rjet-20261029

FALSE000081033200008103322026-10-292026-10-29

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 29, 2026

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-38626 85-0302351

(State or other jurisdiction of incorporation) (Commission File Number)(I.R.S. Employer Identification No.)

2 Brickyard Lane

Carmel, Indiana

(Address of principal executive offices)

46032

(Zip Code)

(317) 484-6000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered

Common Stock, par value $0.001 per shareRJET The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On October 29, 2026, Republic Airways Holdings Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the third quarter of 2026. The Earnings Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit NumberDescription

99.1 Earnings press release dated October 29, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 29, 2026REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/ Joseph P. Allman

Name: Joseph P. Allman

Title: Executive Vice President and Chief Financial Officer

EX-99.1

2 exhibit991.htm

EX-99.1

Document

Exhibit 99.1

Republic Airways Holdings Inc. Announces Q2 2026 Financial Results And Increases Full Year Guidance

CARMEL, Ind., July 30, 2026 —(BUSINESS WIRE)—Republic Airways Holdings Inc. (NASDAQ: RJET) (the “Company” or “Republic”) today reported financial results for the second quarter of 2026 and increased its outlook for the full year 2026.

The Company’s consolidated results reported in the second quarter of 2026 include the results of Mesa Airlines, Inc. (“Mesa”), while comparable prior periods exclude any Mesa results because the merger of Republic Airways Holdings Inc. and Mesa Air Group, Inc. was consummated on November 25, 2025 (the “Merger”).

Second quarter 2026 GAAP highlights:

•Revenues of $571.1 million

•Operating income of $58.7 million with an operating margin of 10.3%1

•Pre-tax income of $43.4 million with a pre-tax margin of 7.6%1

•Net income of $31.2 million with a net income margin of 5.5%1

•Net income per diluted common share of $0.68

•Unrestricted cash, cash equivalents, and marketable securities of $277.6 million

•Total debt and lease liabilities of $1.2 billion

Second quarter 2026 Non-GAAP highlights:

•Adjusted operating income2 of $72.3 million with an adjusted operating margin of 12.7%

•Adjusted pre-tax income2 of $57.4 million with an adjusted pre-tax margin of 10.1%

•Adjusted net income2 per diluted common share of $0.89

•Adjusted EBITDAR2 of $109.6 million

•

Strategic and operational highlights:

•Matt Koscal named President & Chief Executive Officer and appointed to the Board of Directors, effective June 15, 2026, and David Grizzle resumed his role as non-executive Chairman of the Board of Directors

1 Net income margin %, pre-tax margin %, and operating margin % are expressed as the related metric as a percentage of revenues.

2 Adjusted operating income and margin, adjusted pre-tax income and margin, adjusted net income, EBITDAR, adjusted EBITDAR, adjusted net debt, and leverage are non-GAAP financial measures. For additional information about the non-GAAP financial measures used in this press release and a reconciliation to the most comparable U.S. GAAP measure, see the “Non-GAAP Financial Information” section within this press release.

1

Exhibit 99.1

•Ended quarter with total fleet of 314 aircraft, of which 275 aircraft are operated under capacity purchase agreements with American Airlines, Delta Air Lines, and United Airlines, with 31 aircraft leased to American Airlines and eight unallocated spare aircraft

•Achieved block hour production of 226,815 for Q2 2026

•Achieved completion factor of 98.21% or 0.86 points above Q2 2025 performance of 97.35%

•Controllable completion factor, excluding weather, air traffic control, and partner requested cancellations, of 99.99% for Q2 2026

•Substantial progress on Merger integration activities - core support functions are substantially complete and harmonization process of operational policies and procedures with the Federal Aviation Administration (“FAA”) are on track

“Our strong second quarter results reflect the continued commitment of our associates and the strength of demand from our partners” said Matt Koscal, President & Chief Executive Officer. “We increased production, delivered a 98% completion factor and made meaningful progress across each of our integration workstreams, while continuing to provide a safe and reliable service. Our focus remains on the execution of our integration plans, improving efficiency, and supporting the operations to deliver industry-leading operational performance and exceeding our financial targets which will create long-term value for all of our stakeholders.”

Financial Results

Results are compared to the prior year quarterly period unless otherwise noted.

Revenues were $571.1 million, up $165.5 million, or 40.8%. The increase is primarily attributable to the 35.9% increase in block hour production related to the 60 additional E175 aircraft operating for United Airlines related to the Merger and increased daily block hour utilization throughout the entire fleet.

Operating expenses were $512.4 million, up $161.2 million, or 45.9%. The increase is primarily attributable to the expenses associated with the increase in aircraft and associates in conjunction with the Merger. For the second quarter of 2026, operating expenses include $13.6 million of executive separation and Merger-related items.

Balance sheet, cash, and liquidity

The Company generated $49.3 million of operating cash flow during the second quarter of 2026. As of June 30, 2026, the Company had $277.6 million in unrestricted cash and cash equivalents and marketable securities on hand.

The Company has 26 additional E175 aircraft on order with Embraer, with scheduled deliveries expected from 2028 through 2030. Total capital expenditures inclusive of aircraft, rotable spare parts, and pre-delivery deposits for aircraft on order totaled $20.5 million for the second

rjet-20260429

FALSE000081033200008103322026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-38626 85-0302351

(State or other jurisdiction of incorporation) (Commission File Number)(I.R.S. Employer Identification No.)

2 Brickyard Lane

Carmel, Indiana

(Address of principal executive offices)

46032

(Zip Code)

(317) 484-6000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered

Common Stock, par value $0.001 per shareRJET The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On April 29, 2026, Republic Airways Holdings Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the first quarter of 2026. The Earnings Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit NumberDescription

99.1 Earnings press release dated April 29, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2026REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/ Joseph P. Allman

Name: Joseph P. Allman

Title: Senior Vice President and Chief Financial Officer

rjet-20260304

FALSE000081033200008103322026-03-042026-03-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2026

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-38626 85-0302351

(State or other jurisdiction of incorporation) (Commission File Number)(I.R.S. Employer Identification No.)

2 Brickyard Lane

Carmel, Indiana

(Address of principal executive offices)

46032

(Zip Code)

(317) 484-6000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered

Common Stock par value, $0.001 per shareRJET The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On March 4, 2026, Republic Airways Holdings, Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the fourth quarter and full year 2025. The Earnings Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit NumberDescription

99.1 Press release dated March 4, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 04, 2026REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/ Joseph P. Allman

Name: Joseph P. Allman

Title: Senior Vice President and Chief Financial Officer

EX-99.1

2 d66779dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Mesa Air Group Reports Results for the Three and Nine Months Ended September 30, 2025

Provides update on Merger with Republic Airways Holdings Inc.

PHOENIX, November 21, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported operating and financial results for the three and nine months ended September 30, 2025. Previously, on September 24, 2025, the Mesa Board of Directors approved a change in the Company’s fiscal year-end, moving from September 30 to December 31, which became effective on January 1, 2025 for the fiscal year ending December 31, 2025.

Mesa also provided an update on the merger (the “Merger”) with Republic Airways Holdings Inc. (“Republic”).

Mesa’s Quarter ended September 30, 2025 Update:

•

Total operating revenues of $90.7 million

•

Pre-tax loss of $11.6 million, net loss of $14.1 million, or

$0.34 per diluted share

•

Adjusted net loss1 of $2.1 million, primarily excluding $7.3 million related to impairment on assets held for sale

•

Adjusted pre-tax loss of $1.7 million

•

Adjusted pre-tax profit of $2.2 million generated from United E-175 operations offset by $3.9 million of parked CRJ-900 aircraft and other non E-175 expenses

•

Adjusted EBITDAR1 of $3.7 million

•

Operated at a 100.00% controllable completion factor2, an on-time arrival rate within 15 minutes of 81.8%, and a United Airlines Net Promoter Score of 36.1, all of which were the highest among United regional operators for the quarter

Asset Transactions Update:

•

During the September 2025 quarter, closed on the sales of 13 spare GE-34 engines and 9 surplus CRJ-900 airframes for gross proceeds of $19.6 million, $18.5 million of which was used to repay U.S. Treasury debt

•

Subsequent to September 2025 quarter end, closed on the sales of 12 surplus CRJ-900 airframes, 14 spare GE-34 engines for gross proceeds of $19.1 million, of which $18.2 million was used to repay U.S. Treasury debt and $0.9 million was used to repay the United credit facility, and entered into purchase agreements to sell all remaining CRJ spare parts as well as all 8 spare engines

Republic Merger and Corporate Update:

•

For the nine months ended September 30, 2025, Republic generated approximately $227 million in adjusted EBITDA, and Mesa generated $18 million in adjusted EBITDA over the same nine-month period, for a total of $245 million1

•

At a special meeting on November 17, 2025, Mesa stockholders approved all proposals related to the Merger

•

Merger expected to close on November 25, 2025, with Common Stock to trade under the Nasdaq symbol: RJET following Merger close

1

See Reconciliations of non-GAAP disclosures to the closest U.S. GAAP

measures at the end of this press release. Also see the end of this press release for certain financial information as of and for the nine months ended September 30, 2025 for Republic.

