MESA / Mesa Air Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Mesa Air Group, Inc.
US ˙ NasdaqCM ˙ US5904791358

Mga Batayang Estadistika
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)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 14, 2025 EX-10.27(8)

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

August 14, 2025 EX-10.19

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

August 14, 2025 EX-10.26(8)

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

August 14, 2025 EX-10.25(20)

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

August 14, 2025 EX-10.26(7)

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

August 14, 2025 EX-10.25(3)

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”

August 14, 2025 EX-10.27(22)

[Signature Page Follows.]

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

August 14, 2025 EX-10.21

RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE REPUBLIC AIRWAYS HOLDINGS INC. 2020 OMNIBUS INCENTIVE PLAN

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

August 14, 2025 EX-10.22(2)

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

August 14, 2025 EX-10.27(13)

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

August 14, 2025 EX-10.27(6)

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

August 14, 2025 EX-10.26(5)

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

August 14, 2025 EX-10.26(6)

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

August 14, 2025 EX-10.25(7)

February 23, 2018

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

August 14, 2025 EX-10.23(1)

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

August 14, 2025 EX-10.27(21)

[Signature Page Follows.]

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

August 14, 2025 EX-10.28(13)

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

August 14, 2025 EX-10.28(16)

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

August 14, 2025 EX-10.27(2)

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

August 14, 2025 EX-10.28(11)

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

August 14, 2025 EX-10.26(22)

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

August 14, 2025 EX-10.28(7)

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

August 14, 2025 EX-10.28(15)

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

August 14, 2025 EX-10.25(8)(1)

September 21, 2018

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

August 14, 2025 EX-10.26(13)

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

August 14, 2025 EX-10.31(1)

WARRANT AGREEMENT

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

August 14, 2025 EX-10.25(14)

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

August 14, 2025 EX-10.18

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

August 14, 2025 EX-10.28(10)

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

August 14, 2025 EX-10.25(12)

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

August 14, 2025 EX-10.25(19)

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

August 14, 2025 EX-10.26(24)

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

August 14, 2025 EX-10.25(4)

October 12, 2017

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

August 14, 2025 EX-10.40

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

August 14, 2025 EX-10.32(2)

PROMISSORY NOTE

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

August 14, 2025 EX-10.25(15)

May 28, 2021

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

August 14, 2025 EX-10.28(3)

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

August 14, 2025 EX-10.16

REGISTRATION RIGHTS AGREEMENT

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

August 14, 2025 EX-10.27(17)

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 “

August 14, 2025 EX-10.28(14)

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

August 14, 2025 EX-10.25(13)

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

August 14, 2025 EX-10.37

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

August 14, 2025 EX-10.28(17)

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

August 14, 2025 EX-10.26(17)

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

August 14, 2025 EX-10.26(9)

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

August 14, 2025 EX-10.24(3)

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

August 14, 2025 EX-10.25(5)

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”

August 14, 2025 EX-10.27(15)

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

August 14, 2025 EX-10.27(10)

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

August 14, 2025 EX-10.27(4)

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’’)

August 14, 2025 EX-10.26(16)

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

August 14, 2025 EX-10.26(12)

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

August 14, 2025 EX-10.25(16)

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

August 14, 2025 EX-10.26(3)

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

August 14, 2025 EX-10.26(15)

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

August 14, 2025 EX-10.25(8)

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”

August 14, 2025 EX-10.20

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

August 14, 2025 EX-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 Recipi

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

August 14, 2025 EX-10.27(11)

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

August 14, 2025 EX-10.28(8)

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

August 14, 2025 EX-10.27(20)

AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT UNITED AIRLINES, INC. REPUBLIC AIRWAYS INC. REPUBLIC AIRWAYS HOLDINGS INC. DATED AS OF JANUARY 25, 2023

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

August 14, 2025 EX-10.28(5)

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

August 14, 2025 EX-10.26(21)

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

August 14, 2025 EX-10.17

INDEMNIFICATION AGREEMENT

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

August 14, 2025 EX-10.25(10)

