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Organization and Operations | 9 Months Ended
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Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Operations | 1. Organization and Operations About Mesa Air Group, Inc. Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. ("Mesa," "Mesa Airlines," the "Company," "we," "our," or "us") is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 76 cities in 32 states and Mexico. As of September 30, 2025, Mesa operated a fleet of 60 Embraer 175 ("E-175") regional aircraft with approximately 234 daily departures. The aircraft in Mesa’s fleet were operated under the Company’s Amended and Restated Capacity Purchase Agreement ("CPA"), as United Express, pursuant to the terms of the CPA entered into with United. Except as set forth in the following sentence, all of the Company’s consolidated contract revenues for the three and nine months ended September 30, 2025 and September 30, 2024 were derived from operations associated with the CPA, leases of aircraft to a third party, and Mesa Pilot Development ("MPD"). Revenues during the nine months ended September 30, 2024 also included revenues derived from our Flight Services Agreement ("FSA") with DHL Network Operations (USA), inc. ("DHL"), which terminated in March 2024. Additionally, our leases of aircraft to a third party terminated upon the sale of such aircraft to United during the nine months ended September 30, 2025. The CPA involves a revenue-guarantee arrangement whereby United pays fixed-fees for each aircraft under contract, departure, flight hour (measured from takeoff to landing, excluding taxi time) or block hour (measured from takeoff to landing, including taxi time), and reimbursement of certain direct operating expenses in exchange for providing flight services. United also pays certain expenses directly to suppliers, such as fuel, ground operations and landing fees. Under the terms of the CPA, United controls route selection, pricing, and seat inventories, reducing our exposure to fluctuations in passenger traffic, fare levels, and fuel prices. Merger Agreement On April 4, 2025, the Company entered into an Agreement, Plan of Conversion and Plan of Merger (the "Merger Agreement") with Republic Airways Holdings, Inc., a Delaware corporation ("Republic"). Subject to the terms and conditions of the Merger Agreement, Republic will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation following the Merger. In connection with the Merger, immediately prior to the effective time of the Merger (the "Effective Time"), the Company will convert from a Nevada corporation to a Delaware corporation pursuant to a Plan of Conversion (the "Conversion). Effect on Capital Stock At the Effective Time, each share of common stock (“Republic Common Stock”), par value $0.001 per share, of Republic issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares (as defined in the Merger Agreement) and dissenting shares held by stockholders who (i) have not voted in favor of the Merger or consented to it in writing and (ii) have properly demanded appraisal of such shares of Republic Common Stock in accordance with, and have complied in all respects with, the provisions of Section 262 of the Delaware General Corporation Law), shall thereupon be converted into the right to receive 584.90 validly issued, fully paid and non-assessable shares of common stock (“Mesa Common Stock”), no par value per share, of Mesa (the “Merger Consideration”). Treatment of Equity Awards Immediately prior to the Effective Time, (i) any vesting conditions applicable to each Parent RSU (as defined in the Merger Agreement) shall, automatically and without any required action on the part of the holder thereof, accelerate in full, and (ii) each Parent RSU shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Parent RSU to receive the number of shares of Mesa Common Stock subject to such Parent RSU immediately prior to the Effective Time. Immediately prior to the Effective Time, (i) each outstanding Republic RSU (as defined in the Merger Agreement) that has vested in accordance with its terms (including each outstanding Republic RSU that will become vested upon the closing of the Merger) (a “Vested Republic RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Vested Republic RSU to receive a number of whole shares of Mesa Common Stock (rounded up to the next whole share of Mesa Common Stock), which shares of Republic Common Stock shall be converted into Mesa Common Stock, and (ii) each outstanding Republic RSU that is not a Vested Republic RSU (an “Unvested Republic RSU”) shall, automatically and without any required action on the part of the holder thereof, be assumed by Mesa and converted into the right to receive an award of restricted shares of Mesa Common Stock pursuant to the Parent Equity Award Plan (as defined in the Merger Agreement) (each, a “Parent Restricted Stock Award”) in an amount equal to the number of whole shares of Mesa Common Stock (rounded up to the next whole share of Mesa Common Stock) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of shares of Republic Common Stock subject to such Unvested Republic RSU immediately prior to the Effective Time. Each Republic RSU Award assumed and converted into a Mesa Restricted Stock Award shall continue to have, and shall be subject to, the same terms and conditions (including with respect to vesting) as applied to the corresponding Republic RSU Award as of immediately prior to the Effective