Grundlæggende statistik
| LEI | 549300EY743RMV1F7P98 |
| CIK | 810332 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mesa Air Group, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commis |
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| May 1, 2026 |
Exhibit 10.2 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE REPUBLIC AIRWAYS HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN Republic Airways Holdings Inc., Delaware corporation (the “Company”), pursuant to its 2025 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the target number of Restricted Stock Units set forth |
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| May 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38626 Rep |
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| May 1, 2026 |
Exhibit 10.1 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE REPUBLIC AIRWAYS HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN Republic Airways Holdings Inc., Delaware corporation (the “Company”), pursuant to its 2025 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. T |
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| April 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2026 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Comm |
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| April 29, 2026 |
Republic Airways Holdings Inc. Announces Q1 2026 Financial Results Exhibit 99.1 Contact: Investor Relations Media [email protected] [email protected] Republic Airways Holdings Inc. Announces Q1 2026 Financial Results CARMEL, Indiana—(BUSINESS WIRE)—Republic Airways Holdings Inc. (NASDAQ: RJET) (the “Company” or “Republic”) today reported financial results for the first quarter of 2026 and reaffirmed its outlook for the full year 2026. The Company’s conso |
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| April 28, 2026 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Republic Airways’ Matt Koscal Appointed President and Chief Executive Officer Effective June 15, 2026 David Grizzle to Resume Role of Non-Executive Chair CARMEL, Ind. – April 28, 2026 – Republic Airways Holdings Inc. (NASDAQ: RJET) today announced that its Board of Directors has unanimously named Matthew J. Koscal as President and Chief Executive Officer, |
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| April 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Comm |
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| April 10, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 10, 2026 |
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| March 19, 2026 |
REPUBLIC AIRWAYS HOLDINGS INC. SECURITIES TRADING POLICY (Effective as of November 14, 2025) Exhibit 19.1 REPUBLIC AIRWAYS HOLDINGS INC. SECURITIES TRADING POLICY (Effective as of November 14, 2025) This Securities Trading Policy (“Policy”) contains the following sections: 1.0General 2.0Definitions 3.0General Statement of Policy 4.0Other Prohibited Transactions 5.0Certain Limited Exceptions 6.0Pre-clearance of Trades and Other Procedures 7.010b5-1 and Other Trading Plans 8.0Potential Crim |
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| March 19, 2026 |
SUBSIDIARIES OF REPUBLIC AIRWAYS HOLDINGS, INC. Exhibit 21.1 SUBSIDIARIES OF REPUBLIC AIRWAYS HOLDINGS, INC. Name Jurisdiction of Incorporation Republic Airways Holdings Inc. Delaware Republic Airways Inc. Indianapolis Mesa Airlines, Inc. Nevada Lynx Aviation, Inc. Indianapolis Republic Airways Services, Inc. New York Carmel Finance 2015 LLC Delaware Brickyard Lane Holding LLC Delaware 1 Brickyard Lane LLC Delaware 25 Brickyard Lane LLC Delawar |
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| March 19, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 REPUBLIC AIRWAYS HOLDINGS INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock Other 4,694,960 $ 16.91 $ 79,391,773.60 0.0001381 $ 10,964.00 Total Offering Amounts: $ 7 |
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| March 19, 2026 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.001 per share (“Common Stock”) of Republic Airways Holdings Inc., a Delaware corporation, which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended ( |
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| March 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38626 Republic |
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| March 19, 2026 |
As filed with the Securities and Exchange Commission on March 19, 2026 As filed with the Securities and Exchange Commission on March 19, 2026 Registration No. |
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| March 19, 2026 |
REPUBLIC AIRWAYS HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN Exhibit 10.5 REPUBLIC AIRWAYS HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN 1.Purpose. The purpose of the Republic Airways Holdings Inc. 2025 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants, and advisors of the Company and the o |
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| March 19, 2026 |
Exhibit 97.1 Republic Airways Holdings Inc. Incentive Compensation Clawback Policy (Effective as of November 14, 2025 Pursuant to Nasdaq Rule 5608) 1.Overview. The Board of Directors (the “Board”) of Republic Airways Holdings Inc., Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in acc |
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| March 19, 2026 |
REPUBLIC AIRWAYS INC. TRANSITIONAL CEO AGREEMENT Exhibit 10.17 REPUBLIC AIRWAYS INC. TRANSITIONAL CEO AGREEMENT THIS TRANSITIONAL CEO AGREEMENT (this “Agreement”) is entered by and between Republic Airways Inc., an Indiana corporation (the “Company”), on the one hand, and David Grizzle (“Executive”), on the other, as of the Effective Date (as defined below). The Company and Executive are referred to herein individually as a “Party” and, collecti |
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| March 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2026 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commi |
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| March 4, 2026 |
Republic Airways Holdings Inc. Announces Q4 and Full Year 2025 Financial Results Contact: Investor Relations Media [email protected] [email protected] Republic Airways Holdings Inc. Announces Q4 and Full Year 2025 Financial Results Fourth quarter highlights: •Net income of $5.0 million, or $0.12 per diluted share •Pre-tax income of $16.9 million and EBITDAR1 of $67.9 million •Revenues of $464.1 million on increased block hour activity, up 23.0% •On an adjusted basis1, |
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| February 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Co |
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| December 18, 2025 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF MERGER of REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation with and into MESA AIR GROUP, INC., a Delaware corporation Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and in lieu of filing the agreement of merger, Mesa Air Group, Inc., a Delaware corporation (the “Company”), in connection wi |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2025 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction |
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| December 18, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 4, 2025, Republic Airways Holdings Inc. (“Legacy Republic”) and Mesa Air Group, Inc. (“Mesa”), entered into the Agreement, Plan of Conversion and Plan of Merger (the “Merger Agreement”) pursuant to which Legacy Republic expected to merge with and into Mesa. On November 25, 2025, Mesa consummated the transact |
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| December 18, 2025 |
EX-99.2 Exhibit 99.2 REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) The following unaudited Management’s Discussion and Analysis of Financial Condition and Results of Operations represents supplemental discussion of certain measurements deemed significant by management of Republic Airways Holdings Inc. |
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| December 18, 2025 |
EX-99.1 Exhibit 99.1 INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Balance sheets as of September 30, 2025 and December 31, 2024 2 Statements of operations for the nine months ended September 30, 2025 and 2024 3 Statements of mezzanine equity and shareholders’ equity for the nine |
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| December 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2025 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (C |
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| December 1, 2025 |
ATTACHMENT A CERTIFICATE OF CHANGE PURSUANT TO NRS 78.209 MESA AIR GROUP, INC. EX-3.1 Exhibit 3.1 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Change Pursuant to NRS 78.209 TYPE OR PRINT - USE DARK INK ONLY—DO NOT HIGHLIGHT INSTRUCTIONS: 1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVI |
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| December 1, 2025 |
