Welcome to our dedicated page for Mesa Air Group SEC filings (Ticker: MESA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Mesa Air Group, Inc. (formerly trading under the symbol MESA) provide a detailed record of the company’s evolution as a regional airline holding company and its merger into Republic Airways Holdings Inc. Investors researching MESA can use this page to access Forms 10-K, 10-Q, 8-K, registration statements, and related documents that explain Mesa’s operations, financial condition, and corporate actions over time.
Mesa’s periodic reports, including annual reports on Form 10-K and quarterly reports on Form 10-Q, describe its role as the holding company for Mesa Airlines, which operates Embraer 175 regional jets as United Express under capacity purchase agreements with United Airlines, Inc. These filings include segment-level operating data such as contract revenue, pass-through revenue, flight operations and maintenance expenses, and non-GAAP measures like adjusted EBITDA and adjusted EBITDAR, along with reconciliations to GAAP results.
Current reports on Form 8-K are particularly important for understanding material events affecting Mesa and its shareholders. In 2025, Mesa filed multiple 8-Ks detailing its definitive merger agreement with Republic Airways Holdings Inc., subsequent amendments to financing arrangements, Nasdaq listing notices, shareholder approval of merger-related proposals, and the completion of the merger on November 25, 2025. Later 8-K and 8-K/A filings under the Republic Airways Holdings Inc. name describe the surviving corporation, the new Nasdaq trading symbol RJET, and pro forma financial information for the combined company.
This page also links to registration statements on Form S-4/S-1 that contain the proxy statement/prospectus for the Mesa–Republic merger, including extensive disclosures on transaction terms, ownership structure, net debt calculations, and the treatment of Mesa’s net operating loss carryforwards. By combining real-time EDGAR updates with AI-generated summaries, the platform helps readers quickly identify key points in lengthy filings, such as changes in debt covenants, reverse stock split details, or the specific mechanics of the merger and conversion into Republic Airways Holdings Inc.
Mesa Air Group amended its Loan and Guarantee Agreement with Jefferies Capital Services and BNY Mellon as agent. The amendment extends the maturity from October 30, 2025 to November 28, 2025, with a further 30-day extension right by notice to the Administrative Agent to no later than November 27, 2025. The interest rate is reduced to 0% for 90 days from the amendment date.
The lenders waived restrictions on Fundamental Changes and Organizational Document amendments in connection with the planned merger of Republic Airways Holdings Inc. into Mesa, and waived the Collateral Coverage Ratio and minimum Liquidity tests through the maturity date. Upon payment in full at maturity, the principal amount of obligations will be reduced by $12.3 million.
In connection with the amendment, Mesa Airlines deposited $31.9 million into a collateral account controlled by the lender and pledged an aircraft engine as collateral. Mesa also agreed to pay Jefferies LLC a non-refundable advisory fee, payable on the earlier of merger approval and the maturity date.
Mesa Air Group, Inc. filed an amended annual report: the Form 10-K for the year ended September 30, 2024 was originally filed on May 14, 2025 and was amended by a Form 10-K/A filed on July 11, 2025. The 8-K references those filings and notes subsequent periodic reports filed with the SEC update the record. The document is signed on behalf of the company by Brian S. Gillman, Executive Vice President and General Counsel, dated October 3, 2025. The filing indicates the company updated its previously filed annual report through the amendment and has continued to furnish required reports to the SEC.
Mesa Air Group filed an amended Form S-4/S-1 registering shares to be issued in connection with a proposed merger with Republic Airways Holdings, under which Republic will merge into Mesa (Mesa surviving and converting from Nevada to Delaware) and the surviving company will be renamed "Republic Airways Holdings Inc." with expected Nasdaq ticker "RJET." Former Republic stockholders are expected to own ~88% of the surviving company's fully diluted shares and Pre-Merger Mesa shareholders ~6%, with a contingent right to receive up to an additional ~6% via an escrow issuance tied to a Net Debt Amount and Surviving Corporation stock value. The filing describes the Merger Agreement, a Three Party Agreement with United Airlines, procedures for determining Net Debt Amount (which may be negative), escrow mechanics, related risk factors (including Nasdaq listing requirements, tax attribute limitations, operational and labor risks), and governance/documentation changes upon Delaware conversion.