Time. Conditions to the Merger Each of Mesa’s and Republic's obligation to consummate the Merger is subject to a number of conditions, including, among others, the following, as further described in the Merger Agreement: (i) approval of the transactions contemplated under the Merger Agreement by (a) the holders of at least two-thirds of the outstanding shares of Republic Common Stock entitled to vote thereon and (b) the holders of a majority of the outstanding shares of Mesa Common Stock, (ii) expiration of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) effectiveness of the registration statement relating to the transaction, (iv) the shares of Mesa Common Stock to be issued in the Merger being approved for listing on NASDAQ, (v) no governmental entity shall have enacted, issued, promulgated, enforced or entered any law or order that has the effect of making illegal, enjoining, or otherwise restraining or prohibiting the consummation of the transactions contemplated under the Merger Agreement, (vi) the receipt of requisite approvals from specified aviation authorities, (vii) the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the Merger Agreement, (viii) material compliance by the other party with its covenants, (ix) no material adverse effect having occurred with respect to the other party since the signing of the Merger Agreement, (x) the satisfaction of certain specified conditions of the Three Party Agreement (as defined below), (xi) United shall not have materially breached the terms of the CPA Side Letter (as defined in the Merger Agreement) or provided Mesa or Republic with written notice of its intention not to perform or comply with any of the terms or conditions under the Go-Forward CPA (as defined in the Merger Agreement), and (xiii) the filing by Mesa of its Form 10-K for the period ended September 30, 2024 and Form 10-Q for the period ended December 31, 2024. The conditions set forth in subsection (xiii) have been satisfied. Representations and Warranties; Covenants The Merger Agreement contains customary representations, warranties and covenants by Mesa and Republic. The Merger Agreement also contains customary pre-closing covenants, including the obligation of Mesa and Republic to conduct their respective businesses in the ordinary course consistent with past practice and to refrain from taking specified actions without the consent of the other party. Each of Mesa and Republic has agreed not to solicit any offer or proposal for specified alternative transactions, or, subject to certain exceptions relating to the receipt of unsolicited offers that may be deemed to be “superior proposals” (as defined in the Merger Agreement), to participate in discussions or engage in negotiations regarding such an offer or proposal with, or furnish any nonpublic information regarding such an offer or proposal to, any person that has made such an offer or proposal. Termination and Termination Fee The Merger Agreement contains certain customary termination rights, including, among others, (i) the right of either Mesa or Republic to terminate the Merger Agreement if Mesa or Republic’s stockholders fail to approve the Merger, (ii) the right of either Mesa or Republic to terminate the Merger Agreement if (a) the board of directors of the other party changes its recommendation to approve the transactions or (b) the other party materially breaches any of its representations, warranties or covenants contained in the Merger Agreement in a manner that causes certain conditions to closing to not be satisfied, (iii) the right of either Mesa or Republic to terminate the Merger Agreement if, prior to the receipt of such party’s stockholder approval, such party accepts a superior proposal and such party enters into a definitive agreement for such superior proposal and pays the termination fee to the other party, (iv) the right of either Mesa or Republic to terminate the Merger Agreement if the Merger has not occurred by January 5, 2026, and a further extension until April 6, 2026, in certain circumstances (the “Outside Date”), and (v) the right of Republic to terminate the Merger Agreement if there is a breach of the Three Party Agreement or the CPA Side Letter in a manner that causes certain conditions to closing to not be satisfied. If the Merger Agreement is terminated pursuant to certain termination rights, the terminating party will be required to pay a termination fee of $1.5 million to the non-terminating party. Description of Merger Agreement Not Complete The Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Mesa or Republic. The representations, warranties, covenants and other agreements contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by the parties, including being qualified and modified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them. Investors should be aware that the representations, warranties, covenants and other agreements or any description thereof may not reflect the actual state of facts or condition of Mesa or Republic. Moreover, information concerning the subject matter of the representations, warranties, covenants and other agreements may change after the date of the Merger Agreement. Further, investors should read the Merger Agreement not in isolation, but only in conjunction with the other information that Mesa includes in reports, statements and other filings it makes with the Securities and Exchange Commission (the “SEC”). Three Party Agreement Concurrently with the execution and delivery of the Merger Agreement, Mesa, Republic and