EX-3.3 Exhibit 3.3 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION Pursuant to Section 265 of the Delaware General Corporation Law 1. The non-Delaware corporation was first formed in the State of New Mexico as a corporation on August 10, 1983, under the name Mesa Airlines, Inc. 2. The non-Delaware corporation changed its name to Mesa Air Group, |
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| December 1, 2025 |
EX-99.1 Exhibit 99.1 Republic Airways and Mesa Air Group Complete Merger Combination creates a leading publicly traded regional airline committed to safely and reliably connecting people and communities across America CARMEL, Ind. and PHOENIX, Nov. 25, 2025 – Republic Airways Holdings Inc. (NASDAQ: RJET) today announced the successful completion of the merger between Republic Airways and Mesa Air |
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| December 1, 2025 |
EX-3.4 Exhibit 3.4 CERTIFICATE OF MERGER of REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation with and into MESA AIR GROUP, INC., a Delaware corporation Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and in lieu of filing the agreement of merger, Mesa Air Group, Inc., a Delaware corporation (the “Company”), in connection wi |
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| December 1, 2025 |
EX-16.1 Exhibit 16.1 CBIZ CPAs P.C. 68 South Service Road Suite 300 Melville, NY 11747 P: 631.414.4000 December 1, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Mesa Air Group, Inc. (now known as Republic Airways Holdings Inc.) under Item 4.01 of its Form 8-K dated December 1, 2025. We agree with the statements co |
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| December 1, 2025 |
EX-10.3 CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[***]”, HAS BEEN EXCLUDED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit 10.3 CAPACITY PURCHASE AGREEMENT AMONG UNITED AIRLINES, INC. AND MESA AIRLINES, INC. AND REPUBLIC AIRWAYS HOLDINGS INC. DATED AS OF NOVEMBER 25, 2025 This docume |
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| December 1, 2025 |
BYLAWS REPUBLIC AIRWAYS HOLDINGS INC. ARTICLE I. EX-3.5 Exhibit 3.5 BYLAWS OF REPUBLIC AIRWAYS HOLDINGS INC. ARTICLE I. OFFICES Section 1. The registered office and registered agent of Republic Airways Holdings Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere as the Board of D |
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| December 1, 2025 |
EX-14.1 Exhibit 14.1 REPUBLIC AIRWAYS HOLDINGS INC. CODE OF BUSINESS CONDUCT AND ETHICS (Effective as of November 25, 2025) I. Introduction This Code of Business Conduct and Ethics (the “Code”) sets forth the legal and ethical standards for all employees, officers, and directors, whether full time or part time (“Covered Persons”) of Republic Airways Holdings Inc. and its subsidiaries (collectively |
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| December 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2025 Republic Airways Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-38626 85-0302351 (State or other jurisdiction of incorporation) (C |
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| December 1, 2025 |
EX-3.2 Exhibit 3.2 Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion ExchangeMerger TYPE OR PRINT—USE DARK INK ONLY—DO NOT HIGHLIGHT 1. Entity Information: (Constituent, Acquired or Merging) Entity Name: Jurisdiction:Entity Type*: If more than one entity being acquired or merging please attach additional page. 2. Entity Information: (Res |
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| November 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 21, 2025 Date of Report (date of earliest event reported) Mesa Air Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 24, 2025 |
EX-99.1 Exhibit 99.1 Mesa Air Group Reports Results for the Three and Nine Months Ended September 30, 2025 Provides update on Merger with Republic Airways Holdings Inc. PHOENIX, November 21, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported operating and financial results for the three and nine months ended September 30, 2025. Previously, on September 24, 2025, th |
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| November 21, 2025 |
Exhibit 97 MESA AIR GROUP, INC. Policy for RECOVERY OF ERRONEOUSLY AWARDED Incentive Compensation (Adopted August 3, 2023) 1. INTRODUCTION Mesa Air Group, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This |
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| November 21, 2025 |
` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38626 MESA |
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| November 21, 2025 |
List of Subsidiaries of Mesa Air Group, Inc. Exhibit 21.1 List of Subsidiaries of Mesa Air Group, Inc. Subsidiaries Jurisdiction of Incorporation or Organization Mesa Airlines, Inc. Nevada Mesa Air Group—Airline Inventory Management, LLC Arizona Mesa Pilot Development, LLC Arizona |
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| November 21, 2025 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Mesa Air Group, Inc. (“Mesa,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the terms of our capital stock is based |
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| November 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2025 Mesa Air Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation or organization |
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| November 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KT y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KT ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Or ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from October 1, 2024 to December 31, 2024. Commission file number 001-38626 MESA A |
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| November 18, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2025 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commissio |
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| November 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2025 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 14, 2025 |
NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For th |
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| October 31, 2025 |
EX-99.1 Exhibit 99.1 Mesa Air Group enters into an Amendment to its Loan Agreement with the United States Treasury and Provides Update to its Pending Merger with Republic Airways October 31, 2025 US Treasury Loan Update PHOENIX, October 31, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it has entered into an Amendment (the “Amendment”) to its Loan and Gu |
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| October 31, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2025 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission |
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| October 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2025 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2025 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2025 MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission File |
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| October 3, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2025 MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission |
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| October 2, 2025 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-288622 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Mesa Air Group, Inc. and Republic Airways Holdings Inc.: Mesa Air Group, Inc., a Nevada corporation (“Mesa”), and Republic Airways Holdings Inc., a Delaware corporation (“Republic”), entered into an Agreement, Plan of Conversion and Plan of Merger |
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| September 30, 2025 |
X0101 EFFECT 33 LIVE 2025-09-30 16:00:00 S-4 0000810332 MESA AIR GROUP INC 333-288622 |
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| September 29, 2025 |
CORRESP September 29, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| September 29, 2025 |
Table of Contents As filed with the Securities and Exchange Commission on September 29, 2025 Registration No. |
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| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 12, 2025 |
[Remainder of page intentionally blank. Signature page follows.] CORRESP September 12, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| September 12, 2025 |
Table of Contents As filed with the Securities and Exchange Commission on September 12, 2025 Registration No. |
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| September 4, 2025 |
September 4, 2025 Michael J. Lotz Chief Financial Officer Mesa Air Group, Inc. 410 North 44th Street, Suite 700 Phoenix, AZ 85008 Re: Mesa Air Group, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed August 14, 2025 File No. 333-288622 Dear Michael J. Lotz: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending |
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| August 14, 2025 |
