Mesa Air Group Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure
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As previously disclosed, on April 4, 2025, Mesa Air Group, Inc., a Nevada corporation (“Mesa”), entered into the Agreement, Plan of Conversion and Plan of Merger (the “Merger Agreement”), by and between Mesa and Republic Airways Holdings Inc., a Delaware corporation (“Republic”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, Republic will merge (the “Merger”) with and into Mesa, with Mesa continuing as the surviving corporation and renamed “Republic Airways Holdings Inc.”
| Item 2.02 | Results of Operations and Financial Condition. |
On November 21, 2025, Mesa issued a press release announcing its financial and operating results for its fiscal quarter ended September 30, 2025 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
The information contained in Item 2.02 of this Report (as well as in Exhibit 99.1) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
| Item 7.01 | Regulation FD Disclosure. |
On November 21, 2025, Mesa disclosed certain information about the financial results as of and for the nine months ended September 30, 2025 for Republic and an update on the Merger in the Press Release, which is incorporated herein by reference.
The information contained in Item 7.01 of this Report (as well as in Exhibit 99.1) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated November 21, 2025, issued by Mesa Air Group, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mesa Air Group, Inc. | ||||||
| Date: November 21, 2025 | By: | /s/ Brian S. Gillman | ||||
| Brian S. Gillman | ||||||
| Executive Vice President and General Counsel | ||||||