2

Excludes cancellations due to weather and air traffic control.

•

Mesa authorized a 15-for-1 Reverse Stock Split of issued and outstanding Common Stock. The Reverse Stock Split is expected to occur after market close on November 24, 2025, with the Common Stock trading on a post-split basis under the Company’s expected new Nasdaq trading symbol, “RJET,” at the market open on November 25, 2025

“We are pleased to be at the finish line for closing of the merger of Mesa with Republic,” said Jonathan Ornstein, Mesa Chairman and CEO. “I want to thank all of the people and partners that have supported Mesa for the past four decades as well as helped us reach this outcome today. Our recent results have demonstrated a stabilized operating and financial position, driven by our efforts to enhance utilization and block-hour production, sell surplus assets, and repay over two-thirds of our debt principal over the past year. With the start of the new and enhanced capacity purchase agreement with United Airlines that will run for the next ten years, I look forward to legacy Mesa operations supporting day-one benefits and long-run value creation for the newly combined company.”

Mesa Quarter ended September 30, 2025 Details

Total operating revenues for the September 2025 quarter were $90.7 million, lower by $24.6 million, or 21.3%, compared to $115.3 million for the September 2024 quarter. Contract revenue was $66.0 million, lower by $27.8 million, or 29.6%, compared to $93.8 million in the September 2024 quarter. These decreases were driven by the reduction in contractual aircraft with United Airlines, Inc. (“United”). In addition, the disposition of certain Embraer 175 aircraft contributed to lower aircraft ownership revenue.

Pass-through revenue increased by $3.2 million, or 14.9%, driven primarily by higher pass-through maintenance expense. Mesa’s September 2025 quarter results include, per GAAP, the recognition of $1.4 million of previously deferred revenue, versus the deferral of $2.8 million of revenue in the September 2024 quarte

EX-99.1

2 d11529dex991.htm

EX-99.1

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 provided an update on the proposed merger (the “Merger”) with Republic Airways Holdings Inc. (“Republic)”.

Third Quarter Fiscal 2025 Update:

•

Total operating revenues of $92.8 million

•

Pre-tax income of $20.6 million, net income of $20.9 million,

or $0.50 per diluted share

•

Adjusted net loss1 of $0.6 million, primarily excluding a $25.1 million gain on the write-off of warrant liabilities

•

Adjusted EBITDAR1 of $6.1 million

•

Operated at a 99.99% controllable completion factor2

•

Scheduled utilization for the quarter of 9.8 block hours per day

•

Achieved single fleet operation, training 160 pilots to transition from CRJ fleet to E-175 fleet

Asset Transactions Update:

•

During the June 2025 quarter, closed on the sales of the following for gross proceeds of $17.2 million, all of which was used to repay U.S. Treasury debt:

•

13 spare engines that were previously agreed to be sold

•

6 surplus CRJ-900 airframes that were previously agreed to be sold

•

Subsequent to June 2025 quarter end:

•

Entered into purchase agreements for 1 spare engine and 1 surplus CRJ-900 airframe

•

Closed on the sales of 8 spare engines and 5 surplus CRJ-900s airframes that were previously agreed to be sold for gross proceeds of $11.7 million, all of which was used to repay U.S. Treasury debt

“Mesa’s third-quarter results reflect the significant operational and financial restructuring that we have undergone,” said Jonathan Ornstein, Mesa Chairman and CEO. “We now operate a single fleet type of Embraer 175s, simplifying our operations. Along with the normalization of pilot resources since last year, we increased our daily block hour utilization in the third quarter to 9.8 hours, up 15.4% year-over-year and 5.1% sequentially and a level consistent with our regional peers. All of our CRJ crews are now trained on E-Jet flying, and we anticipate stabilized utilization moving forward.

“We also continue to strengthen our balance sheet and reduce interest expense through the sale of surplus CRJ assets. As a result of our improved operational and financial profile, we reported third-quarter GAAP net income of $20.9 million, and our near-breakeven adjusted net loss would have been a profit, if not for continuing costs of CRJ-900 aircraft and engines that have been agreed upon to be sold but have not yet closed. This performance makes us increasingly optimistic about the enhanced path forward for Mesa’s people and stockholders under our proposed merger with Republic,” added Ornstein.

1

See Mesa Air Group, Inc. Reconciliation of GAAP versus non-GAAP Disclosures

2

Excludes cancellations due to weather and air traffic control

Merger Update:

•

Waiting period under the HSR Act with respect to filings by Mesa and Republic expired on June 16, 2025

•

Following the declaration of the effectiveness of the previously filed registration statement by the SEC, Mesa will file with the SEC a definitive proxy statement/prospectus, which will be mailed to Mesa stockholders for a vote

•

Republic has obtained sufficient consents from its stockholders to approve the Merger

“Given strong performance by Republic during the first half of calendar year 2025, we now estimate that the combined company would have twelve-month run-rate annual revenue in the range of approximately $1.8 billion to $2.0 billion,” continued Ornstein. “Additionally, for the first six months of calendar year 2025, Republic generated approximately $169 million in adjusted EBITDA3, and Mesa generated $14 million in adjusted EBITDA over the same six-month period, for a total of $183 million. Our expectation is that we will continue to see strong combined financial performance in the second half of the calendar year.

“Further, we anticipate the pro forma cash and debt balances of the combined company post-Merger closing to be in excess of $300 million and approximately $1.1 billion, respectively, with Mesa contributing no debt to the combined business. Post-Merger closing, the 60 E-175 aircraft we operate today will be supported by a new and enhanced 10-year capacity purchase agreement with United Airlines,” said Ornstein. “We are pleased Mesa would support day-one benefits for the combined company, and we continue to work closely with the Republic executive team to position our airline for a successful Merger closing and integration with Republic.”

Mesa Third Quarter Fiscal 2025 Details

Total operating revenues in Q3 2025 were $92.8 million, lower by $18.0 million, or 16.3%, compared to $110.8 million for Q3 2024. Contract re

EX-99.1

2 d946872dex991.htm

EX-99.1

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 Mesa Air Group Investor Relations for a Safe Harbor statement. Please note that additional legal disclosures will be read at the end of the call, following management’s remarks. Please go ahead.

Sean Lange, FTI:

Good morning and before we begin, please note that today’s call contains forward-looking statements, including statements concerning the planned merger with Republic Airways, future revenues, costs, and fleet plans. These statements represent our predictions and expectations of future events, but numerous risks and uncertainties could cause actual results to differ materially from those projected. Information about these risks and uncertainties can be found in our earnings press release issued this morning, as well as our filings with the SEC, including our most recent Form 10-K, Form 10-Q, and the Form S-4 filed on July 11, 2025, which remains subject to further update and revision. The information we are giving you on the call this morning is as of today’s date, and we undertake no obligation to update the information subsequently.

I would now like to turn the conference over to Jonathan Ornstein, Mesa Chairman and CEO. Please go ahead.

Jonathan Ornstein, Chairman and CEO, Mesa Air Group:

Thank you, Mike, and good morning, everyone. Welcome to Mesa’s earnings call for the third fiscal quarter ending June 30, 2025.

