change in its loan terms?

The maturity moved to November 28, 2025 with a 30‑day extension right, the interest rate is 0% for 90 days, and certain covenants were waived.

How much collateral did MESA post under the amendment?

Mesa Airlines deposited $31.9 million into a lender-controlled collateral account and pledged an aircraft engine.

What covenant waivers did MESA receive?

Waivers of restrictions on Fundamental Changes and Organizational Document amendments for the merger, plus waivers of the Collateral Coverage Ratio and minimum Liquidity tests through maturity.

Is there any potential reduction in Mesa’s loan principal?

Yes. If obligations are paid in full at maturity, the principal amount will be reduced by $12.3 million.

What fee is MESA obligated to pay related to this transaction?

Mesa agreed to pay Jefferies LLC a non-refundable advisory fee payable on the earlier of merger approval and the maturity date.

How does the amendment relate to Mesa’s planned merger?

It waives restrictions needed for the merger of Republic Airways Holdings Inc. with and into Mesa Air Group.