AMENDMENT NUMBER TWENTY-THREE TO DELTA CONNECTION EX-10.26.24 Exhibit 10.26.24 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TWENTY-THREE TO DELTA CONNECTION AGREEMENT This Amendment Number Twenty-Three (this “Amendment” o |
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| August 14, 2025 |
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.24.3 Exhibit 10.24.3 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of November 27, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and MATTHEW J. KOSCAL (the “Executive”). RECITALS Whereas, the Executive and the Company |
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| August 14, 2025 |
AMENDMENT NO. 4 TO CAPACITY PURCHASE AGREEMENT EX-10.25.5 Exhibit 10.25.5 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 4 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 4 to Capacity Purchase Agreement (this “Amendment” |
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| August 14, 2025 |
SEVENTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.15 Exhibit 10.27.15 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SEVENTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Seventeenth Amendment to the United Express Agreement (the |
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| August 14, 2025 |
TWELFTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.10 Exhibit 10.27.10 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. TWELFTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Twelfth Amendment to the United Express Agreement (the “Amendme |
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| August 14, 2025 |
FIFTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.4 Exhibit 10.27.4 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. FIFTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Fifth Amendment to the United Express Agreement (the ‘‘Amendment’’) |
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| August 14, 2025 |
AMENDMENT NUMBER FIFTEEN TO DELTA CONNECTION EX-10.26.16 Exhibit 10.26.16 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER FIFTEEN TO DELTA CONNECTION AGREEMENT This Amendment Number Fifteen (this “Amendment”), dated as |
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| August 14, 2025 |
AMENDMENT NUMBER ELEVEN TO DELTA CONNECTION EX-10.26.12 Exhibit 10.26.12 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER ELEVEN TO DELTA CONNECTION AGREEMENT This Amendment Number Eleven (this “Amendment”), dated as of |
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| August 14, 2025 |
AMENDMENT NO. 15 CAPACITY PURCHASE AGREEMENT EX-10.25.16 Exhibit 10.25.16 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 15 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 15 to Capacity Purchase Agreement (this “Amendm |
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| August 14, 2025 |
AMENDMENT NUMBER TWO TO DELTA CONNECTION AGREEMENT EX-10.26.3 Exhibit 10.26.3 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TWO TO DELTA CONNECTION AGREEMENT This Amendment Number Two (this “Second Amendment”), dated the 21 |
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| August 14, 2025 |
AMENDMENT NUMBER FOURTEEN TO DELTA EX-10.26.15 Exhibit 10.26.15 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER FOURTEEN TO DELTA CONNECTION AGREEMENT This Amendment Number Fourteen (this “Amendment”), dated a |
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| August 14, 2025 |
AMENDMENT NO. 7 TO CAPACITY PURCHASE AGREEMENT EX-10.25.8 Exhibit 10.25.8 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 7 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 7 to Capacity Purchase Agreement (this “Amendment” |
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| August 14, 2025 |
REPUBLIC AIRWAYS HOLDINGS INC AGREEMENT FOR GRANT OF INCENTIVE INTEREST EX-10.20 Exhibit 10.20 REPUBLIC AIRWAYS HOLDINGS INC AGREEMENT FOR GRANT OF INCENTIVE INTEREST [Date] [Name] [Title] [Employee ID] Dear [Name]: The purpose of this agreement (the “Award Agreement”) is to set forth the terms and conditions of the grant of a long-term cash-based incentive interest (the “Incentive Interest”) made to you by Republic Airways Holdings Inc. (the “Company”) under the Repu |
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| August 14, 2025 |
EX-10.32.1 Exhibit 10.32.1 PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENT Recipient: Republic Airways Inc. 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 PSP Participant Number: PSA-2004031596 Employer Identification Number: 06-1562737 DUNS Number: 832661263 Additional Recipients: Amount of Initial Payroll Support Payment: $56,702,934 The Department of the Treasury (Treasury) hereby provides Payr |
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| August 14, 2025 |
THIRTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.11 Exhibit 10.27.11 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. THIRTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Thirteenth Amendment to the United Express Agreement (the “A |
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| August 14, 2025 |
AMENDMENT No. 1 TO LETTER AGREEMENT COM0449-18 EX-10.28(8) Exhibit 10.28.8 AMENDMENT No. 1 TO LETTER AGREEMENT COM0449-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No. 1 to the Letter Agreement COM0449-18, dated as of |
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| August 14, 2025 |
EX-10.27.20 Exhibit 10.27.20 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT AMONG UNITED AIRLINES, INC. AND REPUBLIC AIRWAYS INC. AND REPUBLI |
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| August 14, 2025 |
AMENDMENT No. 3 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(5) Exhibit 10.28.5 AMENDMENT No. 3 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.3 COM0994-19 (the “Amendment No.3”) dated as of |
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| August 14, 2025 |
AMENDMENT NUMBER TWENTY TO DELTA CONNECTION AGREEMENT EX-10.26.21 Exhibit 10.26.21 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TWENTY TO DELTA CONNECTION AGREEMENT This Amendment Number Twenty (this “Amendment”), dated as of |
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| August 14, 2025 |
EX-10.17 Exhibit 10.17 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of , 202 (this “Agreement”) and is between Republic Airways Holdings Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in |
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| August 14, 2025 |
EX-10.28.2 Exhibit 10.28.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. LETTER AGREEMENT COM0449-18 INDEX 1. [***] 2 2. AHEAD PRO PROGRAM 2 3. CODE SHARE AGREEMENTS 2 4. [***] 2 5. [***] 2 |
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| August 14, 2025 |
AMENDED AND RESTATED WARRANT AGREEMENT EX-10.30.1 Exhibit 10.30.1 AMENDED AND RESTATED WARRANT AGREEMENT TABLE OF CONTENTS Page Article I Closing 1.1 Issuance 1 1.2 Initial Closing; Warrant Closing Date 1 1.3 Interpretation 2 Article II Representations and Warranties 2.1 Representations and Warranties of the Company 3 Article III Covenants 3.1 Commercially Reasonable Efforts 6 3.2 Expenses 6 3.3 Sufficiency of Authorized Common Stock 6 |
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| August 14, 2025 |
AMENDMENT NUMBER THREE TO DELTA CONNECTION EX-10.26.4 Exhibit 10.26.4 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER THREE TO DELTA CONNECTION AGREEMENT This Amendment Number Three (this “Amendment”), dated as of the |
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| August 14, 2025 |
United Express® Agreement United Air Lines, Inc. Shuttle America Corp. EX-10.27.1 Exhibit 10.27.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. December 28, 2006 United Express® Agreement between United Air Lines, Inc. and Shuttle America Corp. TABLE OF CONTEN |
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| August 14, 2025 |
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.23.2 Exhibit 10.23.2 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of November 14, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and PAUL K. KINSTEDT (the “Executive”). RECITALS Whereas, the Executive and the Company ar |
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| August 14, 2025 |
EX-10.25.1 Exhibit 10.25.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. CAPACITY PURCHASE AGREEMENT BETWEEN AMERICAN AIRLINES, INC. AND REPUBLIC AIRLINE INC. DATED AS OF JANUARY 23, 2013 T |
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| August 14, 2025 |
EX-10.25.18 Exhibit 10.25.18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. April 12, 2023 Republic Airways Inc. 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 Attention: Chief Financial |
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| August 14, 2025 |
AMENDMENT NO. 9 TO CAPACITY PURCHASE AGREEMENT EX-10.25.10 Exhibit 10.25.10 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 9 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 9 to Capacity Purchase Agreement (this “Amendmen |