Today, I’ll provide a very brief summary of our quarterly results, which were filed earlier today, but I want to dedicate the majority of our time to an update on our planned merger with Republic Airways. As we’ve communicated, we believe the future of our business is best understood by looking at the strengths of the combined company, and I want to provide our investors with a clearer, data-based picture of that future.

First, I want to take a moment to thank all of our employees at Mesa for delivering on a great quarter. Your ability to continue to improve our operational performance and passenger net promoter scores, all while preparing the company for this transformative merger, is a testament to your professionalism, hard work and dedication. I am incredibly proud of what you have accomplished.

Looking back on the third quarter, Mesa’s results reflect the final stages of our strategic transition. We are now a single-fleet operator of the Embraer 175, a move that has simplified our operations and laid the groundwork for improved efficiency. Our last CRJ crews initiated EJET training in March and are anticipated to support revenue flying by the end of August. As a result of the efficiency gained from our single fleet strategy and the benefit of being fully staffed since late last year, we saw an increase in daily block hour utilization of 15.4%year-over-year. Turning now to our P&L from the third quarter. Total operating revenues in Q3 2025 were $92.8 million, lower by $18.0 million, or 16.3%, compared to $110.8 million for Q3 2024. Contract revenue was $69.9 million, lower by $25.7 million, or 26.8%, compared to $95.6 million in Q3 2024. These decreases were driven by the reduction in contractual aircraft with United. In addition, the disposition of certain Embraer 175 aircraft contributed to lower aircraft ownership revenue.

Total operating expenses in Q3 2025 were $92.9 million, a decrease of $26.9 million, or 22.4%, versus Q3 2024. Compared to Q3 2024, the decrease primarily reflects flight operations expense that was lower by $8.9 million, or 19.6%, due to fewer contracted aircraft and decreases in pilot training costs, and depreciation and amortization expense that was lower by $6.4 million, or 65.3%, primarily due to the retirement and sale of CRJ aircraft and engines. The decrease was also driven in part by $7.9 million less of asset impairment costs.

Mesa’s Q3 2025 results reflect net income of $20.9 million, or $0.50 per diluted share, compared to a net loss of $19.9 million, or $(0.48) per diluted share, for Q3 2024. Mesa’s Q3 2025 adjusted net loss was $0.6 million, or $(0.01) per diluted share, versus an adjusted net loss of $9.4 million, or $(0.23) per diluted share, in Q3 2024. Our near-breakeven adjusted net loss would have been a profit in the third quarter if not for continuing costs related to CRJ-900 aircraft and engines that have been agreed upon to be sold but have not yet closed.

Mesa’s adjusted EBITDA for Q3 2025 was $6.0 million, compared to adjusted EBITDA of $8.9 million for Q3 2024. Adjusted EBITDAR was $6.1 million for Q3 2025, compared to adjusted EBITDAR of $10.6 million for Q3 2024.

Mesa ended the June 2025

EX-99.1

2 mesa-ex99_1.htm

EX-99.1

EX-99.1

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 diluted share

• Adjusted net loss1 of $4.0 million2 excludes a $112.4 million loss related to the impairment and loss on sale of aircraft

• Adjusted EBITDAR1 of $12.6 million

• Operated at a 100.00% controllable completion factor3

• Scheduled utilization for the quarter of 8.9 block hours per day

“Mesa continued to have strong operational performance during the December 2024 quarter,” said Jonathan Ornstein, Mesa Chairman and CEO. “We are pleased to have flown a 100% controllable completion factor for United. We continued to make financial progress and generated positive adjusted EBITDA and adjusted EBITDAR for the fifth consecutive quarter, highlighting improving operating profitability as we continued to wind down our CRJ operations.”

“Working closely with United’s network planning group, Mesa anticipates block hour utilization will be 9.8 in the June quarter, up from 9.4 in the March quarter, and 8.9 in the December quarter.”

First Quarter Fiscal 2025 Details

Total operating revenues in Q1 2025 were $103.2 million, lower by $15.5 million, or 13.1%, compared to $118.8 million for Q1 2024. Contract revenue was $80.7 million, lower by $20.4 million, or 20.2%, compared to $101.1 million in Q1 2024. These decreases were driven by the reduction in contractual aircraft with United Airlines, Inc. (“United”), the reduction in DHL revenue due to the wind-down of the FSA, and higher deferred revenue. These decreases were partially offset by higher E-175 block-hour rates.

Pass-through revenue increased by $4.9 million, or 27.6%, driven primarily by higher pass-through maintenance expense. Mesa’s Q1 2025 results include, per GAAP, the deferral of $5.6 million of revenue, versus the recognition of $3.0 million of previously deferred revenue in Q1 2024. The remaining deferred revenue balance of $15.3 million will be recognized as flights are completed over the remaining term of the United contract.

Total operating expenses in Q1 2025 were $214.0 million, an increase of $46.8 million, or 30.0%, versus Q1 2024. Compared to Q1 2024, the increase primarily reflects a net loss on asset sales during the quarter of $46.7 million and asset impairment costs that were $25.3 million higher. These increases were partially offset by flight operations expense that decreased by $16.5 million, or 31.9%, due to fewer contracted aircraft and decreases in pilot training costs. Depreciation and amortization expense also decreased $5.3 million, or 40.0%, compared to Q1 2024, primarily due to the retirement and sale of CRJ aircraft and engines.

Mesa’s Q1 2025 results reflect a net loss of $114.6 million, or $(2.77) per diluted share, compared to a net loss of $57.9 million, or $(1.41) per diluted share, for Q1 2024. Mesa’s Q1 2025 adjusted net loss was $4.0 million, or $(0.10) per diluted share, versus an adjusted net loss of $21.8 million, or $(0.53) per diluted share, in Q1 2024.

1 See Reconciliation of GAAP versus non-GAAP Disclosures

2 Adjusted net loss primarily excludes $46.7 million of net losses on asset sales and $65.7 million in asset impairment

3 Excludes cancellations due to weather and air traffic control

Mesa’s adjusted EBITDA1 for Q1 2025 was $11.0 million, compared to adjusted EBITDA of $5.0 million for Q1 2024. Adjusted EBITDAR was $12.6 million for Q1 2025, compared to adjusted EBITDAR of $6.3 million for Q1 2024.

First Quarter Fiscal 2025 Operating Performance

Operationally, the Company reported a controllable completion factor of 100.00% for United during Q1 2025. This is compared to a controllable completion factor of 99.92% for United during Q1 2024. Controllable completion factor excludes cancellations due to weather and air traffic control.

For Q1 2025, the Company operated 62 large (70/76 seats) jets under its CPA with United, comprising 54 E-175s and eight CRJ-900s.

Balance Sheet and Liquidity

Mesa ended the December 2024 quarter with $40.0 million in unrestricted cash and cash equivalents. As of December 31, 2024, the Company had $230.6 million in total debt, secured primarily with aircraft and engines, compared to a balance of $481.0 million as of December 31, 2023. During the quarter, the Company paid $79.8 million in debt, of which $69.0 million which was related to the sale of E175 aircraft.

As of March 31, 2025, Mesa had $54.1 million in unrestricted cash and cash equivalents. Based on the most recent appraisal value of spare parts, Mesa had $12.4 million in available credit under its United facility, subject to approval.

Form 10-Q

The Company

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Mesa Air Group Reports Second Quarter Fiscal 2025 Results

May 20, 2025

PHOENIX, May 20, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) (“Mesa” or the “Company”) today reported second quarter fiscal 2025 financial and operating results.

Second Quarter Fiscal 2025 Update:

• Total operating revenues of $94.7 million

• Pre-tax loss of $62.5 million, net loss of $58.6 million, or $(1.42) per diluted share

• Adjusted net loss1 of $2.9 million2 excludes a $53.8 million loss related to the impairment and loss on sale of assets

• Adjusted EBITDAR1 of $9.6 million

• Operated at a 99.9% controllable completion factor3

• Scheduled utilization for the quarter of 9.4 block hours per day

• Operated our last CRJ-900 flight on February 28, 2025

“In the March 2025 quarter, Mesa posted our sixth straight quarter of positive EBITDA and EBITDAR performance, along with our third consecutive quarter of improving block-hour-per-day utilization, which is expected to be 9.8 in the June 2025 quarter,” said Jonathan Ornstein, Mesa Chairman and CEO. “Notably, we flew our final CRJ-900 flight during February, culminating a multi-year transition of our operations. Mesa was the worldwide launch customer for the CRJ-900 and flew the first flight in 2003. Our United fleet now consists exclusively of 60 E-175 aircraft, and when combined with Republic Airways’ fleet upon the closing of our announced transaction, will create one of the world’s leading Embraer operators.”

