Mesa Air Group Form 4: Director Adds 31k Shares via Restricted Stock Vesting

Rhea-AI Filing Summary

Form 4 filing for Mesa Air Group, Inc. (MESA) discloses that director Harvey W. Schiller acquired 31,377 common shares on 18 Jun 2025. The shares came from the automatic vesting of a restricted stock award granted on 18 Jun 2024 under the company’s 2018 Equity Incentive Plan. No cash was paid (exercise price $0). Following the transaction, Schiller’s direct beneficial ownership rose to 125,254 common shares.

The transaction is coded “M,” indicating a conversion of derivative securities (restricted stock) into common shares rather than an open-market purchase or sale. The filing is made solely by the reporting person and contains no indication of any concurrent disposition. No other derivative securities remain outstanding for Schiller post-vesting.

Because the event represents routine equity compensation vesting for a single director, it is unlikely to exert a material impact on Mesa Air Group’s share price or capital structure. Nevertheless, it modestly increases director alignment through larger direct ownership.

Insights

Equity Compensation Analyst

TL;DR: Routine vesting adds 31k shares to director’s holdings; minimal market impact.

The M-code confirms a non-cash conversion of restricted shares, so there is no buy-sell signal. Post-vesting ownership of 125,254 shares is still small relative to Mesa Air Group’s ~36 million shares outstanding, keeping dilution immaterial (<0.01%). The award aligns the director’s incentives with shareholders but does not alter governance or control dynamics. I assess the disclosure as ordinary course and not impactful for valuation.

Insider Trade Summary

31,377 shares exercised/converted

Mixed 2 txns

Insider Schiller Harvey W

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Award	31,377	$0.00	--
Exercise	Common stock	31,377	$0.00	--

Holdings After Transaction: Restricted Stock Award — 0 shares (Direct); Common stock — 125,254 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Schiller Harvey W

(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	125,254	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/ Harvey Schiller	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Mesa Air Group (MESA) shares did Harvey W. Schiller acquire on 18 Jun 2025?

He received 31,377 common shares through restricted stock vesting.

What was the transaction code used in the Form 4 filing for MESA?

Code “M”, indicating conversion of derivative securities into common shares.

What is Harvey Schiller’s total direct ownership in MESA after the transaction?

He now directly owns 125,254 common shares.

Did the director pay cash for the newly acquired MESA shares?

No. The restricted stock award vested at an exercise price of $0.

Is this Form 4 transaction likely to be material to MESA investors?

It is deemed routine and non-material given its small size relative to total shares outstanding.