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

August 14, 2025 EX-10.33(1)

WARRANT AGREEMENT

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

August 14, 2025 EX-10.28(6)

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

August 14, 2025 EX-10.26(20)

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

August 14, 2025 EX-10.27(5)

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

August 14, 2025 EX-10.27(14)

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

August 14, 2025 EX-10.28(9)

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

August 14, 2025 EX-10.29

LOAN AND GUARANTEE AGREEMENT dated as of November 6, 2020 REPUBLIC AIRWAYS INC., as Borrower, the Guarantors party hereto from time to time, THE UNITED STATES DEPARTMENT OF THE TREASURY, THE BANK OF NEW YORK MELLON, as Administrative Agent and Collat

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

August 14, 2025 EX-10.25(2)

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”

August 14, 2025 S-4/A

As filed wit h t he Securities and Exchange Commission on August 1 4 , 2025 Registration No. 333-288622 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT Under The Securities Ac

Table of Contents As filed wit h t he Securities and Exchange Commission on August 1 4 , 2025 Registration No.

August 14, 2025 EX-10.26(19)

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

August 14, 2025 EX-10.35

PROMISSORY NOTE

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

August 14, 2025 EX-10.27(16)

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 “

August 14, 2025 EX-10.28(4)

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

August 14, 2025 EX-10.28(2)

LETTER AGREEMENT COM0449-18 1. [***] 2 2. AHEAD PRO PROGRAM 2 3. CODE SHARE AGREEMENTS 2 4. [***] 2 5. [***] 2 6. [***] 2 7. [***] 2 8. [***] 2 9. [***] 2 10. [***] 2 11. [***] 2 12. [***] 2 13. GUARANTEE 3 14. REINSTATEMENT OF THE PURCHASE AGREEMENT

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

August 14, 2025 EX-10.30(1)

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

August 14, 2025 EX-10.26(4)

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

August 14, 2025 EX-10.27(1)

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

August 14, 2025 EX-10.23(2)

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

August 14, 2025 EX-10.25(1)

CAPACITY PURCHASE AGREEMENT AMERICAN AIRLINES, INC. REPUBLIC AIRLINE INC. DATED AS OF JANUARY 23, 2013

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

August 14, 2025 EX-10.25(18)

[Signature page follows.]

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

August 14, 2025 EX-10.27(7)

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”)

August 14, 2025 EX-10.28(12)

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

August 14, 2025 EX-10.38

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

August 14, 2025 EX-10.25(11)

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

August 14, 2025 EX-10.26(25)

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

August 14, 2025 EX-10.22(3)

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

August 14, 2025 EX-10.26(1)

DELTA CONNECTION

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

August 14, 2025 EX-10.26(10)

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

August 14, 2025 EX-10.27(12)

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

August 14, 2025 EX-10.22(1)

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

August 14, 2025 EX-10.24(1)

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

August 14, 2025 EX-10.27(18)

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

August 14, 2025 EX-10.25(9)

April 23, 2019

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

August 14, 2025 EX-10.24(2)

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

August 14, 2025 EX-10.23(3)

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

August 14, 2025 EX-10.26(14)

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

August 14, 2025 EX-10.27(3)

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

August 14, 2025 EX-10.26(18)

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

August 14, 2025 EX-10.26(23)

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

August 14, 2025 EX-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

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

August 14, 2025 EX-10.25(17)

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

August 14, 2025 EX-10.27(19)

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

August 14, 2025 EX-10.39

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

August 14, 2025 EX-10.25(6)

December 15, 2017

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

August 14, 2025 EX-10.27(9)

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

August 14, 2025 EX-10.26(11)

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

August 14, 2025 EX-10.26(2)

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

August 14, 2025 EX-10.28(1)

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.