“We continued to close on sales of surplus CRJ assets and repay debt obligations, and we remain focused on being the strongest possible enterprise by the time of transaction completion,” continued Ornstein. “I want to thank our people for the dedication they have shown during this process, and we look forward to providing enhanced opportunities for them, as well as for our shareholders, as a result of the transaction.”

Mesa Republic Merger Update

• Hart-Scott-Rodino (HSR) filing submitted: May 16, 2025

• Merger expected to close prior to calendar year-end 2025, subject to regulatory approvals, including under the Hart-Scott-Rodino Act, shareholder approvals, and other customary closing conditions

• Additional details regarding the proposed merger can be found in our Form 8-K filed with the SEC on April 8, 2025

Second Quarter Fiscal 2025 Details

Total operating revenues in Q2 2025 were $94.7 million, lower by $36.8 million, or 28.0%, compared to $131.6 million for Q2 2024. Contract revenue was $68.4 million, lower by $45.4 million, or 39.9%, compared to $113.8 million in Q2 2024. These decreases were driven by the reduction in contractual aircraft with United Airlines, Inc. (“United”), and higher deferred revenue. Also, Q2 2024 results included $8.8 million of revenue attributable to higher E-175 block-hour rates retroactively applied to Q1 2024 flying.

1 See Reconciliation of GAAP versus non-GAAP Disclosures

2 Adjusted net loss primarily excludes a $53.8 million loss related to the impairment and loss on sale of assets

3 Excludes cancellations due to weather and air traffic control

Pass-through revenue increased by $8.6 million, or 48.2%, driven primarily by higher pass-through maintenance expense. Mesa’s Q2 2025 results include, per GAAP, the recognition of $0.7 million of previously deferred revenue, versus the recognition of $7.9 million of previously deferred revenue in Q2 2024. The remaining deferred revenue balance of $14.6 million will be recognized as flights are completed over the remaining term of the United contract.

Total operating expenses in Q2 2025 were $152.0 million, an increase of $32.1 million, or 27%, versus Q2 2024. Compared to Q2 2024, the increase primarily reflects net losses on asset sales of $46.2 million. Excluding these items, Q2 2025 operating expenses were $105.8 million, lower by $11.5 million, or 9.8%, compared to $117.3 million in Q2 2024. This decrease primarily reflects flight operations expense that was lower by $13.1 million, or 26.6%, due to fewer contracted aircraft and decreases in pilot training costs, and depreciation and amortization expense that was lower by $3.9 million, or 39.4%, primarily due to the retirement and sale of CRJ aircraft and engines.

Mesa’s Q2 2025 results reflect a net loss of $58.6 million, or $(1.42) per diluted share, compared to net income of $11.7 million, or $0.28 per diluted share, for Q2 2024. Mesa’s Q2 2025 adjusted net loss was $2.9 million, or $(0.07) per diluted share, versus adjusted net income of $6.3 million, or $0.15 per diluted share, in Q2 2024.

Mesa’s adjusted EBITDA1 for Q2 2025 was $8.3 million, compared to adjusted EBITDA of $26.8 million for Q2 2024. Adjusted EBITDAR was $9.6 million for Q2 2025, compared to adjusted EBITDAR of $28.2 million for Q2 2024.

Second Quarter Fiscal 2025 Operating Performance

Operationally, the Company reported a controllable completion factor of 99.9% for United during Q2 2025. This is compared to a

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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 $24.9 million, or $(0.60) per diluted share

• Adjusted net loss1 of $0.1 million2, or $(0.00) per diluted share

• Adjusted EBITDAR1 of $18.2 million

• Operated at a 99.88% controllable completion factor3

Republic Transaction:

• Entered into definitive agreement with Republic Airways Holdings Inc. (“Republic”) for an all-stock merger to create a leading regional airline company

• Mesa’s operations will support a new 10-year CPA with United Airlines, Inc. (“United”) as part of transaction

Asset Transactions Over Past Six Months:

• Completed sales of 18 E-175 aircraft to United for gross proceeds of $227.7 million, $143.0 million of which was assumed or used for the repayment of debt, with net proceeds of $84.7 million

• Also completed sales of:

o 3 of 15 CRJ-900 airframes agreed to be sold to a third party in December 2024 quarter

o 17 of 23 spare engines previously agreed to be sold to two third parties in June 2024 quarter

o 11 of 23 spare engines previously agreed to be sold to a third party in December 2023 quarter

• Agreed to sell remaining 29 surplus CRJ-900 airframes and 23 surplus CRJ-900 engines for total gross proceeds of $44.8 million, of which 44.1 million will be used for the repayment of U.S. Treasury debt

• Sold spare Boeing 737 parts to a third party for gross proceeds of $1.4 million

Operational Updates:

• Averaged 8.9 block hours per day in December 2024 quarter and 9.4 block hours per day in March 2025 quarter, and anticipate operating 9.8 block hours per day in the June 2025 quarter

• Mesa Pilot Development (MPD) program began operations in Glendale, AZ in February 2025

“As we announced, we are moving forward with a merger with Republic Airways to create one of the world’s largest operators of Embraer 170/175 aircraft,” said Jonathan Ornstein, Mesa Chairman and CEO. “We think this combination will create value for our shareholders as well greater opportunity for our people. With the deal announced, we are working cooperatively with our counterparts at Republic to close the transaction and set a go-forward operational plan.”

“For fiscal full-year 2024, we produced positive adjusted EBITDAR, and we have continued to take steps to improve our financial performance over the past several months,” continued Ornstein. “Our scheduling and utilization have been increasing sequentially, and we anticipate utilization will increase again for the June 2025 quarter. As of the end of February, we are exclusively flying E-175s, creating a more efficient operation and enabling us to transact on our remaining surplus CRJ assets. We plan to continue to strengthen our operational and financial performance ahead of the closing of our transaction with Republic.”

1 See Reconciliation of GAAP versus non-GAAP Disclosures

2 Adjusted net loss primarily excludes $22.8 million of costs related to impairment of assets held for sale

3 Excludes cancellations due to weather and air traffic control

Fourth Quarter Fiscal 2024 Details

Total operating revenues in Q4 2024 were $115.3 million, an increase of $0.9 million from $114.4 million for Q4 2023. Contract revenue decreased by $0.9 million, or 1.0%, to $93.8 million, compared to $94.7 million in Q4 2023, driven by a reduction in DHL revenue due to the wind-down of the FSA, offset by an increase in United Airlines revenue as a result of higher E-175 block-hour rates.

Pass-through revenue increased by $1.8 million, or 9.1%, driven primarily by higher maintenance pass-through expense. Mesa’s Q4 2024 results include, per GAAP, the deferral of $2.8 million in revenue, versus the recognition of $1.7 million of previously deferred revenue in Q4 2023. The remaining deferred revenue balance of $9.6 million will be recognized as flights are completed over the remaining term of the United contract.

Total operating expenses in Q4 2024 were $132.3 million, a decrease of $2.3 million, or 1.7%, versus Q4 2023. This decrease primarily reflects a $14.2 million decrease in flight operations expense and a $6.8 million decrease in maintenance expense, due to fewer contracted aircraft and decreases in pilot training costs, as well as $6.1 million lower depreciation and amortization expense primarily due to the retirement and sale of CRJ aircraft and engines. These decreases were partially offset by asset impairment costs that were $19.4 million higher versus Q4 2023.