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| August 14, 2025 |
AMENDMENT NO. 16 CAPACITY PURCHASE AGREEMENT EX-10.25.17 Exhibit 10.25.17 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 16 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 16 to Capacity Purchase Agreement (this “Amendm |
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| August 14, 2025 |
TWENTY-FIRST AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.19 Exhibit 10.27.19 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. TWENTY-FIRST AMENDMENT TO UNITED EXPRESS AGREEMENT This Twenty-First Amendment to the United Express Agreement (th |
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| August 14, 2025 |
SEPARATION AND CONSULTING AGREEMENT, GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE EX-10.39 Exhibit 10.39 SEPARATION AND CONSULTING AGREEMENT, GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE This Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue (this “Agreement”), dated as of April 4, 2025, is made by and between Mesa Air Group, Inc., a Delaware corporation (the “Company”) and Michael J. Lotz (“Executive”). WHEREAS, Executive is currently |
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| August 14, 2025 |
EX-10.25.6 Exhibit 10.25.6 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. December 15, 2017 Via E-mail and FedEx Republic Airline Inc. (“Republic”) Republic Airways Holdings Inc. 8909 Purdue |
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| August 14, 2025 |
ELEVENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.9 Exhibit 10.27.9 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. ELEVENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Eleventh Amendment to the United Express Agreement (the “Amendme |
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| August 14, 2025 |
AMENDMENT NUMBER TEN TO DELTA CONNECTION EX-10.26.11 Exhibit 10.26.11 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TEN TO DELTA CONNECTION AGREEMENT This Amendment Number Ten (this “Amendment”), dated as of March |
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| August 14, 2025 |
AMENDMENT NUMBER ONE TO DELTA CONNECTION AGREEMENT EX-10.26.2 Exhibit 10.26.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER ONE TO DELTA CONNECTION AGREEMENT This Amendment Number One (this “First Amendment”), dated the 12t |
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| August 14, 2025 |
PURCHASE AGREEMENT COM0448-18 EMBRAER S.A. REPUBLIC AIRLINE INC. EX-10.28.1 Exhibit 10.28.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. PURCHASE AGREEMENT COM0448-18 between EMBRAER S.A. and REPUBLIC AIRLINE INC. INDEX ARTICLE PAGE 1. DEFINITIONS 4 2. |
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| August 14, 2025 |
REPUBLIC AIRWAYS HOLDINGS INC. LONG-TERM INCENTIVE PLAN EX-10.19 Exhibit 10.19 REPUBLIC AIRWAYS HOLDINGS INC. LONG-TERM INCENTIVE PLAN 1. Purpose The purpose of the Republic Airways Holdings Inc. Long-Term Incentive Plan (this “Plan”) is to promote the interests of Republic Airways Holdings Inc. (the “Company”) and its subsidiaries and affiliates through grants of cash-based incentive interests (“Incentive Interests”) to eligible employees of the Compa |
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| August 14, 2025 |
[Remainder of page intentionally blank. Signature page follows.] CORRESP August 14, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| August 14, 2025 |
EX-10.33.1 Exhibit 10.33.1 WARRANT AGREEMENT TABLE OF CONTENTS Page Article I Closing 1.1 Issuance 1 1.2 Initial Closing; Warrant Closing Date. 1 1.3 Interpretation 2 Article II Representations and Warranties 2.1 Representations and Warranties of the Company 3 Article III Covenants 3.1 Commercially Reasonable Efforts 5 3.2 Expenses 6 3.3 Sufficiency of Authorized Common Stock 6 Article IV Addition |
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| August 14, 2025 |
AMENDMENT No. 4 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(6) Exhibit 10.28.6 AMENDMENT No. 4 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.4 COM0157-20 (the “Amendment No.4”) dated as of |
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| August 14, 2025 |
AMENDMENT NUMBER NINETEEN TO DELTA CONNECTION EX-10.26.20 Exhibit 10.26.20 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER NINETEEN TO DELTA CONNECTION AGREEMENT This Amendment Number Nineteen (this “Amendment”), dated a |
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| August 14, 2025 |
SIXTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.5 Exhibit 10.27.5 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SIXTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Sixth Amendment to the United Express Agreement (the “Amendment”) i |
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| August 14, 2025 |
SIXTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.14 Exhibit 10.27.14 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SIXTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Sixteenth Amendment to the United Express Agreement (the “Ame |
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| August 14, 2025 |
AMENDMENT No. 6 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(9) Exhibit 10.28.9 AMENDMENT No. 6 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.6 (the “Amendment No.6”) dated as of April 30, 2 |
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| August 14, 2025 |
EX-10.29 Exhibit 10.29 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. LOAN AND GUARANTEE AGREEMENT dated as of November 6, 2020 among REPUBLIC AIRWAYS INC., as Borrower, the Guarantors party |
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| August 14, 2025 |
AMENDMENT NO. 1 CAPACITY PURCHASE AGREEMENT EX-10.25.2 Exhibit 10.25.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 1 to Capacity Purchase Agreement (this “Amendment” |
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| August 14, 2025 |
Table of Contents As filed wit h t he Securities and Exchange Commission on August 1 4 , 2025 Registration No. |
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| August 14, 2025 |
AMENDMENT NUMBER EIGHTEEN TO DELTA CONNECTION EX-10.26.19 Exhibit 10.26.19 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER EIGHTEEN TO DELTA CONNECTION AGREEMENT This Amendment Number Eighteen (this “Amendment”), dated a |
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| August 14, 2025 |
EX-10.35 Exhibit 10.35 PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FR |
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| August 14, 2025 |
EIGHTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.16 Exhibit 10.27.16 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. EIGHTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Eighteenth Amendment to the United Express Agreement (this “ |
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| August 14, 2025 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.23.1 Exhibit 10.23.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and PAUL K. KINSTEDT (the “Executive”). RECITALS WHEREAS, the Executive and the Company are parties to the Employment Agreement d |
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| August 14, 2025 |
EX-10.27.21 Exhibit 10.27.21 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. April 4, 2025 United Airlines, Inc. 233 S. Wacker Drive Chicago, Illinois 60606 Re: Amendment No. 1 to A&R CPA — A |
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| August 14, 2025 |
AMENDMENT No. 10 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(13) Exhibit 10.28.13 AMENDMENT No. 10 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.10 (the “Amendment No.10”) dated as of Septem |
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| August 14, 2025 |
AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(16) Exhibit 10.28.16 AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.12 (the “Amendment No.12”) dated as of June 1 |
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| August 14, 2025 |
FIRST AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.2 Exhibit 10.27.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO UNITED EXPRESS AGREEMENT This First Amendment to the United Express Agreement (the “Amendment”) i |
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| August 14, 2025 |
AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(11) Exhibit 10.28.11 AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.8 (the “Amendment No.8”) dated as of February |
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| August 14, 2025 |
AMENDMENT NUMBER TWENTY-ONE TO DELTA CONNECTION EX-10.26.22 Exhibit 10.26.22 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TWENTY-ONE TO DELTA CONNECTION AGREEMENT This Amendment Number Twenty-One (this “Amendment”), dat |
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| August 14, 2025 |
AMENDMENT No. 5 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(7) Exhibit 10.28.7 AMENDMENT No. 5 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.5 (the “Amendment No.5”) dated as of December 17 |
