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 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.
Mesa Air Group, Inc. filed a current report to let investors know it has released financial and operating results for its fiscal quarter ended June 30, 2025. The company announced these results in a press release dated August 13, 2025, which is attached as Exhibit 99.1. The common stock of Mesa Air Group trades on the Nasdaq Capital Market under the symbol MESA.
The company specifies that the information in this report related to the press release is being furnished, not filed, under securities laws. This means it is not subject to certain liability provisions and is not automatically incorporated into other securities law filings unless specifically referenced.
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.
Form 4 filing for Mesa Air Group, Inc. (MESA) discloses that director Harvey W. Schiller acquired 31,377 common shares on 18 Jun 2025. The shares came from the automatic vesting of a restricted stock award granted on 18 Jun 2024 under the company’s 2018 Equity Incentive Plan. No cash was paid (exercise price $0). Following the transaction, Schiller’s direct beneficial ownership rose to 125,254 common shares.
The transaction is coded “M,” indicating a conversion of derivative securities (restricted stock) into common shares rather than an open-market purchase or sale. The filing is made solely by the reporting person and contains no indication of any concurrent disposition. No other derivative securities remain outstanding for Schiller post-vesting.
Because the event represents routine equity compensation vesting for a single director, it is unlikely to exert a material impact on Mesa Air Group’s share price or capital structure. Nevertheless, it modestly increases director alignment through larger direct ownership.