Mesa’s Q4 2024 results reflect a net loss of $24.9 million, or $(0.60) per diluted share, compared to a net loss of $28.3 million, or $(0.69) per diluted share, f

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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 loss of $20.7 million, net loss of $19.9 million, or $(0.48) per diluted share

• Adjusted net loss of $9.4 million, or $(0.23) per diluted share

• Adjusted EBITDAR1 of $10.6 million

• Operated at a 99.94% controllable completion factor

United CPA and Fleet Update:

• Extended increased block-hour rate on E-175 flying in current United CPA through August 31, 2025

• At United’s request, agreed to accelerate transition of fleet to all E-175s by March 1, 2025

• United to reimburse costs up to $14 million associated with transition

• United to purchase two CRJ-700s formerly leased to a third party for total proceeds of $11.0 million, $4.5 million of which will pay down the related outstanding obligations

• Mesa and United remain in discussions for an enhanced CPA to support long-term profitability

Additional Updates:

• During June quarter, entered agreements to sell 23 CF34-8C engines for total proceeds of $33.5 million, $29.0 million of which will pay down U.S. Treasury debt

• Completed all asset transactions to eliminate RASPRO finance lease obligation

• Generated $9.6 million from sale of approximately 2.3 million common shares of Archer Aviation, Inc. (“Archer”), originally acquired for $5.0 million, with Mesa still retaining up to approximately 1.17 million unvested equity warrants in Archer

“While we were pleased to experience an 8.0% increase in United Express contract revenue, our third-quarter block-hours were negatively impacted by a lag as we removed CRJ-900s from our contractual fleet and trained pilots to fly our E-175s,” said Jonathan Ornstein, Chairman and CEO. “We generated positive adjusted EBITDAR for the second straight quarter given improving fleet mix and cost control. We continue to monetize our surplus assets and will direct proceeds toward reducing the related obligations and, as a result, interest expense. We were modestly operating cash flow-positive during the third quarter.

“Importantly, we have extended the increased block-hour rate in our CPA with United into next year. United has also agreed to reimburse Mesa for expenses associated with the transition to fully flying E-175 aircraft. The updated financial terms and our ongoing planning with United is critical as we rebuild our E-175 fleet utilization and margin runway through fiscal year 2025. We currently have the pilot resources to fly increased E-175 block hours, and have started the process of recalling pilots from furlough in anticipation of improved aircraft utilization.

“While we are not yet providing a forecast for fiscal year 2025, our focus continues to be on increasing utilization and maintaining overall operational performance,” continued Ornstein. “As we transition into flying all E-175s, we will look to drive additional efficiencies from operating a single fleet type. We will also continue to consider longer-term financial and strategic opportunities to enhance the business.”

Third Quarter Fiscal 2024 Details

Total operating revenues in Q3 2024 were $110.8 million, a decrease of $3.9 million, or 3.4%, from $114.7 million for Q3 2023. Contract revenue increased $1.2 million, or 1.3%, to $95.6 million, compared to $94.4 million in Q3 2023, driven by higher E-175 block-hour rates with United Airlines despite 3.3% fewer block hours. This increase was partially offset by higher deferred revenue in Q3 2024 and the wind-down of the DHL contract.

Pass-through revenue decreased by $5.1 million, or 25.3%, driven by lower pass-through maintenance expense. Mesa’s Q3 2024 results include, per GAAP, the deferral of $2.3 million in revenue, versus the recognition of $1.8 million of previously deferred revenue in Q3 2023. The remaining deferred revenue balance of $12.4 million will be recognized as flights are completed over the remaining term of the United contract.

Total operating expenses in Q3 2024 were $119.8 million, a decrease of $35.1 million, or 22.7%, versus Q3 2023. This decrease primarily reflects a $22.6 million lower asset impairment loss. In addition, maintenance expense decreased by $6.8 million primarily due to lower labor and pass-through costs, and flight operations expense was $6.1 million lower due to decreases in pilot wages and training costs. Depreciation and amortization expense decreased $5.6 million primarily due to the retirement and sale of CRJ aircraft and engines.

Mesa’s Q3 2024 results reflect a net loss of $19.9 million, or $(0.48) per diluted share, compared to a net loss of $47.6 million, or $(1.17) per diluted share, for Q3 2023. Mesa’s

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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 per diluted share

• Adjusted net income of $6.3 million or $0.15 per diluted share

• Adjusted EBITDAR1 of $28.2 million

• Flew 99.85% controllable completion factor

Additional Updates:

• Closed on additional five engines associated with RASPRO finance lease since June 2024 announcement

• Renegotiated operating lease on two CRJ aircraft into a fully amortized buyout lease, reducing payments by $9.5 million over life of lease

“Our second quarter results have begun to demonstrate an improvement in our business and reflect our efforts over the past year-and-a-half to restructure and strengthen our operations, P&L, and balance sheet,” said Jonathan Ornstein, Chairman and CEO. “Given meaningfully improved block-hour rates on our E-175 flying, coupled with our initiatives to eliminate surplus CRJ assets, we achieved our first GAAP and adjusted net profits in 11 quarters, as well as our best adjusted EBITDAR result over that period. Concurrently, Mesa has reduced its total debt by $221.5 million, or 36%, over the past year.

“While we still have work to do as we transition out of our CRJ-900 fleet and build our E-175 flying, we expect to remain cash-flow neutral for the remainder of the fiscal year. With an optimized asset base, our ongoing transition toward higher-margin E-175 flying, and the continued reduction in pilot attrition and strength in our pilot pipeline, we look forward to returning to consistent profitability in the future.”

Second Quarter Fiscal 2024 Details

Total operating revenues in Q2 2024 were $131.6 million, an increase of $9.7 million, or 8.0%, from $121.8 million for Q2 2023. Contract revenue decreased $10.0 million, or 9.7%. These increases were primarily driven by higher E-175 block-hour rates with United Airlines, effective as of October 1, 2023. Mesa recognized the increased rates for Q2 2024, as well as an additional $8.8 million for Q1 2024, in this quarter. Pass-through revenue decreased by $0.3 million, or 1.6%. Mesa’s Q2 2024 results include, per GAAP, the recognition of $7.9 million of previously deferred revenue, versus the deferral of $5.7 million in Q2 2023. The remaining deferred revenue balance of $10.2 million will be recognized as flights are completed over the remaining term of the United contract.

Total operating expenses in Q2 2024 were $119.9 million, a decrease of $28.8 million, or 19.3%, versus Q2 2023. This decrease primarily reflects $14.1 million lower asset impairment losses, $6.7 million lower depreciation and amortization expense, and $5.5 million, or 10.0% lower, flight operations expense, driven by Mesa’s divestiture of surplus CRJ assets.

Mesa’s Q2 2024 results reflect net income of $11.7 million, or $0.28 per diluted share, compared to a net loss of $35.1 million, or $(0.88) per diluted share, for Q2 2023. Mesa’s Q2 2024 adjusted net income was $6.3 million, or $0.15 per diluted share, versus an adjusted net loss of $21.3 million, or $(0.53) per diluted share, in Q2 2023.

Mesa’s adjusted EBITDA1 for Q2 2024 was $26.8 million, compared to adjusted EBITDA of $7.1 million for Q2 2023. Adjusted EBITDAR was $28.2 million for Q2 2024, compared to adjusted EBITDAR of $7.9 million in Q2 2023.

Second Quarter Fiscal 2024 Operating Performance

Operationally, the Company reported a controllable completion factor of 99.85% for United during Q2 2024. This is compared to a controllable completion factor of 99.63% for United during Q2 2023. Controllable completion factor excludes cancellations due to weather and air traffic control.

For Q2 2024, approximately 98% of the Company’s total revenue was derived from its contract with United. The Company’s CPA with United provides for 80 large (70/76 seats) jets, comprising a mix of E-175s and CRJ-900s. In Q2 2024, Mesa’s fleet mix comprised 56 E-175s and 24 CRJ-900s.

Balance Sheet and Cash Flow

Mesa ended the March quarter with $18.5 million in unrestricted cash and cash equivalents. As of March 31, 2024, the Company had $400.0 million in total debt, secured primarily with aircraft and engines, compared to a balance of $621.6 million as of March 31, 2023. During the quarter, the Company made $38.8 million of debt payments related to CRJ engine sale transactions, achieved $10.5 million in loan forgiveness from United as a result of operational performance, and had a net reduction of $7.6 million on its line of credit with United. The Company also made $27.1 million in scheduled debt payments.

About Mesa Air Group, Inc.

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc.

