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Mesa Air Group (MESA) reported that its stockholders approved key proposals related to its planned merger with Republic Airways Holdings Inc. At a special meeting, holders representing 29,918,869 shares of common stock were present out of 41,879,859 shares outstanding as of the record date, constituting a quorum.
Stockholders approved the Merger Proposal, which covers the merger of Republic into Mesa and Mesa’s conversion from a Nevada corporation to a Delaware corporation, with 29,695,963 votes in favor. They also approved the Nasdaq Stock Issuance Proposal authorizing the issuance of more than 20% of Mesa’s pre-merger common stock, including shares to Republic stockholders and in respect of escrow shares, with 29,263,853 votes for.
On an advisory basis, stockholders approved certain compensation that will or may be paid to named executive officers in connection with the merger, and they approved the Republic 2025 Equity Incentive Plan. An adjournment proposal was also approved, although it was not needed because all key merger-related items received sufficient support.
Mesa Air Group (MESA) announced that its stockholders overwhelmingly approved its planned merger with Republic Airways Holdings Inc. at a special meeting. The main merger proposal, which also converts Mesa from a Nevada to a Delaware corporation and renames it “Republic Airways Holdings Inc.” at closing, received 29,695,963 votes for and 185,635 against. As of the record date, 41,879,859 shares were outstanding, and 29,918,869 shares were represented, establishing a quorum.
Stockholders also approved a Nasdaq stock issuance proposal covering the issuance of more than 20% new common shares in connection with the merger and related escrow shares, an advisory vote on merger-related executive compensation, a new Republic 2025 Equity Incentive Plan, and an adjournment proposal. The transaction remains subject to the remaining conditions in the merger agreement and other customary closing requirements.
Mesa Air Group (MESA) filed an update noting it amended its Loan and Guarantee Agreement with Jefferies (successor to the U.S. Treasury) and provided details on its pending all‑stock merger with Republic Airways. In connection with the amendment, Mesa Airlines deposited cash in a collateral account controlled by Jefferies and pledged an aircraft engine as collateral.
For the merger, Pre‑Merger Mesa shareholders are expected to own 6%–12% of the combined company, which will be renamed Republic Airways Holdings Inc. and is expected to trade on NASDAQ as “RJET.” Escrow Shares tied to the combined company’s 20‑day average share price ending 60 days after closing will first cover any Net Debt Amount owed to United Airlines, with any remainder allocated to Pre‑Merger Mesa shareholders. Mesa reported net operating losses of $277.6 million (federal) and $150.6 million (state) as of June 30, 2025, which will be credited toward the Net Debt Amount at closing.
Mesa’s Adjusted EBITDA was $14.3 million for the six months ended June 30, 2025; Republic reported Adjusted EBITDA of $168.8 million for the same period. A special stockholder meeting is set for November 17, 2025, with closing targeted on or about November 19, 2025.
Mesa Air Group filed a current report noting it issued a press release on October 31, 2025. The release announces an amendment to its Loan and Guarantee Agreement with the United States Treasury and provides updates related to the company’s pending merger with Republic Airways Holdings Inc. The press release is furnished as Exhibit 99.1 to this report.
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 September 30 to December 31, effective for the fiscal year beginning January 1, 2025 and ending December 31, 2025. To cover the gap created by this calendar-year shift, Mesa will file a transition report, a Form 10-KT, for the period October 1, 2024 through December 31, 2024, with a required filing date no later than December 29, 2025. The change was reported on September 29, 2025 and signed by Brian S. Gillman, Executive Vice President and General Counsel.
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.