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| August 14, 2025 |
AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(15) Exhibit 10.28.15 AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.11 (the “Amendment No.11”) dated as of March |
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| August 14, 2025 |
EX-10.25.8.1 Exhibit 10.25.8.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. September 21, 2018 Via E-mail and FedEx Republic Airline Inc. (“Republic”) Republic Airways Holdings Inc. 8909 P |
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| August 14, 2025 |
AMENDMENT NUMBER TWELVE TO DELTA CONNECTION EX-10.26.13 Exhibit 10.26.13 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TWELVE TO DELTA CONNECTION AGREEMENT This Amendment Number Twelve (this “Amendment”), dated as of |
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| August 14, 2025 |
AMENDMENT No. 2 TO PURCHASE AGREEMENT CO0448-18 EX-10.28(4) Exhibit 10.28.4 AMENDMENT No. 2 TO PURCHASE AGREEMENT CO0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.2 COM0628-19 (the “Amendment No.2’) dated as of A |
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| August 14, 2025 |
EIGHTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.7 Exhibit 10.27.7 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. EIGHTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Eighth Amendment to the United Express Agreement (the “Amendment”) |
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| August 14, 2025 |
AMENDMENT No. 9 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(12) Exhibit 10.28.12 AMENDMENT No. 9 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.9 (the “Amendment No.9”) dated as of September |
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| August 14, 2025 |
SEPARATION AND CONSULTING AGREEMENT, GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE EX-10.38 Exhibit 10.38 SEPARATION AND CONSULTING AGREEMENT, GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE This Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue (this “Agreement”), dated as of April 4, 2025, is made by and between Mesa Air Group, Inc., a Delaware corporation (the “Company”) and Jonathan G. Ornstein (“Executive”). WHEREAS, Executive is curre |
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| August 14, 2025 |
AMENDMENT NO. 10 TO CAPACITY PURCHASE AGREEMENT EX-10.25.11 Exhibit 10.25.11 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 10 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 10 to Capacity Purchase Agreement (this “Amendm |
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| August 14, 2025 |
AMENDMENT NUMBER TWENTY-FOUR TO DELTA CONNECTION EX-10.26.25 Exhibit 10.26.25 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TWENTY-FOUR TO DELTA CONNECTION AGREEMENT This Amendment Number Twenty-Four (this “Amendment”), d |
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| August 14, 2025 |
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.22.3 Exhibit 10.22.3 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amendment to Second Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of November 27, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and JOSEPH P. ALLMAN (the “Executive”). RECITALS Whereas, the Executive an |
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| August 14, 2025 |
EX-10.26.1 Exhibit 10.26.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. DELTA CONNECTION AGREEMENT This Agreement (this “Agreement”), dated and effective the 13th day of January, 2005, is |
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| August 14, 2025 |
AMENDMENT NUMBER NINE TO DELTA CONNECTION EX-10.26.10 Exhibit 10.26.10 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER NINE TO DELTA CONNECTION AGREEMENT This Amendment Number Nine (this “Amendment”), dated as of Dec |
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| August 14, 2025 |
FOURTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.12 Exhibit 10.27.12 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. FOURTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Fourteenth Amendment to the United Express Agreement (the “A |
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| August 14, 2025 |
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.22.1 Exhibit 10.22.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and JOSEPH P. ALLMAN (the “Executive”). RECITALS WHEREAS, the Executive and the Company are parties to the Amended |
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| August 14, 2025 |
AMENDMENT NUMBER EIGHT TO DELTA CONNECTION EX-10.26.9 Exhibit 10.26.9 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER EIGHT TO DELTA CONNECTION AGREEMENT This Amendment Number Eight (this “Amendment”), dated as of Mar |
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| August 14, 2025 |
TENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.8 Exhibit 10.27.8 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. TENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Tenth Amendment to the United Express Agreement (the “Amendment”) i |
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| August 14, 2025 |
AMENDMENT NUMBER SIXTEEN TO DELTA CONNECTION EX-10.26.17 Exhibit 10.26.17 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER SIXTEEN TO DELTA CONNECTION AGREEMENT This Amendment Number Sixteen (this “Amendment”), dated as |
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| August 14, 2025 |
AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(17) Exhibit 10.28.17 AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.13 (the “Amendment No.13”) dated as of April |
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| August 14, 2025 |
REPUBLIC AIRWAYS HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN EX-10.37 Exhibit 10.37 REPUBLIC AIRWAYS HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Republic Airways Holdings Inc. 2025 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants, and advisors of the Compan |
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| August 14, 2025 |
SUPPLEMENTAL AGREEMENT AND AMENDMENT NO. 12 TO CAPACITY PURCHASE AGREEMENT EX-10.25.13 Exhibit 10.25.13 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLEMENTAL AGREEMENT AND AMENDMENT NO. 12 TO CAPACITY PURCHASE AGREEMENT This Supplemental Agreement and Amendme |
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| August 14, 2025 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.24.1 Exhibit 10.24.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and MATTHEW J. KOSCAL (the “Executive”). RECITALS WHEREAS, the Executive and the Company are parties to the Employment Agreement |
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| August 14, 2025 |
AMENDMENT No. 2 TO LETTER AGREEMENT COM0449-18 EX-10.28(14) Exhibit 10.28.14 AMENDMENT No. 2 TO LETTER AGREEMENT COM0449-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No. 2 to the Letter Agreement COM0449-18, dated as |
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| August 14, 2025 |
NINETEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.17 Exhibit 10.27.17 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. NINETEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Nineteenth Amendment to the United Express Agreement (this “ |
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| August 14, 2025 |
EX-10.16 Exhibit 10.16 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of July 10, 2025 by and among Republic Airways Holdings Inc., a Delaware corporation (the “Company”), and each holder of shares of Common Stock listed on Schedule 1 hereto. BACKGROUND WHEREAS, the Company desires to grant registration rights to the parties to this Agreement on the |
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| August 14, 2025 |
AMENDMENT No. 1 TO PURCHASE AGREEMENT COM0448-18 EX-10.28.3 Exhibit 10.28.3 AMENDMENT No. 1 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.1 COM0291-19 (the “Amendment No.1”) dated as of M |
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| August 14, 2025 |
EX-10.25.15 Exhibit 10.25.15 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. May 28, 2021 Via E-mail and FedEx Republic Airways Inc. 8909 Purdue Road Suite 300 Indianapolis, IN 46268 Attentio |
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| August 14, 2025 |
EX-10.32.2 Exhibit 10.32.2 PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTIO |
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| August 14, 2025 |
SEPARATION AND CONSULTING AGREEMENT, GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE EX-10.40 Exhibit 10.40 SEPARATION AND CONSULTING AGREEMENT, GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE This Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue (this “Agreement”), dated as of April 4, 2025, is made by and between Mesa Air Group, Inc., a Delaware corporation (the “Company”) and Brian S. Gillman (“Executive”). WHEREAS, Executive is currently |