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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 diluted share

• Adjusted net loss of $21.8 million or $(0.53) per diluted share

• Adjusted EBITDAR1 of $6.3 million

• Block hours of 46,658, an approximate 5% increase over fourth quarter fiscal 2023

• Paid down $39.2 million of debt during quarter with surplus CRJ asset sale proceeds

Developments Subsequent to Quarter End:

• As announced in January 2024, United Airlines agreed to significantly higher block-hour rate on E-175 flying

• As a result of the reduction in cargo demand, Mesa and DHL mutually agreed to wind down cargo operation as of February 2024

o As part of agreement, DHL will reimburse certain costs associated with wind-down

o Pilots from the cargo operation are transitioning to operate Mesa’s E-175 aircraft

• Consistent with long-term fleet plan, initiated reduction of 12 CRJ-900s from contracted fleet by August 2024

• Launched Prescott, AZ location for Mesa Pilot Development program and increased Pipistrel training fleet to 28

o Approximately 120 pilots are currently enrolled in program

• Received 283,734 common shares for vested warrants in XTI Aerospace, Inc. (NASDAQ: XTIA)

Surplus CRJ Asset Sale Updates, Subsequent to Quarter End:

• Closed on sale of twelve CF34-8C engines for gross proceeds of $54.4 million, with net proceeds of $15.9 million after debt reduction

• Received LOI for purchase of twelve additional surplus CF34-8C engines for sale price of $24.6 million, most of which will be used to pay down United States Treasury debt

• Revised purchase obligations under finance lease for 15 CRJ-900s to extend from March 2024 to May through September 2024

Jonathan Ornstein, Chairman and CEO, said, “While it has been a long road, we have successfully completed the majority of our surplus CRJ asset sales. Over the past 19 months, we have finalized approximately $390 million of CRJ asset sales, which we used to pay down approximately $265 million of debt. We are in discussions with multiple parties to address the remaining surplus assets.

Ornstein continued, “In addition to the progress we have made on debt reduction and the block-hour rate increase we negotiated with United, another significant reason for our optimism moving forward is the substantial reduction in attrition across our work groups, especially pilots. Pilot attrition has improved sequentially over the past several months, and our attrition for May 2024 is less than half of what it was a year ago. Combined with increased monthly pilot training output, we expect to see lower training expenses and better utilization of our fleet, which should lead to improved operational performance and financial results. Additionally, we are pleased to report that our Mesa Pilot Development time-building program achieved profitability in its first year of operations and has already provided Mesa with new-hire first officers. It is currently our intent to source all future new-hire pilots from Mesa Pilot Development.

“For the second fiscal quarter of 2024, we expect to report an adjusted net profit for the first time in ten quarters. We also expect to generate breakeven cash flow for the remainder of the fiscal year. As our business turns the corner, we

can focus on longer-term strategic opportunities to enhance shareholder value as well as job security and career advancement for our people.”

First Quarter Fiscal 2024 Details

Total operating revenues in Q1 2024 were $118.8 million, a decrease of $28.4 million, or 19.3%, from $147.2 million for Q1 2023. Contract revenue decreased $27.4 million, or 21.3%. These decreases were primarily driven by a reduction in CRJ-900 block hours and fewer aircraft under contract. Pass-through revenue decreased by $1.0 million, or 5.6%, driven by a decrease in pass-through maintenance related to the E-175 fleet. Mesa’s Q1 2024 results include, per GAAP, the recognition of $3.0 million of previously deferred revenue, versus the recognition of $5.3 million in Q1 2023. The remaining deferred revenue balance of $18.0 million will be recognized as flights are completed over the remaining term of the United contract.

Total operating expenses in Q1 2024 were $167.2 million, an increase of $22.5 million, or 15.6%, versus Q1 2023, primarily reflecting $40.4 million of asset impairment losses related to assets held for sale. Excluding asset impairment losses, operating expenses were $126.8 million, compared to $141.0 million in Q1 2023. This result primarily reflects a $6.5 million decrease in flight operations expense to $51.8 million, driven by decreased pilot tr

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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, net loss of $28.3 million or $(0.69) per diluted share

• Adjusted net loss1 of $26.4 million2 or $(0.64) per diluted share

Developments Subsequent to Fourth Quarter End:

• Entered into agreements with United Airlines for amendments to CPA and credit agreements

o Increased block-hour rates in CPA projected to generate approximately $63.5 million in incremental revenue over next twelve months

• Sold or entered into agreements to sell excess CRJ-900 aircraft and related engines for combined gross proceeds of $198.0 million, which has been and will be used to pay down $174.3 million in debt

• Produced December block hours of 46,660, a 5% increase over the September quarter

Jonathan Ornstein, Chairman and CEO, said, “While fiscal 2023 was a difficult year and conditions remain challenging, our recent announcements make us more optimistic for 2024. We expect our improved operating and financial agreements with United will provide Mesa substantial additional revenue and liquidity. The CPA rate increase is especially impactful, as we are seeing improvement in block-hour production. For the December quarter, we increased block hours 5% from the September quarter. Block-hour production is heavily dependent on pilot attrition and hiring, and we remain focused on driving pilot throughput, executing captain upgrades, and holding attrition at stabilized levels.”

Fiscal Fourth Quarter Results:

Total operating revenues in Q4 2023 were $114.4 million, a decrease of $11.3 million, or 9.0%, from $125.6 million for Q4 2022. Contract revenue decreased $16.0 million, or 14.4%. These decreases were primarily driven by a reduction in CRJ-900 block hours and fewer aircraft under contract, partially offset by higher United Airlines block-hour rates for new pilot pay scales. Pass-through revenue, driven by higher pass-through maintenance expense, increased by $4.7 million, or 31.6%. Mesa’s Q4 2023 results include, per GAAP, the recognition of $1.7 million of previously deferred revenue, versus the deferral of $1.3 million in Q4 2022. The remaining deferred revenue balance of $21.0 million will be recognized as flights are completed over the remaining term of the United Airlines contract.

Total operating expenses in Q4 2023 were $134.6 million, a decrease of $127.5 million, or 48.6%, versus Q4 2022, primarily reflecting a $132.3 million asset impairment loss related to Mesa’s CRJ-900 fleet in Q4 2022. Adjusted operating expenses, excluding asset impairment losses, were $131.2 million. This result reflects an $8.4 million increase in maintenance expense to $54.3 million, primarily due to an increase in pass-through c-check expense, and an $8.3 million increase in flight operations expense to $52.0 million, primarily reflecting higher pilot pay scales and increased pilot training. This increase was offset by a $8.3 million decrease in aircraft rent, attributable to the reclassification from operating lease to finance lease for certain CRJ-900s, and a $6.3 million decrease in depreciation and amortization, primarily driven by the lower depreciable base from the CRJ-900 asset impairment charge in Q4 2022.

1 See Reconciliation of GAAP versus non-GAAP Disclosures

2 Adjusted net loss primarily excludes $3.7 million loss on true-up of certain CRJ assets and $2.1 million gain related to investment in equity security

Mesa’s Q4 2023 results reflect a net loss of $28.3 million, or $(0.69) per diluted share, compared to a net loss of $115.6 million, or $(3.18) per diluted share for Q4 2022. Mesa’s Q4 2023 adjusted net loss1 was $26.4 million, or $(0.64) per diluted share, versus an adjusted net loss of $13.5 million, or $(0.37) per diluted share, in Q4 2022.

Mesa’s Adjusted EBITDA1 for Q4 2023 was a $2.9 million loss, compared to Adjusted EBITDA of $13.8 million for Q4 2022. Adjusted EBITDAR1 was a $2.5 million loss for Q4 2023, compared to Adjusted EBITDAR of $22.4 million in Q4 2022.

Fiscal Fourth Quarter Operating Performance:

Operationally, the Company reported a controllable completion factor of 99.5% for United during Q4 2023. This is compared to a controllable completion factor of 99.7% for United during Q4 2022. This excludes cancellations due to weather and air traffic control.

For Q4 2023, the Company’s on-time performance with 14 minutes for arrivals was 79.5%, compared to 79.0% for Q4 2022.

