Mesa Air EVP receives 23.5k RSUs on vesting; Republic merger may accelerate remaining awards

Rhea-AI Filing Summary

Form 4 filing summary – Mesa Air Group, Inc. (MESA)

Executive Vice President, General Counsel and Secretary Brian S. Gillman reported the vesting and automatic conversion of 23,504 restricted stock units (RSUs) into common shares on 18 June 2025 (Transaction Code M). The RSUs carried a $0 exercise price and stem from a 70,510-share award granted on 18 June 2024 under the company’s 2018 Equity Incentive Plan.

• Post-transaction ownership: 155,530 common shares held directly.
• Remaining unvested derivative securities: 102,998 RSUs.
• Future vesting schedule: two equal tranches of 23,503 shares on 18 June 2026 and 18 June 2027, respectively.
• Acceleration clause: Vesting may accelerate upon a change-of-control event, specifically the pending merger with Republic Airways Holding Inc. if consummated before scheduled vesting.

No open-market purchase or sale occurred; the transaction reflects routine equity compensation vesting. The filing offers a small signal of insider equity alignment and highlights the potential timing implication of the announced merger.

Positive

• Executive ownership rises to 155,530 shares, modestly improving management–shareholder alignment.
• Filing reaffirms pending Republic Airways merger as a potential catalyst via accelerated vesting language.

Negative

• No open-market purchase; shares were received at $0, limiting any bullish signal strength.
• Remaining 102,998 unvested RSUs represent future dilution, albeit immaterial in percentage terms.

Insights

Securities Analyst

TL;DR: Routine RSU vesting adds 23.5k shares to insider holdings; merger-linked acceleration noted, no cash outlay, limited valuation impact.

The filing is largely procedural. Gillman’s additional 23,504 shares were acquired at no cost, increasing his stake to 155,530 shares, which keeps senior leadership economically aligned with shareholders but does not represent an active market purchase. The remaining 102,998 RSUs could convert sooner if the Republic Airways merger closes, providing a subtle clue that management continues to anticipate the transaction. From a valuation standpoint, the incremental dilution is immaterial relative to MESA’s 37 million basic shares outstanding (≈0.06%). Overall impact on share price expectations is neutral.

Corporate Governance Expert

TL;DR: Standard incentive plan mechanics; acceleration clause ties compensation to pending M&A, aligning management interests with deal closure.

This Form 4 underscores Mesa’s reliance on time-based RSU awards for executive retention. The automatic, price-free conversion on the first-year cliff is typical. Noteworthy is the explicit disclosure that remaining tranches accelerate if the Republic merger completes, a structure meant to keep legal leadership engaged through integration. Such change-of-control provisions are common but can raise dilution and pay-for-performance questions if the deal stalls. Governance risk appears low; no sales were made.

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

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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^*

GILLMAN BRIAN S

(Last) (First) (Middle)

410 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/GC/Secretary

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		23,504	A	$0	155,530	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			23,504	06/18/2025	(1)	Common stock	23,504	$0	102,998	D

Explanation of Responses:

1. A restricted stock award of 70,510 shares was granted under the 2018 Equity Incentive Plan on June 18, 2024. Additional traches of this award will vest as follows: 23,503 shares on June 18, 2026 and 23,503 shares on June 18, 2027. Pursuant to the terms of the Company's equity plan and the underlying award agreement, vesting may accelerate upon a change of control, including the pending merger with Republic Airways Holding Inc., if consumanted, prior to the scheduled vesting date.

	/s/ Brian S. Gillman	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Mesa Air Group (MESA) shares did Brian S. Gillman acquire?

Gillman acquired 23,504 common shares through the vesting of restricted stock units.

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

He now directly owns 155,530 common shares.

Did the insider pay cash for the shares?

No, the RSUs converted at $0 exercise price; no cash changed hands.

When will the remaining RSUs vest?

Two tranches of 23,503 shares each are scheduled for 18 June 2026 and 18 June 2027.

Could the RSUs vest earlier?

Yes. Vesting may accelerate if the pending Republic Airways merger closes before the scheduled dates.

Is this Form 4 filing considered a buy or sell transaction?

It is classified as Code M (conversion), reflecting vesting—not an open-market buy or sell.