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| August 14, 2025 |
EX-10.25.4 Exhibit 10.25.4 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. October 12, 2017 Via E-mail and FedEx Republic Airline Inc. 8909 Purdue Road Suite 300 Indianapolis, IN 46268 Attent |
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| August 14, 2025 |
SUPPLEMENTAL AGREEMENT AND AMENDMENT NO. 19 CAPACITY PURCHASE AGREEMENT EX-10.25.20 Exhibit 10.25.20 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLEMENTAL AGREEMENT AND AMENDMENT NO. 19 TO CAPACITY PURCHASE AGREEMENT This Supplemental Agreement and Amendme |
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| August 14, 2025 |
AMENDMENT NO. 18 CAPACITY PURCHASE AGREEMENT EX-10.25.19 Exhibit 10.25.19 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 18 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 18 to Capacity Purchase Agreement (this “Amendm |
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| August 14, 2025 |
SUPPLEMENTAL AGREEMENT AMENDMENT NO. 11 CAPACITY PURCHASE AGREEMENT EX-10.25.12 Exhibit 10.25.12 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLEMENTAL AGREEMENT AND AMENDMENT NO. 11 TO CAPACITY PURCHASE AGREEMENT This Supplemental Agreement and Amendme |
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| August 14, 2025 |
AMENDMENT No. 7 TO PURCHASE AGREEMENT COM0448-18 EX-10.28(10) Exhibit 10.28.10 AMENDMENT No. 7 TO PURCHASE AGREEMENT COM0448-18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. This Amendment No.7 (the “Amendment No.7”) dated as of November |
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| August 14, 2025 |
REPUBLIC AIRWAYS HOLDINGS INC. 2020 OMNIBUS INCENTIVE PLAN EX-10.18 Exhibit 10.18 REPUBLIC AIRWAYS HOLDINGS INC. 2020 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the Republic Airways Holdings Inc. 2020 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel, and to provide a means whereby directors, officers, and employees of the Company and the other memb |
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| August 14, 2025 |
TWENTIETH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.18 Exhibit 10.27.18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. TWENTIETH AMENDMENT TO UNITED EXPRESS AGREEMENT This Twentieth Amendment to the United Express Agreement (this “Am |
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| August 14, 2025 |
EX-10.25.9 Exhibit 10.25.9 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. April 23, 2019 Via E-mail Republic Airways Inc. (f/k/a Republic Airline Inc.) (“Republic”) Republic Airways Holdings |
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| August 14, 2025 |
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.24.2 Exhibit 10.24.2 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of November 14, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and MATTHEW J. KOSCAL (the “Executive”). RECITALS Whereas, the Executive and the Company a |
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| August 14, 2025 |
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.23.3 Exhibit 10.23.3 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of November 27, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and PAUL K. KINSTEDT (the “Executive”). RECITALS Whereas, the Executive and the Company |
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| August 14, 2025 |
AMENDMENT NUMBER THIRTEEN TO DELTA EX-10.26.14 Exhibit 10.26.14 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER THIRTEEN TO DELTA CONNECTION AGREEMENT This Amendment Number Thirteen (this “Amendment”), dated a |
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| August 14, 2025 |
FOURTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.3 Exhibit 10.27.3 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. FOURTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Amendment to the United Express Agreement (the “Amendment”) is eff |
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| August 14, 2025 |
AMENDMENT NUMBER SEVENTEEN TO DELTA CONNECTION EX-10.26.18 Exhibit 10.26.18 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER SEVENTEEN TO DELTA CONNECTION AGREEMENT This Amendment Number Seventeen (this “Amendment”), dated |
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| August 14, 2025 |
AMENDMENT NUMBER TWENTY-TWO TO DELTA CONNECTION AGREEMENT EX-10.26.23 Exhibit 10.26.23 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER TWENTY-TWO TO DELTA CONNECTION AGREEMENT This Amendment Number Twenty-Two (this “Amendment”), dat |
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| August 14, 2025 |
EX-10.34 Exhibit 10.34 PAYROLL SUPPORT PROGRAM 3 AGREEMENT Recipient: Republic Airways Inc. 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 PSP Participant Number: PSA-2004031596 Employer Identification Number: 06-1562737 DUNS Number: 832661263 Additional Recipients: Amount of Initial Payroll Support Payment: $60,819,850.52 The Department of the Treasury (Treasury) hereby provides Payroll Suppo |
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| August 14, 2025 |
SUPPLEMENTAL AGREEMENT AMENDMENT NO. 13 CAPACITY PURCHASE AGREEMENT EX-10.25.14 Exhibit 10.25.14 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLEMENTAL AGREEMENT AND AMENDMENT NO. 13 TO CAPACITY PURCHASE AGREEMENT This Supplemental Agreement and Amendme |
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| August 14, 2025 |
EX-10.31.1 Exhibit 10.31.1 WARRANT AGREEMENT TABLE OF CONTENTS Page Article I Closing 1.1 Issuance 1 1.2 Initial Closing; Warrant Closing Date 1 1.3 Interpretation 2 Article II Representations and Warranties 2.1 Representations and Warranties of the Company 3 Article III Covenants 3.1 Commercially Reasonable Efforts 5 3.2 Expenses 6 3.3 Sufficiency of Authorized Common Stock 6 Article IV Additiona |
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| August 14, 2025 |
EX-10.25.7 Exhibit 10.25.7 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. February 23, 2018 Via E-mail and FedEx Republic Airline Inc. (“Republic”) Republic Airways Holdings Inc. 8909 Purdue |
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| August 14, 2025 |
AMENDMENT NUMBER FIVE TO DELTA CONNECTION EX-10.26.6 Exhibit 10.26.6 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER FIVE TO DELTA CONNECTION AGREEMENT This Amendment Number Five (this “Amendment”), dated as of the 1 |
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| August 14, 2025 |
AMENDMENT NUMBER FOUR TO DELTA CONNECTION EX-10.26.5 Exhibit 10.26.5 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER FOUR TO DELTA CONNECTION AGREEMENT This Amendment Number Four (this “Amendment”), dated as of the A |
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| August 14, 2025 |
SEVENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.6 Exhibit 10.27.6 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. SEVENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Seventh Amendment to the United Express Agreement (this “Amendmen |
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| August 14, 2025 |
FIFTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT EX-10.27.13 Exhibit 10.27.13 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. FIFTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT This Fifteenth Amendment to the United Express Agreement (the “Ame |
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| August 14, 2025 |
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.22.2 Exhibit 10.22.2 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Second Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of November 14, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and JOSEPH P. ALLMAN (the “Executive”). RECITALS Whereas, the Executive and |
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| August 14, 2025 |
EX-10.21 Exhibit 10.21 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE REPUBLIC AIRWAYS HOLDINGS INC. 2020 OMNIBUS INCENTIVE PLAN Republic Airways Holdings Inc. (the “Company”), pursuant to its Republic Airways Holdings Inc. 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the target number of Restricted St |
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| August 14, 2025 |
EX-10.27.22 Exhibit 10.27.22 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. April 4, 2025 United Airlines, Inc. 233 S. Wacker Drive Chicago, Illinois 60606 Re: Mesa Airlines CPA Ladies and G |
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| August 14, 2025 |
AMENDMENT NO. 2 TO CAPACITY PURCHASE AGREEMENT EX-10.25.3 Exhibit 10.25.3 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 2 to Capacity Purchase Agreement (this “Amendment” |
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| August 14, 2025 |
AMENDMENT NUMBER SIX TO DELTA CONNECTION EX-10.26.7 Exhibit 10.26.7 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER SIX TO DELTA CONNECTION AGREEMENT This Amendment Number Six (this “Amendment”), effective as of thi |
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| August 14, 2025 |