For Q4 2023, approximately 95.0% of the Company’s total revenue was derived from its contract with United Airlines. The Company’s CPA with United Airlines provides for 80 large (70/76 seats)

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EX-99.1

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 million or $(0.67) per diluted share

• Adjusted net loss excludes $21.2 million, primarily a $30.5 million impairment loss on assets

• Paid down $27 million of debt with engine sale proceeds

Jonathan Ornstein, Chairman and CEO, said, “As expected, Fiscal 2023 has been a transformative year as we ended our agreement with American Airlines and transitioned all of our regional capacity to United. While we are pleased with the progress we have made in some areas, we have more work to do in others. One of our key initiatives remains the disposition of excess CRJ-900 aircraft and related assets. To date, we have entered into agreements to sell 18 excess CRJ-900s, four of which we closed earlier this year, with the remaining 14 expected to close by calendar-year end. We are currently in active negotiations for the sale of additional aircraft. We also continue to focus on maximizing aircraft utilization with our existing pilot resources through more productive scheduling of our fleet in cooperation with United.

Mr. Ornstein concluded, “The CRJ-900 transition from American to United was a complex process and our people have done an amazing job. With little incremental regional capacity available industry-wide, we were pleased to fly almost half a million passengers for United on our CRJ fleet during our third quarter. With United’s continued support, we believe, based on current pilot staffing outlook, we will be at United’s target block-hour utilization rate by the end of fiscal-year 2024.

“Mesa has been a long-time Express carrier for United, and we believe United will ensure we remain an integral part of their regional portfolio. While Mesa’s primary service to United is providing valuable feed traffic, we also assist in the creation of future United pilots through our participation in Aviate, help maintain competiveness among their regional portfolio, and share co-investments in advanced aviation technology and electric aircraft. In return, United has been a invaluable partner, helping us create additional liquidity through a number of initiatives, which we expect will continue through to the completion of our transformation and return to profitability.”

Fiscal Third Quarter Details:

Total operating revenues in Q3 2023 were $114.7 million, a decrease of $19.7 million, or 14.7%, from $134.4 million for Q3 2022. Contract revenue decreased $24.5 million, or 20.6%. These decreases were primarily driven by a 50% reduction in CRJ-900 block hours and fewer aircraft under contract, partially offset by higher United block-hour rates for new pilot payscales. Pass-through revenue, driven by higher pass-through maintenance expense, increased by $4.8 million. Mesa’s Q3 2023 results include, per GAAP, the recognition of $2.0 million of previously deferred revenue, versus the recognition of $6.8 million of previously deferred revenue in Q3 2022. The remaining deferred revenue balance of $22.7 million will be recognized as flights are completed over the remaining term of the United contract.

Total operating expenses in Q3 2023 were $154.9 million, an increase of $20.7 million, or 15.5%, versus Q3 2022. This increase was primarily due to a $30.5 million impairment on assets held for sale. Adjusted operating expenses were $131.2 million, 2.3% lower vs. Q3 2022, reflecting an $8.4 million decrease in aircraft rent attributable to the reclassification from operating lease to finance lease for certain CRJ-900s, and a $4.8 million decrease in depreciation

1See Reconciliation of non-GAAP financial measures

1

and amortization primarily driven by the lower depreciable base from the CRJ-900 asset impairment charge in Q4 2022. This decrease was partially offset by a $8.3 million increase in flight operations expense to $51.6 million, primarily reflecting higher pilot pay scales.

Mesa’s Q3 2023 results reflect a net loss of $47.6 million, or $(1.17) per diluted share, compared to a net loss of $10.0 million, or $(0.28) per diluted share for Q3 2022. Mesa’s Q3 2023 adjusted net loss1 was $27.2 million, or $(0.67) per diluted share, versus an adjusted net loss1 of $7.1 million, or $(0.20) per diluted share, in Q3 2022.

Mesa’s Adjusted EBITDA1 loss for Q3 2023 was $1.8 million, compared to Adjusted EBITDA of $20.1 million in Q3 2022. Adjusted EBITDAR1 loss was $0.9 million for Q3 2023, compared to Adjusted EBITDAR of $29.4 million in Q3 2022.

Operationally, the Company reported a controllable completion factor of 98.8% for United and 100.0% for American during Q3 2023. As a reminder, Me

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EX-99

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 million or $(0.53) per diluted share

• Adjusted net loss excludes $13.8 million primarily related to the impairment of assets held for sale

• Initiated CRJ-900 transition to United Airlines in March, with the last American Airlines flight operated April 3rd

• Experiencing pilot attrition below pre-COVID levels

• Reduced debt by approximately $80 million with proceeds from asset sales

Jonathan Ornstein, Chairman and CEO, said, “While our financial results reflect the ongoing transition of CRJ flying to United, we believe these actions will prove to be the right long-term strategic decision for the company. We began operating CRJ-900 flights for United Airlines in March, representing the culmination of months of diligent preparation and coordination between Mesa and United teams. We have already started to realize significantly improved pilot retention and attraction as a result of our expanded agreement with United. While we were ultimately more conservative in the timing of our transition than we had projected through second-quarter end, we have now transitioned 24 CRJ-900s.”

Fiscal Second Quarter Details:

Total operating revenues in Q2 2023 were $121.8 million, a decrease of $1.4 million, or 1.1%, from $123.2 million for Q2 2022. Contract revenue decreased $8.2 million, or 7.3%. These decreases were driven by deferred revenue and lower block hours, partially offset by higher United block-hour rates for new pilot payscales. Pass-through revenue, driven by maintenance and property taxes, increased by $6.8 million. Mesa’s Q2 2023 results include, per GAAP, the deferral of $5.7 million, versus the recognition of $0.8 million of previously deferred revenue in Q2 2022. The remaining deferred revenue balance of $24.5 million will be recognized as flights are completed over the remaining terms of the United contract.

Total operating expenses in Q2 2023 were $148.7 million, a decrease of $19.3 million, or 11.5%, versus Q2 2022. This decrease was primarily due to $22.7 million lower non-cash impairment of assets held for sale versus Q2 2022, an $8.6 million decrease in aircraft rent attributable to the reclassification from operating lease to finance lease for certain CRJ-900s, and a $4.2 million decrease in depreciation primarily driven by the lower depreciable base from the CRJ-900 asset impairment charge in Q4 2022. The decrease was partially offset by a $12.4 million increase in flight operations expense to $54.8 million, reflecting higher pilot pay scales and increased training costs as we continue to drive pilot throughput, as well as a $5.7 million increase in general and administrative expense, reflecting higher pass-through property tax costs. Total adjusted operating expenses, excluding one-time items, were $132 million, an increase of 2.7% compared to the prior year period.

Mesa’s Q2 2023 results reflect a net loss of $35.1 million, or $(0.88) per diluted share, compared to a net loss of $42.8 million, or $(1.19) per diluted share for Q2 2022. Mesa’s Q2 2023 adjusted net loss1 was $21.3 million, or $(0.53) per diluted share, versus an adjusted net loss1 of $10.3 million, or $(0.29) per diluted share, in Q2 2022.

1See Reconciliation of non-GAAP financial measures

1

Mesa’s Adjusted EBITDA1 for Q2 2023 was $7.1 million, compared to $15.8 million in Q2 2022, and Adjusted EBITDAR1 was $7.9 million for Q2 2023, compared to $25.2 million in Q2 2022.

Operationally, the Company reported a controllable completion factor of 99.6% for United and 99.8% for American during Q2 2023. This is compared to a controllable completion factor of 96.7% for United and 96.8% for American during Q2 2022. This excludes cancellations due to weather and air traffic control.

With respect to a total completion factor that includes all cancellations, Mesa reported a total completion factor of 98.5% for United and 94.7% for American during Q2 2023. This is compared to a total completion factor of 93.7% for United and 93.5% for American during Q2 2022.

For Q2 2023, 55% of the Company’s total revenue was derived from our contracts with United, 40% from American, 4% from DHL, and 1% from leases of aircraft to a third party. Upon our completion of the transition of the American CRJ-900s to United, our contracted regional fleet will consist of 80 large (70/76 seats) jets, comprising a mix of E-175s and CRJ-900s. Additionally, we will continue to operate four 737-400/800s at DHL.