August 13, 2025 8-K

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, I

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

August 13, 2025 8-K

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, I

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

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, I

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

August 13, 2025 EX-99.1

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

August 13, 2025 10-Q

` 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

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, I

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

August 13, 2025 EX-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

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

July 25, 2025 8-K/A

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

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

July 25, 2025 EX-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.

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

July 23, 2025 EX-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.

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

July 23, 2025 8-K

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

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

July 11, 2025 EX-3.4

Form of Certificate of Incorporation of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc.

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’

July 11, 2025 EX-99.1

Consent of David Grizzle to serve as a director of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc.

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

July 11, 2025 10-K/A

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 RE

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

July 11, 2025 EX-99.6

Consent of James E. Sweetnam to serve as a director of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc.

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”)

July 11, 2025 EX-99.4

Consent of Ruth Okediji to serve as a director of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc.

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”)

July 11, 2025 EX-21.1

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

July 11, 2025 EX-99.5

Consent of Barry W. Ridings to serve as a director of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc.

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

July 11, 2025 EX-10.36

Form of Escrow Agreement by and between Mesa Air Group, Inc., Mesa Shareholder Representative LLC, United Airlines, Inc. and Computershare Trust Company

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

July 11, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 / S-1 (Form Type) MESA AIR GROUP, INC.

July 11, 2025 EX-99.3

Consent of Michael C. Lenz to serve as a director of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc.

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”)

July 11, 2025 EX-99.2

Consent of Glenn S. Johnson to serve as a director of Mesa Air Group, Inc., to be renamed Republic Airways Holdings Inc.

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

July 11, 2025 EX-3.5

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

July 11, 2025 S-4

As filed with the Securities and Exchange Commission on July 10, 2025 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT Under The Securities Act of 1933 FORM S-1 REGIST

Table of Contents As filed with the Securities and Exchange Commission on July 10, 2025 Registration No.

May 20, 2025 EX-99.1

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.

May 20, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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

May 20, 2025 10-Q

` 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

May 20, 2025 EX-99.1

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

May 20, 2025 8-K

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

May 19, 2025 10-Q

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

May 14, 2025 EX-99.1

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

May 14, 2025 10-K

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.

May 14, 2025 EX-4.2

Description of Capital Stock

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

May 14, 2025 EX-97

Clawback Policy

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

May 14, 2025 EX-10.10-10

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

May 14, 2025 EX-10.7-10

Fourth Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated December 23, 2024

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

May 14, 2025 8-K

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

May 14, 2025 EX-21.1

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

May 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

May 14, 2025 EX-10.7-9

Third Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated May 8, 2024

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

May 14, 2025 EX-10.11

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND AMENDMENT TO PLEDGE OF ACCOUNTS PRELIMINARY STATEMENTS: SCHEDULE 2.01 AMENDMENT NO. 2 TO MORTGAGE AND SECURITY AGREEMENT (MESA SPARE PARTS FACILITY) PRELIMINARY STATEMEN

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.

May 14, 2025 EX-10.18-3

CCR Modification Agreement dated December 23, 2024, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasury, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent

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

May 14, 2025 EX-10.5

Amended and Restated Employment Agreement between the Registrant and Brian S. Gillman, dated December 2, 2024

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

May 14, 2025 EX-10.7-8

Second Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 19, 2024

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

April 9, 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): April 8, 2025 (April 4, 2025) MES

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.

April 8, 2025 8-K

Regulation FD Disclosure

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.

April 8, 2025 EX-10.1

Three Party Agreement, dated April 4, 2025, among Mesa Air Group, Inc., Mesa Airlines, Inc., Republic Airway Holdings, Inc., United Airlines, Inc. and Mesa Representative.

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.

April 8, 2025 EX-2.1

Merger Agreement, dated April 4, 2025, between Mesa Air Group, Inc. and Republic Airway Holdings, Inc.

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

April 8, 2025 EX-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

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

March 7, 2025 8-K

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

March 7, 2025 EX-16.1

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.

February 26, 2025 8-K

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,

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

February 26, 2025 EX-99.1

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.