AMENDMENT NUMBER SEVEN TO DELTA CONNECTION EX-10.26.8 Exhibit 10.26.8 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NUMBER SEVEN TO DELTA CONNECTION AGREEMENT This Amendment Number Seven (this “Amendment”), dated as of Dec |
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| August 13, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 13, 2025 |
Mesa Airlines Third Quarter Fiscal 2025 Prepared Remarks EX-99.1 Exhibit 99.1 Mesa Airlines Third Quarter Fiscal 2025 Prepared Remarks Operator: Good day, and welcome to the Mesa Air Group Fiscal Third Quarter 2025 Earnings Conference Call. All participants will be in a listen-only mode and because of the pendency of the Company’s merger, there will not be an opportunity to ask questions on today’s call. I would now like to turn the conference call over |
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| August 13, 2025 |
EX-99.1 Exhibit 99.1 Mesa Air Group Reports Third Quarter Fiscal 2025 Results and Provides Update on Proposed Merger with Republic Airways Holdings Inc. Management to Hold Call Following Market Close Today August 13, 2025 PHOENIX, August 13, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported third quarter fiscal 2025 financial and operating results, as well as prov |
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| August 13, 2025 |
` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38626 MESA AIR |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 13, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 7, 2025 |
August 7, 2025 Michael J. Lotz Chief Financial Officer Mesa Air Group, Inc. 410 North 44th Street, Suite 700 Phoenix, AZ 85008 Re: Mesa Air Group, Inc. Registration Statement on Form S-4 Filed July 11, 2025 File No. 333-288622 Dear Michael J. Lotz: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation |
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| July 25, 2025 |
EX-99.1 Exhibit 99.1 Mesa Air Group Files Registration Statement on Form S-4 and S-1 in Connection with Proposed Merger with Republic Airways Holdings Inc. July 23, 2025 PHOENIX, July 23, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) announced that it filed a registration statement on Form S-4 and S-1 with the U.S. Securities and Exchange Commission (“SEC”) on July 10, 2025 |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission File N |
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| July 23, 2025 |
EX-99.1 Exhibit 99.1 Mesa Air Group Files Registration Statement on Form S-4 and S-1 in Connection with Proposed Merger with Republic Airways Holdings Inc. July 23, 2025 PHOENIX, July 23, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) announced that it filed a registration statement on Form S-4 and S-1 with the U.S. Securities and Exchange Commission (“SEC”) on July 10, 2025 |
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| July 11, 2025 |
List of subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of Mesa Air Group, Inc. Subsidiaries Jurisdiction of Incorporation or Organization Mesa Airlines, Inc. Nevada Mesa Air Group—Airline Inventory Management, LLC Arizona Mesa Pilot Development, LLC Arizona |
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| July 11, 2025 |
EX-99.4 Exhibit 99.4 The undersigned hereby consents to being named in the registration statement on Form S-4 and Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) |
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| July 11, 2025 |
EX-99.3 Exhibit 99.3 The undersigned hereby consents to being named in the registration statement on Form S-4 and Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) |
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| July 11, 2025 |
Exhibit 99.5 The undersigned hereby consents to being named in the registration statement on Form S-4 and Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) filed b |
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| July 11, 2025 |
Table of Contents As filed with the Securities and Exchange Commission on July 10, 2025 Registration No. |
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| July 11, 2025 |
EX-99.2 Exhibit 99.2 The undersigned hereby consents to being named in the registration statement on Form S-4 and Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as (the “Registration Statement”) filed b |
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| July 11, 2025 |
Form of Bylaws of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc. Exhibit 3.5 BYLAWS OF MESA AIR GROUP INC. ARTICLE I. OFFICES Section 1. The registered office and registered agent of Mesa Air Group, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere as the Board of Directors of the Corporation |
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| July 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissi |
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| July 11, 2025 |
EX-3.4 Exhibit 3.4 CERTIFICATE OF INCORPORATION OF MESA AIR GROUP INC. ARTICLE I Section 1.1. Name. The name of the Corporation is Mesa Air Group, Inc. (the “Corporation”). ARTICLE II Section 2.1. Address. The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808; the name of the Corporation’ |
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| July 11, 2025 |
Exhibit 99.1 The undersigned hereby consents to being named in the registration statement on Form S-4 and Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) filed b |
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| July 11, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 / S-1 (Form Type) MESA AIR GROUP, INC. |
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| July 11, 2025 |
EX-99.6 Exhibit 99.6 The undersigned hereby consents to being named in the registration statement on Form S-4 and Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) |
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| July 11, 2025 |
Exhibit 10.36 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [•], 2025, by and between: Mesa Air Group, Inc., a Delaware corporation (together with its successor after the Closing, as defined herein, the “Mesa”); Mesa Representative (the “Mesa Representative”), as representative, United Airlines, Inc., a Delaware corporation (“United” and together with Mes |
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| May 20, 2025 |
Mesa Air Group Reports Second Quarter Fiscal 2025 Results Mesa Air Group Reports Second Quarter Fiscal 2025 Results May 20, 2025 PHOENIX, May 20, 2025 – Mesa Air Group, Inc. |
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| May 20, 2025 |
Mesa Air Group Reports First Quarter Fiscal 2025 Results Exhibit 99.1 Mesa Air Group Reports First Quarter Fiscal 2025 Results May 19, 2025 PHOENIX, May 19, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported first quarter fiscal 2025 financial and operating results. First Quarter Fiscal 2025 Update: • Total operating revenues of $103.2 million • Pre-tax loss of $116.3 million, net loss of $114.6 million, or $(2.77) per d |
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| May 20, 2025 |
` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ` UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38626 MESA AIR |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38626 MESA AI |
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| May 14, 2025 |
Waiver to Second Amended and Restated Credit and Guaranty Agreement, dated December 23, 2024 Exhibit 10.10.10 EXECUTION VERSION WAIVER TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This WAIVER TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of December 23, 2024 (this “Waiver”), is entered into by and among Mesa Airlines, Inc., a Nevada corporation (“Mesa”), Mesa Air Group Airline Inventory Management, L.L.C., an Arizona limited liability company (“Mes |
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| May 14, 2025 |
Mesa Air Group Reports Fourth Quarter and Fiscal Full-Year 2024 Results Exhibit 99.1 Mesa Air Group Reports Fourth Quarter and Fiscal Full-Year 2024 Results May 14, 2025 PHOENIX, May 14, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported fourth quarter and fiscal full-year 2024 financial and operating results. Fourth Quarter Fiscal 2024 Update: • Total operating revenues of $115.3 million • Pre-tax loss of $24.5 million, net loss of $2 |
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| May 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 14, 2025 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Mesa Air Group, Inc. (“Mesa,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the terms of our capital stock is based |
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| May 14, 2025 |
List of subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of Mesa Air Group, Inc. Subsidiaries Jurisdiction of Incorporation or Organization Mesa Airlines, Inc. Nevada Mesa Air Group—Airline Inventory Management, LLC Arizona Mesa Pilot Development, LLC Arizona |
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| May 14, 2025 |