United, among other parties, entered into that certain Three Party Agreement (the “Three Party Agreement”), pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities and effectuate certain related transactions; (ii) United will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i); and (iii) Mesa at the closing of the Merger will conduct a primary issuance of shares of Mesa Common Stock equal to six percent of the issued and outstanding shares of Mesa Common Stock after giving effect to the issuance of Mesa Common Stock in the Merger (the “Primary Issuance”), which Primary Issuance will (a) first become available to United to the extent of certain financial contributions made by United to Mesa at or prior to the effective time of the Merger, (b) second, to the extent of any remainder, become available to the surviving corporation to satisfy certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to the persons who, as of immediately prior to the Effective Time, held shares of Mesa Common Stock. The foregoing description of the Merger Agreement and the Three Party Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the Three Party Agreement, which are attached as Exhibit 2.1 and 10.1, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2025. Liquidity and Going Concern During the nine months ended September 30, 2025 and fiscal year ended December 31, 2024, costs associated with the transition of our operations with American to United, ongoing carrying costs related to the parked CRJ-900 fleet that has been sold but not closed, selling costs related to the CRJ-900 airframes and GE CF34-8B/C engines, and increasing interest rates adversely impacted our financial results, cash flows, financial position, and other key financial ratios. Additionally, United had asked us to accelerate the removal of CRJ-900 aircraft and transition the pilots to our E-175 fleet, leading to increased costs and impacting our block hour capabilities while these pilots are in training. As a result, these challenges resulted in a negative impact on the Company’s financial results highlighted by net loss of $51.9 million, primarily due to an impairment expense of $53.4 million related to held-for-sale assets, contributing to the ongoing financial distress. These conditions and events raised substantial doubt regarding our ability to continue as a going concern and to fund our operations and meet our debt obligations over the next twelve months after the filing of this Form 10-Q. As of September 30, 2025, Mesa has $10.7 million of borrowing capacity under the United Revolving Credit Facility based on spare parts valuation. As of December 31, 2024, the Company has $68.0 million of principal maturity payments on long-term debt due within the next twelve months including $62.2 million under our UST Loan which is due and payable on October 30, 2025, and extendable to November 28, 2025. Mesa’s merger with Republic On April 4, 2025, Republic and Mesa entered into the Merger Agreement pursuant to the Merger. Upon closing of the Merger, the Surviving Corporation, to be renamed Republic Airways Holdings Inc., will be led by the executive leadership of Republic. Republic will designate six of seven non-employee directors to the Surviving Corporation Board, while Mesa will designate one of seven non-employee directors. Upon effectiveness of the Merger, stockholders of Republic will hold an approximate 88% interest in the Surviving Corporation, and stockholders of Mesa will hold an approximate 6% interest in the Surviving Corporation with the ability to acquire additional equity interests up to 6% of the Surviving Corporation, totaling up to approximately 12% in the aggregate, contingent upon Mesa’s satisfaction of certain pre-closing criteria. Concurrently with the execution and delivery of the Merger Agreement, Republic, Mesa, and United Airlines, among other parties, entered into the TPA, pursuant to which, among other things: (i) Mesa will take certain actions at or prior to the closing of the Merger to dispose of certain assets, extinguish certain liabilities, and effectuate certain related transactions; (ii) United Airlines will take certain actions at or prior to the closing of the Merger to facilitate Mesa’s actions in the foregoing clause (i); (iii) Mesa, following the Closing (and in all events immediately following the Effective Time), will conduct the Escrow Issuance; and (iv) United Airlines will reimburse the Surviving Corporation for certain specified costs and expenses. As part of the merger closing process, the TPA among Mesa, Republic, and United outlines a structured approach to resolving Mesa’s outstanding financial obligations. Specifically, Mesa will terminate its existing capacity purchase agreement with United Airlines and dispose of certain aircraft and spare inventory assets. The proceeds from these sales, along with Mesa’s available cash, will be applied toward the repayment of substantially all trade debts, long-term liabilities, and other outstanding obligations. If any residual liabilities remain after Mesa’s resources are exhausted, United Airlines will either forgive the remaining amounts or provide a one-time cash payment at closing sufficient to fully discharge them. Note that a Form S-4 Proxy Statement/Prospectus ("Form S-4") was filed by Mesa with the SEC for the proposed Merger, and Mesa received the Notice of Effectiveness of the Form S-4 on September 30, 2025. On September 29, 2025, Mesa filed a Form 8-K (Item 5.03) approving a change in the Company’s fiscal