Mesa Air Group SEC Filings

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.

On June 20, 2025, Director Mitchell I. Gordon filed a Form 4 with the SEC disclosing the vesting of a restricted stock award in Mesa Air Group, Inc. (MESA). The award, originally granted on June 18, 2024 under the company’s 2018 Equity Incentive Plan, delivered 31,377 common shares on June 18, 2025 (Transaction Code M, exercise price $0). After the transaction, Gordon’s direct ownership rose to 143,280 shares. No open-market purchases, sales, or 10b5-1 trading plans were reported, making this a routine equity-compensation event rather than an active investment decision.

On June 18, 2025, Mesa Air Group (MESA) director Ellen N. Artist acquired 31,377 common shares when a restricted stock award granted on June 18, 2024 under the 2018 Equity Incentive Plan fully vested. The transaction was reported under code M, indicating a conversion of derivative securities and carried an exercise price of $0, so no cash changed hands. Following the vesting, Artist’s direct beneficial ownership rose to 139,480 shares. No shares were sold, and no derivative securities remain from this award.

Form 4 overview: Director Spyridon Skiados of Mesa Air Group, Inc. (Ticker: MESA) reported a single transaction dated 18 June 2025.

• Security involved: 31,377 shares of common stock.
• Transaction code “M” indicates the conversion of a derivative security—specifically the vesting of a restricted-stock award granted on 18 June 2024 under the 2018 Equity Incentive Plan.
• Price: $0, reflecting a non-cash equity award.
• Post-transaction ownership: Skiados now directly holds 124,180 shares of MESA common stock; all related derivative units have been extinguished (0 remaining).

The filing reflects routine incentive-plan vesting rather than an open-market purchase or sale. No other equity classes or derivative instruments were reported, and there is no indication of a Rule 10b5-1 trading plan.