[Form 4] Mesa Air Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On June 20, 2025, Director Mitchell I. Gordon filed a Form 4 with the SEC disclosing the vesting of a restricted stock award in Mesa Air Group, Inc. (MESA). The award, originally granted on June 18, 2024 under the company’s 2018 Equity Incentive Plan, delivered 31,377 common shares on June 18, 2025 (Transaction Code M, exercise price $0). After the transaction, Gordon’s direct ownership rose to 143,280 shares. No open-market purchases, sales, or 10b5-1 trading plans were reported, making this a routine equity-compensation event rather than an active investment decision.

Positive

• Director Mitchell Gordon added 31,377 shares, increasing personal ownership to 143,280 and reinforcing shareholder alignment.
• No shares were sold and the award vested at $0, avoiding dilution through market transactions or negative insider-selling signals.

Negative

• The share increase stems from routine restricted stock vesting rather than an open-market purchase, limiting insight into the director’s valuation views.
• Given Mesa’s large outstanding share base, the transaction is immaterial and unlikely to influence the stock’s supply–demand dynamics.

Insights

Financial Analyst

TL;DR: Routine vesting; insider stake up 28%; limited market impact.

The Form 4 records delivery of 31,377 shares to Director Mitchell Gordon through the 2018 Equity Incentive Plan. His holdings increased to 143,280 shares—about a 28% rise from the 111,903 shares implied prior to vesting. Because the shares were issued at $0 and none were sold, the filing conveys continued alignment with shareholders but does not reflect a cash commitment. Given Mesa’s roughly 35 million shares outstanding, the transaction is immaterial to overall float and should have minimal effect on valuation or liquidity.

Corporate Governance Expert

TL;DR: Incentive-plan vesting supports alignment; no red flags.

The grant’s one-year cliff vesting reinforces Mesa’s pay-for-performance framework without triggering dilution concerns, as the share count is de minimis. The absence of any concurrent sales or 10b5-1 plan suggests the director is retaining the shares, a neutral-to-slightly-positive governance signal. There are no indications of compliance issues or unusual timing, so investors can view this as routine board compensation rather than a directional statement on MESA’s valuation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GORDON MITCHELL I

(Last) (First) (Middle)

410 N. 44TH STREET SUITE 700

(Street)

PHOENIX AZ 85008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MESA AIR GROUP INC [ MESA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	06/18/2025		M		31,377	A	$0	143,280	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Award	$0	06/18/2025		M			31,377	06/18/2025	(1)	Common stock	31,377	$0	0	D

Explanation of Responses:

1. A restricted stock award of 31,377 shares was granted under the 2018 Equity Incentive Plan on June 18, 2024 that vested on June 18, 2025.

	/s/ Mitchell Gordon	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many Mesa Air Group (MESA) shares did Mitchell Gordon acquire on 18 Jun 2025?

He received 31,377 common shares through the vesting of a restricted stock award.

What is Mitchell Gordon’s total ownership in MESA after the Form 4 transaction?

Following the vesting, he directly owns 143,280 shares of Mesa Air Group.

Was the transaction a purchase, sale, or vesting event?

It was a vesting of restricted stock (Transaction Code M) at an exercise price of $0; no shares were bought or sold on the open market.

Does the Form 4 mention a Rule 10b5-1 trading plan?

No, the filing does not indicate that the transaction was executed under a 10b5-1 plan.

What equity plan governed the restricted stock award?

The award was made under Mesa Air Group’s 2018 Equity Incentive Plan.