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 (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.
Form 4 filing overview: Mesa Air Group (ticker MESA) reports that President & Chief Financial Officer 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.
Form 4 filing summary – Mesa Air Group, Inc. (MESA)
Executive Vice President, General Counsel and Secretary Brian S. Gillman reported the vesting and automatic conversion of 23,504 restricted stock units (RSUs) into common shares on 18 June 2025 (Transaction Code M). The RSUs carried a $0 exercise price and stem from a 70,510-share award granted on 18 June 2024 under the company’s 2018 Equity Incentive Plan.
- Post-transaction ownership: 155,530 common shares held directly.
- Remaining unvested derivative securities: 102,998 RSUs.
- Future vesting schedule: two equal tranches of 23,503 shares on 18 June 2026 and 18 June 2027, respectively.
- Acceleration clause: Vesting may accelerate upon a change-of-control event, specifically the pending merger with Republic Airways Holding Inc. if consummated before scheduled vesting.
No open-market purchase or sale occurred; the transaction reflects routine equity compensation vesting. The filing offers a small signal of insider equity alignment and highlights the potential timing implication of the announced merger.