February 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

January 21, 2025 EX-99.1

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

January 21, 2025 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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

January 7, 2025 8-K

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

December 30, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

October 16, 2024 8-K

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

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

October 16, 2024 EX-99.1

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

October 15, 2024 10-Q

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

August 20, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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

August 20, 2024 EX-99.1

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

August 16, 2024 8-K

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

August 9, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

August 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

July 2, 2024 DEF 14A

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. )

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

June 18, 2024 8-K

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

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

June 18, 2024 EX-99.1

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

June 17, 2024 10-Q

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

June 5, 2024 8-K

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 4, 2024 MESA AIR GROUP, INC.

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 4, 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 incor

June 5, 2024 EX-99.1

Mesa Regains Compliance with NASDAQ Minimum Bid Price Requirement

Exhibit 99.1 Mesa Regains Compliance with NASDAQ Minimum Bid Price Requirement June 5, 2024 PHOENIX, June 5, 2024 (GLOBE NEWSWIRE) - Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) announced today that it has received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“NASDAQ”) informing the Company that it has regained compliance with th

May 30, 2024 EX-16.1

Letter to the Securities and Exchange Commission from RSM US LLP dated as of May 30, 2024.

Exhibit 16.1 Securities and Exchange Commission May 30, 2024 Page 1 May 30, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Mesa Air Group, Inc.’s statements included under Item 4.01(a) of its Form 8-K filed on May 30, 2024 and we agree with such statements concerning our firm. /s/ RSM US LLP

May 30, 2024 8-K

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 30, 2024 MESA AIR GROUP, INC.

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 30, 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 Nu

May 24, 2024 EX-10.21

Engine Purchase Agreement by and between Delta Airlines, Inc. and Mesa Airlines, Inc., dated December 1, 2023

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.

May 24, 2024 EX-10.22

Engine Sales Agreement by and between GE Aviation Materials, Inc. and Mesa Airlines, Inc., dated March 14, 2024

Exhibit 10.22 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 Execution Version ENGINES SALES AGREEMENT BY AND BETWEEN GE Aviation Materials, Inc. AND Mesa Airlines, Inc. ENGINES SALES AGREEMENT This Engines Sales Agreement (this “Agreement”) is dated as of

May 24, 2024 EX-10.10

First Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 11

Exhibit 10.10.10 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 January 11, 2023 VIA FEDEX AND E-MAIL Mesa Airlines, Inc. 410 N. 44th Street Suite 700 Phoenix, AZ 85008 Attention: President & General Counsel Re: First Amendment (this “Amendment”) to the Th

May 24, 2024 10-Q

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, 2023 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

May 20, 2024 8-K

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 20, 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 Nu

May 20, 2024 EX-99.1

Mesa Air Group Reports First Quarter Fiscal 2024 Results

Exhibit 99.1 Mesa Air Group Reports First Quarter Fiscal 2024 Results May 20, 2024 PHOENIX, May 20, 2024 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported first quarter fiscal 2024 financial and operating results. First Quarter Fiscal 2024 Update: • Total operating revenues of $118.8 million • Pre-tax loss of $57.0 million, net loss of $57.9 million or $(1.41) per dilu

May 17, 2024 EX-99.1

Mesa Air Group Discloses Notice from Nasdaq

Exhibit 99.1 Mesa Air Group Discloses Notice from Nasdaq May 17, 2024 PHOENIX, May 17, 2024 (GLOBE NEWSWIRE) – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on May 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 5250(c

May 17, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 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 incor

May 10, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

US.131907174.01 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, 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

May 6, 2024 8-K

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 2, 2024 MESA AIR GROUP, INC.

