Mesa Air CEO Adds 88k Shares; Vesting Tied to Republic Merger

Rhea-AI Filing Summary

Mesa Air Group (MESA) – Form 4 insider filing: Chief Executive Officer Jonathan G. Ornstein reported the vesting and conversion of 88,138 restricted shares on 18-Jun-2025 (transaction code M). The shares were issued at $0 cost under the company’s 2018 Equity Incentive Plan, increasing his directly held common-stock position to 1,010,014 shares. In addition, he still holds 387,753 unvested/derivative shares linked to various restricted-stock awards.

The original grant, made 18-Jun-2024, totals 264,412 shares and vests in three equal tranches. Following the 2025 vest, two further tranches of 88,137 shares are scheduled for 18-Jun-2026 and 18-Jun-2027. The filing notes that vesting may accelerate upon a change-of-control event, including the company’s pending merger with Republic Airways Holding Inc.

No open-market purchase occurred; therefore, immediate cash outflow for the executive is zero, while share count dilution is modest relative to Mesa’s public float. The report signals continued equity-based compensation and aligns the CEO’s financial incentives with shareholder value, but also highlights potential accelerated dilution and compensation expense if the merger closes before the normal vesting dates.

Positive

• CEO ownership increases to 1,010,014 shares, reinforcing alignment with shareholders.
• Clear vesting schedule disclosed, giving investors transparency on future share issuances.

Negative

• Acceleration clause could trigger earlier dilution and compensation expense if the Republic Airways merger is consummated.
• Shares were issued at no cost; absence of open-market buying limits strength of bullish signal.

Insights

Securities Analyst

TL;DR: CEO converted 88k restricted shares, boosting direct stake to 1.0 MM; vesting could accelerate if Republic merger completes.

The transaction is routine equity-plan vesting (code M) at zero cost, so it does not reflect an active market purchase. Nevertheless, Ornstein’s ownership surpasses one million shares, underscoring alignment with minority investors. The remaining 387,753 derivative shares point to a healthy future incentive pipeline. The note on accelerated vesting, however, suggests incremental dilution and non-cash compensation expense could be pulled forward should the Republic Airways deal close. Overall impact is neutral-to-slightly-positive: enhanced alignment but limited market signal because no personal capital was deployed.

Corporate Governance Expert

TL;DR: Standard vesting; acceleration clause tied to merger may raise dilution and pay-for-performance questions.

From a governance standpoint, time-based restricted stock is common, yet acceleration upon change of control can inflate executive payouts without proven synergies. Investors should watch the Republic merger timeline; if closing precedes 2026, roughly 176 k additional shares could vest early, raising equity compensation expense and dilution. That said, holding >1 MM shares post-transaction suggests Ornstein’s wealth remains materially tied to long-term share performance, partially mitigating agency-cost concerns.

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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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^*

ORNSTEIN JONATHAN G

(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)
	CEO

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		88,138	A	$0	1,010,014	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			88,138	06/18/2025	(1)	Common stock	88,138	$0	387,753	D

Explanation of Responses:

1. A restricted stock award of 264,412 shares was granted under the 2018 Equity Incentive Plan on June 18, 2024. Additional traches of this award will vest as follows: 88,137 shares on June 18, 2026 and 88,137 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/ Jonathan Ornstein	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 shares did CEO Jonathan Ornstein acquire on 18-Jun-2025?

He acquired 88,138 common shares through the conversion of restricted stock.

What is Ornstein’s total direct ownership after the transaction?

He now directly owns 1,010,014 Mesa Air Group shares.

At what price were the shares acquired?

The restricted shares were issued at $0 cost (code M conversion).

When will the remaining restricted shares vest?

Additional tranches of 88,137 shares vest on 18-Jun-2026 and 18-Jun-2027.

Can vesting accelerate if the Republic Airways merger closes?

Yes. The filing states vesting may accelerate upon a change of control, including the pending merger.

What does transaction code "M" signify in this Form 4?

Code M indicates a conversion of derivative security, such as restricted stock, into common shares.