year-end, moving from September 30 to December 31 of each year, effective for the fiscal year beginning on January 1, 2025, and ending on December 31, 2025. The change in the fiscal year-end was approved by the Board of Directors of Mesa on September 24, 2025. Mesa’s Special Meeting and shareholder vote to approve the merger occurred on November 17, 2025, and the Merger is expected to close on November 25, 2025. All closing conditions are listed below and are all satisfied as of November 20, 2025: • Republic and Stockholder Approvals: Mesa held a special meeting of its stockholders on November 17, 2025, during which the Merger was approved. Republic’s stockholder approval was already obtained earlier. • Regulatory Approvals and HSR Act Compliance: All regulatory approvals have been received. The HSR waiting period expired on June 16, 2025. All necessary approvals from DOT, FAA, FCC, TSA, and foreign CAA have been received. Additionally, notification to AFAC and the necessary approvals regarding transfer of control have been obtained. • Effectiveness of SEC Registration Statement: The registration statement has been declared effective by the SEC on September 30, 2025. No stop order has been issued. • Nasdaq Listing Approval: Nasdaq has approved the shares of Mesa common stock to be issued in the Merger. • Absence of Legal Prohibition: No such legal or regulatory prohibition exists. Condition satisfied. • Accuracy of Representations and Warranties: Each party has delivered an officer certificate confirming the accuracy of its representations and warranties. Condition satisfied. • Compliance with Covenants: Compliance has been confirmed by both parties. • Absence of Material Adverse Effect: No material adverse effect has occurred. Condition satisfied. • Certificates: Officer certificates have been delivered. Condition satisfied. • Ownership Limitation Post-Merger: Post-merger, no entity will own 30% or more of the new company. Confirmed that no such ownership concentration will exist post-closing. • TPA Agreement Compliance: All required pre-Closing transactions have been completed. No breaches have been reported. Certification from United Airlines has been received. • CPA Side Letter Compliance: No breach or notice of non-performance has been received. • Filing of Financial Statement: Required filings have been made and are publicly available on EDGAR. • Disposition of Non-Core Assets: All CRJ-related assets have been sold, except three airframes, 11 engines and certain spare parts, which will be sold post-closing and credited to Mesa. All other non-E-175 assets have been disposed of. Condition substantially satisfied. Asset sales On December 31, 2024 and January 31, 2025, Mesa sold 18 E-175 aircraft to United for $227.7 million in gross proceeds equal to the fair market value of the assets based on multiple appraisals discounted by $20 million. $69.6 million of the proceeds was used to pay off outstanding debt, and $73.4 million of the proceeds was withheld by United for the assumption of debt. As a result of these sales, all 60 E-175 aircraft are owned by United and all heavy maintenance (C Check, L Gear, Engine) as well as all non-expendable part repairs are pass-through expenses reimbursed by United, eliminating the majority of Mesa’s maintenance cost exposure for these aircraft. Amendment to Loan and Guarantee Agreement On October 24, 2025, the Company entered into an Amendment (the "Amendment") to its Loan and Guarantee Agreement, dated as of October 30, 2020 (as theretofore amended, the "Loan Agreement"), among Mesa, Mesa Airlines, the Guarantors party thereto from time to time, Jefferies Capital Services, LLC (as successor in interest to the United States Department of the Treasury) (the "Lender" or "Jefferies"), and The Bank of New York Mellon as Administrative Agent and Collateral Agent (the "Agents") (collectively, the "Parties"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Loan Agreement. Under the terms of the Amendment, Jefferies agreed to: (a) extend the Maturity Date of the Loan Agreement from October 30, 2025 to November 28, 2025, subject to the Company’s further right to extend the Maturity Date by 30 days by providing notice to the Administrative Agent to no later than November 27, 2025; (b) reduce the interest rate under the Loan Agreement to zero percent (0%) for a period of 90 days from the date of the Amendment; (c) waive the restrictions on Fundamental Changes and Organizational Document amendments in connection with the Merger; (d) waive the Collateral Coverage Ratio through the Maturity Date, and (e) subject to the payment in full of the obligations under the Loan Agreement on the Maturity Date, reduce the principal amount of the Obligations under the Loan Agreement by $12.3 million (collectively, the "Amendments"). In connection with the execution of the Amendment, (i) Mesa Airlines entered into a Security and Control Agreement with Jefferies pursuant to which Mesa Airlines deposited $31.9 million into a collateral account controlled by Jefferies and agreed to pledge an aircraft engine, each as collateral for the obligations under the Loan Agreement, and (ii) Mesa Airlines agreed to pay Jefferies a non-refundable advisory fee of $3.5 million, payable on the earlier of the approval of the Merger and the Maturity Date. As of the issuance of this Form 10-Q, the Company has implemented certain strategic and financial plans, including the merger with Republic as outlined above. Based on management`s plan, which includes the increased financial