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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.
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.