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 2, 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 incorp

February 27, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

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, 2023 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

February 23, 2024 EX-99.1

Phoenix, February 23, 2024 (GLOBE NEWSWIRE) – Mesa Air Group, Inc.(NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on February 21, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market

Exhibit 99.1 Phoenix, February 23, 2024 (GLOBE NEWSWIRE) – Mesa Air Group, Inc.(NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on February 21, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) because the Company fa

February 23, 2024 8-K

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, 2024 MESA AIR GROUP,

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, 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

February 9, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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, 2023  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

January 26, 2024 EX-99.1

Mesa Air Group Reports Fourth Quarter and Fiscal Full-Year 2023 Results

Exhibit 99.1 Mesa Air Group Reports Fourth Quarter and Fiscal Full-Year 2023 Results January 26, 2024 PHOENIX, January 26, 2024 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported fourth quarter and fiscal full-year 2023 financial and operating results. Fiscal Fourth Quarter Financial Update: • Total operating revenues of $114.4 million • Pre-tax loss of $31.3 million, n

January 26, 2024 10-K

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, 2023 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.

January 26, 2024 8-K

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): January 26, 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 i

January 26, 2024 EX-4.2

Description of Capital Stock

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

January 26, 2024 EX-10.11

Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement, dated September 6, 2023

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.

January 26, 2024 EX-21.1

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

January 26, 2024 EX-97

Clawback Policy

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

January 18, 2024 EX-99.1

Mesa Air Group Enters New Agreements with United Airlines for Improved Operating and Financing Terms and Provides Update on CRJ-900 Asset Sale Program

EX-99.1 Exhibit 99.1 Mesa Air Group Enters New Agreements with United Airlines for Improved Operating and Financing Terms and Provides Update on CRJ-900 Asset Sale Program January 18, 2024 PHOENIX, January 18, 2024 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today announced agreements with United Airlines (“United”) to amend its capacity purchase agreement and certain credit ag

January 18, 2024 8-K

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 11, 2024 MESA AIR GROUP,

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 11, 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

January 10, 2024 EX-99.1

Phoenix, January 9, 2024 (GLOBE NEWSWIRE) – Mesa Air Group, Inc.(NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on January 4, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“N

EX-99.1 2 mesa-ex991.htm EX-99.1 Exhibit 99.1 Phoenix, January 9, 2024 (GLOBE NEWSWIRE) – Mesa Air Group, Inc.(NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on January 4, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing

January 10, 2024 8-K/A

Financial Statements and Exhibits

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): January 10, 2024 MESA AIR GROUP, INC. (Exact Name of Registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction (Commission (

January 9, 2024 EX-99.1

Phoenix, January 9, 2024 (GLOBE NEWSWIRE) – Mesa Air Group, Inc.(NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on January 4, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“N

Phoenix, January 9, 2024 (GLOBE NEWSWIRE) – Mesa Air Group, Inc.(NASDAQ: MESA) (“Mesa” or the “Company”) today announced that it received a notice (“Notice”) on January 4, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) because the Company failed to timely fi

January 9, 2024 8-K

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 4, 2024 MESA AIR GROUP, I

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 4, 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

January 2, 2024 8-K

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 29, 2023 MESA AIR GROUP,

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 29, 2023 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

December 14, 2023 NT 10-K

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, 2023 ☐

NT 10-K 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, 2023 ☐ 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 Tran

November 8, 2023 8-K

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

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 03, 2023 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

September 13, 2023 8-K

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

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 13, 2023 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

September 11, 2023 8-K

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 6, 2023 MESA AIR GROUP,

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 6, 2023 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

August 14, 2023 10-Q

h UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

h 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, 2023 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

August 14, 2023 EX-99.1

Mesa Air Group Reports Third Quarter 2023 Results

Exhibit 99.1 Mesa Air Group Reports Third Quarter 2023 Results August 9, 2023 PHOENIX, August 9, 2023 – Mesa Air Group, Inc. (NASDAQ: MESA) today reported second quarter 2023 financial and operating results. Fiscal Third Quarter Update: • Total operating revenues of $114.7 million • Pre-tax loss of $50.3 million, net loss of $47.6 million or $(1.17) per diluted share • Adjusted net loss1 of $27.2

August 14, 2023 8-K

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 9, 2023 Mesa Air Group, In

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 9, 2023 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 inc