Mesa Air Group is changing its fiscal year end from
Mesa Air Group and Republic Airways Holdings have agreed to merge, with Mesa converting to a Delaware corporation and renaming as "Republic Airways Holdings Inc." Under the Merger, Republic will merge into Mesa and former Republic stockholders are expected to own approximately 88% of the surviving company on a fully diluted basis while Pre‑Merger Mesa shareholders are expected to own approximately 6%, with a contingent right to receive up to an additional 6% depending on post‑closing calculations. The registration covers shares to be issued in connection with the Merger and an Escrow Issuance for certain Escrow Shares.
The filing describes material governance, tax and listing issues: the combined company’s common stock is expected to trade on Nasdaq under "RJET", but Mesa may need a reverse split to meet Nasdaq’s $4.00 minimum bid requirement. The Three Party Agreement with United Airlines governs allocation of Net Debt Amount (which may be negative) and permits United to terminate the agreement if the finally determined Net Debt Amount is greater than $60 million. The proxy/prospectus discloses operational and regulatory risks, labor and pilot supply concerns, prior SEC filing delinquencies, and customary termination, tax, and indemnity provisions.
Mesa Air Group and Republic Airways have agreed to merge, with Mesa converting to a Delaware corporation and renaming to "Republic Airways Holdings Inc." at the effective time. Former Republic stockholders are expected to own approximately 88% of the surviving company's common stock on a fully diluted basis, Pre-Merger Mesa shareholders are expected to own approximately 6%, and up to an additional 6% will be held in escrow for potential distribution based on a finally determined Net Debt Amount and Surviving Corporation stock value. The surviving common stock is expected to trade on Nasdaq under the symbol RJET, subject to meeting Nasdaq initial listing standards which may require a reverse split to satisfy a $4.00 minimum bid price. The Three Party Agreement with United Airlines governs asset dispositions, debt extinguishments, and contains a termination right for United if the final Net Debt Amount exceeds $60 million. The proxy/prospectus highlights material risks including Nasdaq listing uncertainty, potential limits on using pre-change tax attributes after the merger, prior SEC reporting delinquencies, and operational risks such as pilot shortages and reliance on CPA arrangements.
Mesa Air Group, Inc. (MESA) held a conference call on August 13, 2025 to discuss its financial results for the fiscal quarter ended June 30, 2025, and the prepared script of that call is attached to this Form 8-K as Exhibit 99.1. The filing also lists a Cover Page Interactive Data File as Exhibit 104. The company states that the information in Item 2.02 and Exhibit 99.1 is furnished, not filed, and therefore is not subject to Section 18 liabilities and is not incorporated by reference into its other registration statements.
This 8-K notifies investors of the availability of the call script but does not include numerical financial statements or earnings metrics in the body of the filing; the script itself is provided as an exhibit for review.
PAR Investment Partners, PAR Group II, and PAR Capital Management have jointly filed a Schedule 13G disclosing a 5.2% ownership stake in Mesa Air Group, representing 2,140,934 shares of common stock. The filing is based on 41,334,433 total outstanding shares as of May 20, 2025.
Key details of the ownership structure:
- All three entities maintain sole voting and dispositive power over the reported shares
- PAR Investment Partners is the direct holder of the shares
- PAR Group II serves as the sole general partner of PAR Investment Partners
- PAR Capital Management is the sole general partner of PAR Group II
The filing indicates that the securities were not acquired to change or influence control of Mesa Air Group. The disclosure was signed by Steven M. Smith, Chief Operating Officer and General Counsel of PAR Capital Management, on June 20, 2025.
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