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

Rhea-AI Filing Summary

Form 4 filing overview: Mesa Air Group Michael Lotz acquired 69,064 common shares on 18 June 2025. The transaction is coded “M,” indicating the conversion of a derivative security—specifically the first tranche of a restricted-stock award granted on 18 June 2024 under the company’s 2018 Equity Incentive Plan.

Resulting ownership: Following the conversion, Lotz now directly owns 578,134 common shares and continues to hold 303,784 restricted-stock units (RSUs) that remain un-converted.

Award structure & future vesting: • Total original RSU grant: 207,191 shares. • Tranche schedule: 69,063 shares vest on 18 June 2026 and 69,064 on 18 June 2027. • The plan allows accelerated vesting upon a change of control, including the pending merger with Republic Airways Holding Inc.

Investor takeaways:

• The acquisition adds roughly 13% to Lotz’s previously reported direct share count, marginally increasing insider ownership.
• Because the shares were delivered at a $0 exercise price, the transaction does not represent an open-market cash purchase; its signalling value is therefore limited.
• The change-of-control clause confirms that, if the Republic Airways deal closes before 2027, remaining tranches could vest sooner, potentially increasing insider liquidity.

Insights

Securities Analyst

TL;DR — Routine RSU vesting adds 69k shares to CFO’s stake; limited market signal.

The Form 4 shows a scheduled vesting event rather than a discretionary purchase. While the 69,064-share increase lifts direct ownership to 578k shares—demonstrating continued alignment with shareholders—it does not reflect incremental capital committed by the executive, so the informational content for valuation is mild. The acceleration clause tied to the Republic Airways merger is noteworthy; if consummated, additional tranches (138k shares) could hit the float sooner, creating modest dilution but also confirming management incentives to close the deal. Overall impact: neutral-to-slightly positive from a governance standpoint.

Corporate Governance Expert

TL;DR — Vesting follows plan terms; signals retention, minimal governance concern.

Restricted-stock vesting is standard for senior executives under long-term incentive plans. The absence of sales or dispositions suggests Lotz is maintaining exposure to company performance. The change-of-control acceleration is typical and already disclosed, hence no new governance red flag. The event does not alter board composition or voting power materially. I view the filing as routine, with negligible strategic impact.

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^*

LOTZ MICHAEL

(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)

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

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		69,064	A	$0	578,134	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			69,064	06/18/2025	(1)	Common stock	69,064	$0	303,784	D

Explanation of Responses:

1. A restricted stock award of 207,191 shares was granted under the 2018 Equity Incentive Plan on June 18, 2024. Additional traches of this award will vest as follows: 69,063 shares on June 18, 2026 and 69,064 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/ Michael Lotz	06/20/2025
	** Signature of Reporting Person	Date
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