August 10, 2023 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: June 30, 2023 ☐ Trans

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: June 30, 2023 ☐ 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 Transitio

May 10, 2023 8-K

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 9, 2023 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 incorp

May 10, 2023 EX-99

Mesa Air Group Reports Second Quarter 2023 Results

Exhibit 99.1 Mesa Air Group Reports Second Quarter 2023 Results May 9, 2023 PHOENIX, May 9, 2023 – Mesa Air Group, Inc. (NASDAQ: MESA) today reported second quarter 2023 financial and operating results. Fiscal Second Quarter Update: • Total operating revenues of $121.8 million • Pre-tax loss of $37.2 million, net loss of $35.1 million or $(0.88) per diluted share • Adjusted net loss1 of $21.3 mill

May 9, 2023 10-Q

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, 2023 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

May 4, 2023 SC 13D/A

MESA / Mesa Air Group Inc. / United Airlines Holdings, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mesa Air Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 590479135 (CUSIP Number) Robert S. Rivkin United Airlines Holdings, Inc. 233 South Wacker Drive Chicago, Illinois 60606 (872) 825-4000 (Name, Address and Tele

May 3, 2023 8-K

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

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 03, 2023 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

April 18, 2023 8-K

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

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 14, 2023 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

March 27, 2023 424B3

MESA AIR GROUP, INC. 4,042,061 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-270450 Prospectus MESA AIR GROUP, INC. 4,042,061 Shares of Common Stock This prospectus relates to the proposed resale, from time to time, by the selling stockholder named in this prospectus, of up to 4,042,061 shares our common stock, no par value (“common stock”). We are not selling any securities under this prospe

March 23, 2023 CORRESP

March 23, 2023

March 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Claudia Rios Re: Mesa Air Group, Inc. Registration Statement on Form S-3 Filed March 10, 2023 File No. 333-270450 Acceleration Request Requested Date: March 27, 2023 Requested Time: 4:00 p.m., Eastern Time Ladies and Gentlemen: Pursuant to Rule

March 20, 2023 8-K/A

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): March 13, 202

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): March 13, 2023 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-38626 85-0302351 (State or other jurisdiction of incorporatio

March 20, 2023 EX-16.1

Letter from Ernst & Young LLP, dated March 17, 2023

EX-16.1 Exhibit 16.1 March 17, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated March 17, 2023, of Mesa Air Group, Inc. and are in agreement with the statements contained in the (first through third paragraphs therein). We have no basis to agree or disagree with other statements of the registrant containe

March 17, 2023 8-K

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 13, 2023 MESA AIR GROUP, IN

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 13, 2023 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

March 17, 2023 EX-16.1

Letter from Ernst & Young LLP, dated March 17, 2023

EX-16.1 Exhibit 16.1 March 17, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated March 17, 2023, of Mesa Air Group, Inc. and are in agreement with the statements contained in the (first through fifth paragraphs therein). We have no basis to agree or disagree with other statements of the registrant containe

March 10, 2023 EX-4.2

Subscription Agreement, dated as of March 6, 2023, by and between the Registrant and United Airlines, Inc.

EX-4.2 Exhibit 4.2 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 6, 2023, by and between Mesa Air Group, Inc., a Nevada corporation (the “Issuer”), and United Airlines, Inc., a Delaware corporation (“Subscriber”). WHEREAS, on December 27, 2022, Issuer, Mesa Airlines, Inc., a Nevada corporation, and United entered into

March 10, 2023 S-3

As filed with the Securities and Exchange Commission on March 10, 2023

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on March 10, 2023 Registration No.

March 10, 2023 EX-4.3

Registration Rights Agreement, dated as of March 6, 2023, by and between the Registrant and United Airlines, Inc.

EX-4.3 Exhibit 4.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2023, is by and among Mesa Air Group, Inc., a Nevada corporation (the “Company”), United Airlines, Inc., a Delaware corporation (the “Investor”), and the other Holders (as defined below) from time to time parties hereto. RECITALS: WHEREAS, on December 27, 2

March 10, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Mesa Air Group, Inc.

