MESA Company Report

Republic Airways and Mesa Air Group completed their merger on November 25, 2025, with the combined entity operating as Republic Airways Holdings Inc. under the ticker RJET on the NASDAQ Global Select Market.
Post-merger, Republic stockholders own approximately 88% of the combined company's common stock, while pre-closing Mesa stockholders retain at least 6% and up to 12%.
The combined company now operates the world's largest Embraer jet fleet of 310 E-Jets and has entered into a new 10-year Capacity Purchase Agreement with United Airlines for Mesa Airlines.
Prior to the merger, Mesa Air Group, Inc. implemented a 15-for-1 reverse stock split on November 24, 2025.
Deloitte & Touche LLP was appointed as the independent registered public accounting firm, effective November 25, 2025, succeeding CBIZ CPAs P.C..

Dec 1, 2025, 9:38 PM

Mesa Air Group Announces 15:1 Reverse Stock Split

MESA

M&A

Mesa Air Group, Inc. (MESA) announced that its Board of Directors approved a 15:1 reverse stock split of its common stock, which will also reduce the number of authorized shares from 125,000,000 to 8,333,333.
The reverse stock split is anticipated to become effective around 5:00 p.m. Eastern Time on November 24, 2025.
Following the split, the common stock is expected to trade under the new Nasdaq trading symbol "RJET" at market open on November 25, 2025, assuming the pre-market consummation of the previously announced merger with Republic Airways Holdings Inc..
Fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.

Nov 21, 2025, 2:52 AM

Mesa Air Group Stockholders Approve Merger with Republic Airways

MESA

M&A

Proxy Vote Outcomes

On November 17, 2025, Mesa Air Group, Inc. stockholders approved the Merger Agreement with Republic Airways Holdings Inc..
The Merger Proposal, under which Mesa will be the surviving corporation and renamed "Republic Airways Holdings Inc.", was approved with 29,695,963 votes For.
Stockholders also approved the Nasdaq Stock Issuance Proposal, the Advisory Compensation Proposal, and the Republic 2025 Equity Incentive Plan.
A quorum was present at the special meeting, with 29,918,869 shares represented out of 41,879,859 shares outstanding as of the record date October 2, 2025.

Nov 18, 2025, 9:11 PM

Mesa Air Group Amends Loan Agreement and Provides Merger Update

MESA

Debt Issuance

M&A

Guidance Update

Mesa Air Group amended its Loan and Guarantee Agreement, extending the Maturity Date to November 28, 2025, reducing the interest rate to zero percent (0%) for 90 days, and agreeing to a $12.3 million principal reduction upon full payment.
The company provided an update on its pending merger with Republic Airways, with a special stockholder meeting on November 17, 2025, and a tentative closing on November 19, 2025.
The combined company is estimated to achieve $1.8 billion to $2.0 billion in twelve-month run-rate annual revenue and generated $183 million in adjusted EBITDA for the first six months of calendar year 2025.
Post-merger, the pro forma cash and debt balances are anticipated to be in excess of $300 million and approximately $1.1 billion, respectively, with Mesa contributing no debt.
As of June 30, 2025, Mesa held federal and state net operating losses (NOLs) of approximately $277.6 million and $150.6 million, which will be credited towards the Net Debt Amount calculation at merger closing.

Oct 31, 2025, 8:03 PM

Mesa Air Group Amends Loan Agreement

MESA

Debt Issuance

M&A

Mesa Air Group, Inc. and its subsidiary, Mesa Airlines, Inc., entered into an Amendment to their Loan and Guarantee Agreement on October 28, 2025.
The amendment extends the Maturity Date of the Loan Agreement from October 30, 2025, to November 28, 2025, with an option for a further 30-day extension, and reduces the interest rate to zero percent (0%) for a period of 90 days.
The Lender waived restrictions on Fundamental Changes and Organizational Document amendments in connection with the merger of Republic Airways Holdings Inc. with the Company, and also waived the Collateral Coverage Ratio and minimum Liquidity tests through the Maturity Date.
Subject to the full payment of obligations on the Maturity Date, the principal amount of the Obligations under the Loan Agreement will be reduced by $12.3 million.
In connection with the amendment, Mesa Airlines deposited $31.9 million into a collateral account and agreed to pledge an aircraft engine as collateral.