Exhibit 10.5 second AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT made and entered into this 2nd day of December, 2024, by and between Mesa Air Group, Inc., a Nevada corporation (the "Company"), and Brian S. Gillman (“Executive”). RECITALS The Company and Executive were parties to an Employment Agreement dated April 23, 2014, with an effective date |
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| May 14, 2025 |
Exhibit 10.7.8 Execution Version January 19, 2024 VIA FEDEX AND E-MAIL Mesa Airlines, Inc. 410 N. 44th Street Suite 700 Phoenix, AZ 85008 Attention: President & General Counsel Re: Second Amendment (this “Amendment”) to the Third Amended and Restated Capacity Purchase Agreement Ladies and Gentlemen: As you are aware, Mesa Airlines, Inc. (“Contractor”), Mesa Air Group, Inc. (“Parent”) and United Ai |
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| May 14, 2025 |
Exhibit 97 MESA AIR GROUP, INC. Policy for RECOVERY OF ERRONEOUSLY AWARDED Incentive Compensation (Adopted August 3, 2023) 1. INTRODUCTION Mesa Air Group, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This |
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| May 14, 2025 |
Exhibit 10.7.9 Execution Version May 8, 2024 VIA FEDEX AND E-MAIL Mesa Airlines, Inc. 410 N. 44th Street Suite 700 Phoenix, AZ 85008 Attention: President & General Counsel Re: Third Amendment (this “Amendment”) to the Third Amended and Restated Capacity Purchase Agreement Ladies and Gentlemen: As you are aware, Mesa Airlines, Inc. (“Contractor”), Mesa Air Group, Inc. (“Parent”) and United Airlines |
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| May 14, 2025 |
Exhibit 10.18.3 CCR Modification Agreement Certification This CCR Modification Agreement is entered into by the parties hereto in connection with the Loan and Guarantee Agreement dated as of October 30, 2020, and entered into pursuant to Division A, Title IV, Subtitle A, section 4029 of the Coronavirus Aid, Relief, and Economic Security Act (P. L. 116-136), as amended. The parties named below and |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-38626 MESA AIR GROUP, INC. |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K Form 20-F Form 11-K ☒ Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: March 31, 2025 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Perio |
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| May 14, 2025 |
Certain confidential information contained in this document, marked by brackets, has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed Exhibit 10. |
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| May 14, 2025 |
Exhibit 10.7.10 Execution Version December 23, 2024 VIA FEDEX AND E-MAIL Mesa Airlines, Inc. 410 N. 44th Street Suite 700 Phoenix, AZ 85008 Attention: President & General Counsel Re: Fourth Amendment (this "Amendment") to the Third Amended and Restated Capacity Purchase Agreement Ladies and Gentlemen: As you are aware, Mesa Airlines, Inc. ("Contractor"), Mesa Air Group, Inc. ("Parent"), and United |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 (April 4, 2025) MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction (Commission (I.R.S. |
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| April 8, 2025 |
Exhibit 10.1 Execution Version THREE PARTY AGREEMENT among MESA AIR GROUP, INC., MESA AIRLINES, INC., UNITED AIRLINES, INC., REPUBLIC AIRWAYS HOLDINGS INC. and MESA REPRESENTATIVE Dated as of April 4, 2025 TABLE OF CONTENTS Page ARTICLE I CERTAIN PRE-CLOSING AND CLOSING TRANSACTIONS Section 1.1 CRJ Asset Impairment Losses 1 Section 1.2 Inspections 2 Section 1.3 FTI Fees and Legal Fees 2 Section 1. |
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| April 8, 2025 |
Exhibit 99.1 Republic Airways and Mesa Air Group to Combine, Creating America’s Regional Airline of Choice Brings together two highly complementary cultures, fleets, and operations, which will continue to connect communities across America CARMEL, IN & PHOENIX, AZ – April 7, 2025 – Republic Airways Holdings Inc. and Mesa Air Group, Inc. (NASDAQ: MESA) today announced that they have entered into a |
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| April 8, 2025 |
Exhibit 2.1 Execution Version AGREEMENT, PLAN OF CONVERSION AND PLAN OF MERGER between MESA AIR GROUP, INC., and REPUBLIC AIRWAYS HOLDINGS INC. Dated as of April 4, 2025 TABLE OF CONTENTS Page ARTICLE I CONVERSION; MERGER Section 1.1 Closing 2 Section 1.2 Plan of Conversion 2 Section 1.3 Merger 4 Section 1.4 Certain Corporate Governance Matters 5 ARTICLE II EFFECT OF THE MERGER; OTHER TRANSACTIONS |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 (April 4, 2025) MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction (Commission (I.R.S. |
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| March 7, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission File N |
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| March 7, 2025 |
Letter to the Securities and Exchange Commission from Marcum LLP dated as of March 4, 2025. TERMINATION OF CLIENT-AUDITOR RELATIONSHIP March 4, 2025 Michael Lotz Chief Financial Officer Mesa Air Group, Inc. |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Mesa Air Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 26, 2025 |
Mesa Air Group Discloses Notice from Nasdaq Mesa Air Group Discloses Notice from Nasdaq February 26, 2025 PHOENIX, February 26, 2025 (GLOBE NEWSWIRE) – Mesa Air Group, Inc. |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K Form 20-F Form 11-K ☒ Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: December 31, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Pe |
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| January 21, 2025 |
Mesa Air Group Discloses Notice from Nasdaq Exhibit 99.1 Mesa Air Group Discloses Notice from Nasdaq January 21, 2025 PHOENIX, January 21, 2025 (ACCESSWIRE) – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on January 15, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rul |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 Mesa Air Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 7, 2025 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction (Commission (I.R.S. Employer of |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: September 30, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition P |
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| October 16, 2024 |
Mesa Air Group Reports Third Quarter Fiscal 2024 Results Exhibit 99.1 Mesa Air Group Reports Third Quarter Fiscal 2024 Results October 16, 2024 PHOENIX, October 16, 2024 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported third quarter fiscal 2024 financial and operating results. Third Quarter Fiscal 2024 Update: • Total operating revenues of $110.8 million, United Express contract revenue 8.0% higher year-over-year • Pre-tax |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38626 MESA AIR GR |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction (Commission (I.R.S. Employer of in |
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| August 20, 2024 |
Mesa Air Group Discloses Notice from Nasdaq Exhibit 99.1 Mesa Air Group Discloses Notice from Nasdaq August 20, 2024 PHOENIX, August 20, 2024 (ACCESSWIRE) – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on August 16, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5 |
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| August 16, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Mesa Air Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission File |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: June 30, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 Mesa Air Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporation) (Commission File |
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| July 2, 2024 |
y UNITEDSTATES SECURITIES ANDEXCHANGECOMMISSION WASHINGTON,D.C.20549 FORM 10-K ☒ ANNUAL REPORTPURSUANT TO SECTION 13OR 15(d)OF THESECURITIESEXCHANGEACT OF 1934 For thefiscalyearendedSeptember30,2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d)OFTHE SECURITIESEXCHANGEACT OF 1934 For thetransitionperiodfrom to . Commission file number 001-38626 MESA AIRGROUP,INC. (Exact name of registrantas |
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| July 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of th |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Mesa Air Group, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38626 85-0302351 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 18, 2024 |
Mesa Air Group Reports Second Quarter Fiscal 2024 Results Exhibit 99.1 Mesa Air Group Reports Second Quarter Fiscal 2024 Results June 18, 2024 PHOENIX, June 18, 2024 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported second quarter fiscal 2024 financial and operating results. Second Quarter Fiscal 2024 Update: • Total operating revenues of $131.6 million • Pre-tax income of $11.7 million, net income of $11.7 million or $0.28 p |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38626 MESA AIR G |
