Mesa Air Group 8-K Filings

Republic Airways Holdings Inc. reported first quarter 2026 results and reaffirmed its full-year 2026 outlook. Revenue was $527.4 million, up 33.6%, driven mainly by higher block hours and additional E175 flying tied to the Mesa merger. GAAP operating income was $54.2 million with a 10.3% margin, and net income was $26.9 million, or $0.58 per diluted share. Adjusted operating income was $63.7 million with a 12.1% margin, and adjusted EBITDAR reached $100.1 million. The company ended the quarter with $273.4 million in cash, cash equivalents, and marketable securities and total debt and operating lease liabilities of $1.2 billion, implying adjusted net debt of $965.5 million and trailing twelve‑month leverage of 2.7x. Operationally, Republic produced 212,479 block hours with a 93.87% completion factor, impacted by severe winter weather, but maintained a 99.98% controllable completion factor. Management reiterated 2026 guidance for roughly $2.0 billion in revenue, adjusted EBITDAR above $380 million, and about $165 million of debt repayments.

Republic Airways Holdings Inc. announced a planned leadership transition. The Board of Directors has promoted Matthew J. Koscal to President and Chief Executive Officer, effective June 15, 2026. Current Chairman and CEO David Grizzle will resume the role of non-executive Chair on the same date.

The move finalizes a previously disclosed succession plan following Republic’s all-stock merger with Mesa Air Group. The company reiterated its prior financial guidance and highlighted Koscal’s long tenure and key roles during the merger and integration process.

Republic Airways Holdings Inc. reported strong growth for 2025, with full year revenues of $1.68 billion, up 13.7%, and net income of $76.2 million, or $1.87 per diluted share, compared with $1.62 in 2024. Adjusted net income rose to $114.0 million, or $2.80 per diluted share, driven by higher block hour production and fleet expansion.

Fourth quarter revenue increased 20.6% to $464.1 million, though net income fell to $5.0 million, or $0.12 per diluted share, largely due to $15.3 million of executive separation and merger-related costs and higher tax expense. The company completed a debt-free merger with Mesa Air Group, adding 60 E175 aircraft and lifting its E175-family fleet to 311 aircraft, and ended 2025 with adjusted EBITDAR of $342.4 million, adjusted net debt of $928.8 million, and a leverage ratio of 2.7x. 2026 guidance calls for approximately $2.0 billion of revenue, at least 865,000 block hours, adjusted EBITDAR above $380 million, and $165 million of planned debt extinguishment.

Republic Airways Holdings Inc. disclosed that 2,744,348 shares of its common stock were released from escrow and issued to United Airlines on February 5, 2026. These shares were valued at $18.84 each, for a total of about $51.7 million, in exchange for forgiveness and repayment of certain debts and obligations tied to the company’s merger with Legacy Republic. An additional 109,106 escrowed shares were returned to the company and cancelled. After this settlement, as of February 9, 2026, Republic Airways had 46,829,476 common shares issued and outstanding.

Republic Airways Holdings Inc., the post-merger name of Mesa Air Group, filed an amended current report to update disclosure related to its merger with Legacy Republic. The amendment does not change the description of the merger itself but adds financial information and a previously omitted corporate document.

The company is including unaudited condensed consolidated financial statements of Legacy Republic as of September 30, 2025 and December 31, 2024, with results for the nine months ended September 30, 2025 and 2024. It is also providing unaudited pro forma condensed combined financial information for the combined company as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024, reflecting the merger. In addition, the company is filing its certificate of incorporation as an exhibit, correcting an inadvertent omission in the earlier report.

Republic Airways Holdings Inc. explains its CEO succession plans as it integrates Mesa Airlines. David Grizzle, non-executive chairman since 2017, was appointed Chairman and CEO in July 2025 after the former CEO left to become Administrator of the Federal Aviation Administration.

Grizzle is expected to serve as CEO while the Mesa integration continues. The board expects to promote Matthew Koscal, currently President and Chief Commercial Officer, to CEO within 2026, at which time Grizzle would return to non-executive chairman. The company notes that any final succession decision will be made at a future, undetermined date at the sole discretion of the board and will be publicly announced as legally required. It also characterizes these succession statements as forward-looking and subject to risks and uncertainties.

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.

Mesa Air Group, Inc. announced that its board approved a 15‑for‑1 reverse stock split of its issued and outstanding common stock, coupled with a proportional reduction in authorized common shares from 125,000,000 to 8,333,333. The action was approved under Nevada law by the board without a stockholder vote because both authorized and outstanding shares are being reduced proportionally.

The company expects the reverse split to become effective at about 5:00 p.m. Eastern Time on November 24, 2025, with the stock trading on a post‑split basis on Nasdaq the next day under the expected new symbol "RJET", assuming the pre‑market consummation of its previously announced merger with Republic Airways Holdings Inc. At the effective time, every 15 shares will automatically combine into one share, fractional shares will be rounded up to the nearest whole share, and equity awards will be adjusted proportionately, so individual ownership percentages should remain essentially unchanged aside from rounding.

Mesa Air Group (MESA) announced that its stockholders overwhelmingly approved its planned merger with Republic Airways Holdings Inc. at a special meeting. The main merger proposal, which also converts Mesa from a Nevada to a Delaware corporation and renames it “Republic Airways Holdings Inc.” at closing, received 29,695,963 votes for and 185,635 against. As of the record date, 41,879,859 shares were outstanding, and 29,918,869 shares were represented, establishing a quorum.

Stockholders also approved a Nasdaq stock issuance proposal covering the issuance of more than 20% new common shares in connection with the merger and related escrow shares, an advisory vote on merger-related executive compensation, a new Republic 2025 Equity Incentive Plan, and an adjournment proposal. The transaction remains subject to the remaining conditions in the merger agreement and other customary closing requirements.

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.

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.

Mesa Air Group, Inc. filed an amended annual report: the Form 10-K for the year ended September 30, 2024 was originally filed on May 14, 2025 and was amended by a Form 10-K/A filed on July 11, 2025. The 8-K references those filings and notes subsequent periodic reports filed with the SEC update the record. The document is signed on behalf of the company by Brian S. Gillman, Executive Vice President and General Counsel, dated October 3, 2025. The filing indicates the company updated its previously filed annual report through the amendment and has continued to furnish required reports to the SEC.

Mesa Air Group is changing its fiscal year end from September 30 to December 31, effective for the fiscal year beginning January 1, 2025 and ending December 31, 2025. To cover the gap created by this calendar-year shift, Mesa will file a transition report, a Form 10-KT, for the period October 1, 2024 through December 31, 2024, with a required filing date no later than December 29, 2025. The change was reported on September 29, 2025 and signed by Brian S. Gillman, Executive Vice President and General Counsel.

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.

Mesa Air Group, Inc. filed a current report to let investors know it has released financial and operating results for its fiscal quarter ended June 30, 2025. The company announced these results in a press release dated August 13, 2025, which is attached as Exhibit 99.1. The common stock of Mesa Air Group trades on the Nasdaq Capital Market under the symbol MESA.

The company specifies that the information in this report related to the press release is being furnished, not filed, under securities laws. This means it is not subject to certain liability provisions and is not automatically incorporated into other securities law filings unless specifically referenced.