position of the combined company, the Company has alleviated the substantial doubt regarding its ability to continue as a going concern and expects to be able to meet its cash obligations for next twelve months following the issuance of this Form 10-Q. United Capacity Purchase Agreement Under the United CPA, we currently have the ability to fly up to 60 aircraft for United. As of September 30, 2025, we operated 60 E-175 aircraft under our Third Amended and Restated Capacity Purchase Agreement with United dated December 27, 2022, which amended and restated the Second Amended and Restated Capacity Purchase Agreement dated November 4, 2020 (as amended, the “United CPA” or the "Amended and Restated United CPA"). Under the United CPA, United owns all of the E-175 aircraft as of September 30, 2025. The E-175 aircraft owned by United and leased to us have terms expiring between 2026 and 2028. In exchange for providing flight services under our United CPA, we receive a fixed monthly minimum amount per aircraft under contract plus certain additional amounts based on exceeding established goals for certain operational metrics. United also reimburses us for certain costs on an actual basis, including property tax per aircraft and passenger liability insurance. Other expenses, including fuel and landing fees, are directly paid to suppliers by United. United reimburses us on a pass-through basis for certain costs related to heavy airframe and engine maintenance, landing gear, auxiliary power units ("APUs") and component maintenance for the aircraft owned by United. Our United CPA permits United, subject to certain conditions, including the payment of certain costs tied to aircraft type, to terminate the agreement in its discretion, or remove aircraft from service, by giving us notice of 90 days or more. If United elects to terminate our CPA in its entirety or permanently remove select aircraft from service, we are permitted to return any of the affected aircraft leased from United at no cost to us. During the nine months ended September 30, 2025, we amended our United CPA, providing for the following: • The extension of the CPA rate increases agreed upon in the January 2024 United CPA Amendments through March 31, 2026. • The extension of incentives for achieving certain performance metrics through March 2026. • The commitment of a combined fleet of 60 CRJ-900 and E-175 aircraft through February 2025, and an entirely E-175 fleet by March 2025. • Reimbursement of up to $14.0 million of expenses related to the transition to an entirely E-175 fleet. • Amendment of certain scheduled exit dates for our E-175 and CRJ-900 Covered Aircraft (as defined in the United CPA). In January 2024, the Amended and Restated United CPA was amended to provide for the following: • Increased CPA rates for E-175 aircraft, retroactive to October 1, 2023 through December 31, 2024; • Amended certain notice requirements for removal by United of up to eight CRJ-900 Covered Aircraft (as defined in the United CPA) from the United CPA; • Extended United's existing utilization waiver for the Company's operation of E-175 and CRJ-900 Covered Aircraft (as defined in the United CPA) to June 30, 2024. Additionally, in January 2023, in consideration for entering in the Amended and Restated United CPA and providing the revolving line of credit, discussed in Note 8, the Company (i) granted United the right to designate one individual to the Company's board of directors (the "United Designee"), which occurred effective May 2, 2023 with the appointment of Jonathan Ireland and (ii) issued to United 4,042,061 shares of the Company’s common stock equal to approximately 10% of the Company’s issued and outstanding capital stock on such date (the "United Shares"). United's board designee rights will terminate at such time as United's equity ownership in the Company falls below five percent (5%) of the Company's issued and outstanding stock. United was also granted pre-emptive rights relating to the issuance of any equity securities by the Company and certain registration rights, set forth in a definitive registration rights agreement with United, granting United customary demand registration rights in respect of publicly registered offerings of the Company, subject to usual and customary exceptions and limitations. Our United CPA is subject to termination prior to its expiration, including under the following circumstances: • If certain operational performance factors fall below a specified percentage for a specified time, subject to notice under certain circumstances; • If we fail to perform the material covenants, agreements, terms or conditions of our United CPA or similar agreements with United, subject to 30 days' notice and cure rights; • If either United or we become insolvent, file bankruptcy, or fail to pay debts when due, the non-defaulting party may terminate the agreement; • If we merge with, or if control of us is acquired by another air carrier or a corporation directly or indirectly owning or controlling another air carrier; • United, subject to certain conditions, including the payment of certain costs tied to aircraft type, may terminate the agreement in its discretion, or remove E-175 aircraft from service, by giving us notice of 90 days or more; and • If United elects to terminate our United CPA in its entirety or permanently remove aircraft from service, we are permitted to return any of the affected E-175 aircraft leased from United at no cost to us.

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