March 8, 2023 SC 13D/A

MESA / Mesa Air Group Inc. / United Airlines Holdings, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mesa Air Group, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 590479135 (CUSIP Number) Robert S. Rivkin United Airlines Holdings, Inc. 233 South Wacker Drive Chicago, Illinois 60606 (872) 825-4000 (Name, Address and Tele

March 8, 2023 EX-99.2

Execution Version

Exhibit 99.2 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 6, 2023, by and between Mesa Air Group, Inc., a Nevada corporation (the “Issuer”), and United Airlines, Inc., a Delaware corporation (“Subscriber”). WHEREAS, on December 27, 2022, Issuer, Mesa Airlines, Inc., a Nevada corporation, and United entered into that c

March 8, 2023 EX-99.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2023, is by and among Mesa Air Group, Inc., a Nevada corporation (the “Company”), United Airlines, Inc., a Delaware corporation (the “Investor”), and the other Holders (as defined below) from time to time parties hereto. RECITALS: WHEREAS, on December 27, 2022, t

February 24, 2023 8-K

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): February 23, 2023 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

February 9, 2023 EX-10.2

Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., Mesa Airlines, Inc., and Mesa Air Group, Inc., dated December 27, 2022

Exhibit 10.2 THIRD AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT Among United Airlines, Inc., Mesa Airlines, Inc. AND Mesa Air Group, Inc. DATED AS OF DECEMBER 27, 2022 1 Exhibit 10.2 Table of Contents Parties 1 Recitals 1 ARTICLE I DEFINITIONS 1 ARTICLE II CAPACITY PURCHASE, SCHEDULES AND FARES 1 2.1 Capacity Purchase 1 2.2 Revenues 6 2.3 Pass Travel 6 2.4 Removal Events 7 ARTICLE III CONTRACT

February 9, 2023 EX-99.1

Mesa Air Group Reports First Quarter Fiscal 2023 Results

Exhibit 99.1 Mesa Air Group Reports First Quarter Fiscal 2023 Results February 9, 2023 PHOENIX, February 9, 2023 – Mesa Air Group, Inc. (NASDAQ: MESA) today reported first quarter fiscal 2023 financial and operating results. Fiscal First Quarter Update: • Total operating revenues of $147.2 million • Pre-tax loss of $10.0 million, net loss of $9.1 million or $(0.25) per diluted share • Adjusted net

February 9, 2023 EX-10.3

Modification and Waiver Agreement, dated December 22, 2022, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasurer, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent

Exhibit 10.3 Modification and Waiver Agreement Certification This Modification and Waiver 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

February 9, 2023 8-K

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): February 09, 2023 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

February 9, 2023 EX-10.1

Amendment No.11 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated December 16, 2022

Exhibit 10.1 AMENDMENT NO. 11 TO CAPACITY PURCHASE AGREEMENT This Amendment No. 11 to Capacity Purchase Agreement (this "Amendment No. 11") is dated as of December 16, 2022 (the "Amendment No. 11 Effective Date"), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, "American"), and Mesa Airlines, Inc., a Nevada corporation (together with its

February 9, 2023 EX-10.7

Engine Sale and Purchase Agreement, dated December 27, 2022

Exhibit 10.7 ENGINE SALE AND PURCHASE AGREEMENT This Engine Sale and Purchase Agreement (together with the exhibits and schedules attached hereto, this “Agreement”) is entered into on this 27th day of December 2022 by and between Mesa Airlines, Inc., as seller (hereinafter "Seller"), and United Airlines, Inc., as buyer (hereinafter "Buyer"), and, for certain provisions set forth in this Agreement,

February 9, 2023 EX-10.5

Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement, dated January 27, 2023

Exhibit 10.5 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of January 27, 2023 (this “Amendment”), 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 (“Mesa

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