Balance Sheet and Cash Flow:

Mesa ended the quarter at $51.4 million in unrestricted cash and equivalents. As of Ma

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EX-99.1

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 loss1 of $4.3 million or $(0.12) per diluted share

• Adjusted net loss excludes a $3.7 million impairment related to intangible assets and $1.7 million related to investments in equity securities

• As previously reported, closed on United Airlines, American Airlines, and aircraft-related transactions

• Subsequent to quarter end, closed sale of 8 remaining CRJ-550s to United Airlines

Jonathan Ornstein, Chairman and CEO, said, “The first quarter was an important one for Mesa, as we executed several key agreements that will materially enhance our operational and financial position and alleviate significant issues that we have faced. While block hour production continued to be challenged by the industry-wide pilot shortage during the quarter, we believe all the pieces are in place to begin restoring capacity across our fleets. We are preparing for the transition of our CRJ-900 operation to United next month. Our pilot pipeline continues to strengthen and pilot attrition has remained significantly lower since we have enhanced our payscales and expanded our participation in the Aviate program with United.”

Fiscal First Quarter Details:

Total operating revenues in Q1 2023 were $147.2 million, a decrease of $0.6 million (0.4%) from $147.8 million for Q1 2022. Contract revenue decreased $8.4 million, or 6.2%. These decreases were driven by lower block hours, offset by increased block-hour revenue for new pilot payscales. Mesa’s Q1 2023 results include, per GAAP, the recognition of $5.3 million, versus the recognition of $4.2 million of previously deferred revenue in Q1 2022. The remaining deferred revenue balance of $18.8 million will be recognized as flights are completed over the remaining terms of the contracts.

Mesa’s Adjusted EBITDA1 for Q1 2023 was $21.8 million, compared to $17.0 million in Q1 2022, and Adjusted EBITDAR1 was $25.9 million for Q1 2023, compared to $26.6 million in Q1 2022.

Mesa’s Q1 2023 results reflect a net loss of $9.1 million, or $(0.25) per diluted share, compared to a net loss of $14.3 million, or $(0.40) per diluted share for Q1 2022. Mesa’s Q1 2023 adjusted net loss1 was $4.3 million, or $(0.12) per diluted share, versus an adjusted net loss1 of $9.3 million, or $(0.26) per diluted share, in Q1 2022. The year over year increase in adjusted net income of $5.0 million was primarily due to increased block-hour revenue for new pilot payscales and lower maintenance, D&A, and aircraft rent expenses, partially offset by higher expenses for flight operations due to increased costs for training and employee wages.

Operationally, the Company ran a controllable completion factor of 99.4% for American and 99.9% for United during Q1 2023. This is compared to a controllable completion factor of 97.7% for American and 98.3% for United during Q1 2022. This excludes cancellations due to weather and air traffic control.

With respect to a total completion factor that includes all cancellations, Mesa reported a total completion factor of 97.9% for American and 99.2% for United during Q1 2023. This is compared to a total completion factor of 95.8% for American and 95.8% for United during Q1 2022.

For Q1 2023, 50% of the Company’s total revenue was derived from our contracts with United, 45% from American, 3% from DHL, and 2% from leases of aircraft to a third party.

1 See reconciliation of non-GAAP financial measures

1

Exhibit 99.1

Balance Sheet and Cash Flow:

Mesa ended the quarter at $56.1 million in unrestricted cash and equivalents. As of December 31, 2022, the Company had $701.3 million in total debt secured primarily with aircraft and engines. This amount includes $64.2 million corresponding to the reclassification from operating lease to finance lease on 15 CRJ-900s. Additionally, we borrowed $25.5 million in the form of a term loan from United, of which $15 million is forgivable upon the meeting of certain performance criteria.

Conference Call Details:

Mesa Air Group will host a conference call with analysts on February 9th at 4:30 pm EST. The conference call number is 888-469-2054 (Passcode: Phoenix (7463649)). The conference call can also be accessed live via the web by visiting https://investor.mesa-air.com.

A recorded version will be available on Mesa's website approximately two hours after the call for approximately 14 days.

About Mesa Air Group, Inc.

Headquartered in Phoenix, Arizona, Mesa Air Group, Inc. is the holding company of Mesa Airlines, a regional air carrier providing scheduled passenger service to 106 cities in 42 sta

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Exhibit 99.1

Mesa Air Group Reports Fourth Quarter and Fiscal Full-Year 2022 Results

December 29, 2022

PHOENIX, December 29, 2022 – Mesa Air Group, Inc. (NASDAQ: MESA) today reported fourth quarter and fiscal full-year 2022 financial and operating results.

Fiscal Fourth Quarter Update:

•

Total operating revenues of $125.6 million

•

Pre-tax loss of $148.6 million, net loss of $115.6 million or $(3.18) per diluted share

•

Adjusted net loss1 of $13.5 million or $(0.37) per diluted share

•

Adjusted net loss excludes a $132.3 million non-cash (pre-tax) impairment loss related to the CRJ fleet

•

New industry-leading pilot pay agreement effective September 15th

•

Agreed to sell 18 CRJ-550s to United Airlines, 10 of which closed during the quarter

•

Launched the Mesa Pilot Development (“MPD”) Program

•

Negotiated a new two-year flight attendant agreement

•

Subsequent to quarter end:

o

Initiated and concluded wind-down agreement with American Airlines

o

Reached agreements with United Airlines for (i) capacity purchase agreement expansion for CRJ-900 flying and rate increase, (ii) a loan agreement, and (iii) an engine purchase agreement

o

Renegotiated certain aircraft debt and lease obligations

o

Agreed to sell 11 CRJ-900s, expected to close in Q1 CY2023

Fiscal Full-Year 2022 Update:

•

Total operating revenues of $531.0 million

•

Pre-tax loss of $234.7 million, net loss of $182.7 million or $(5.06) per diluted share

•

Adjusted net loss1 of $40.2 million or $(1.12) per diluted share

•

Adjusted net loss excludes a $171.8 million non-cash (pre-tax) impairment loss related to the CRJ fleet

Jonathan Ornstein, Chairman and CEO, said, “Building on our relationship with United Airlines that began in 1992, we are delighted to announce our new and expanded agreements with United, allowing us to expand United’s reach into cities that have seen reductions or loss of flight service created by the industry-wide pilot shortage. After the transition, Mesa will be the only exclusive regional carrier for United operating large regional jets. We believe our strong relationship with United will provide significant opportunities for growth in the future. In particular, we believe Mesa’s participation in the Aviate program, combined with United’s industry-leading growth plan, will provide the most reliable, fastest path for aviators to transition to a major commercial carrier. Combined with the significant liquidity United is providing, this agreement represents a transformational step for our business as we aim to resolve the impacts of the industry-wide pilot shortage that we faced in fiscal 2022. With our pilot pipeline now filled thanks to our new pay scale and enhanced opportunities with United through Aviate, Mesa is in a superior position to meet the significant demand for regional flying.”

Fiscal Fourth Quarter Details:

Total operating revenues in Q4 2022 were $125.6 million, a decrease of $5.1 million (3.9%) from $130.8 million for Q4 2021. Contract revenue decreased $5.3 million, or 4.6%. These decreases were driven by lower block hours, offset by the expiration of temporary rate reductions related to the PSP program. Mesa’s Q4 2022 results include, per GAAP, the deferral of $1.3 million, versus the recognition of $1.3 million of previously deferred revenue in Q4 2021. The remaining

1See Reconciliation of non-GAAP financial measures

deferred revenue balance of $24.1 million will be recognized as flights are completed over the remaining terms of the contracts.

Mesa’s Adjusted EBITDA1 for Q4 2022 was $13.8 million, compared to $25.8 million in Q4 2021, and Adjusted EBITDAR1 was $22.4 million for Q4 2022, compared to $35.5 million in Q4 2021.

Mesa’s Q4 2022 results reflect a net loss of $115.6 million, or $(3.18) per diluted share, compared to a net loss of $7.5 million, or $(0.21) per diluted share for Q4 2021. Mesa’s Q4 2022 adjusted net loss1 was $13.5 million, or $(0.37) per diluted share, versus an adjusted net loss1 of $2.1 million, or $(0.06) per diluted share, in Q4 2021. The year over year decrease in adjusted net income of $11.4 million was primarily due to lower block hours, the net impact of the PSP program, and a decrease in maintenance expense.

For Q4 2022, 48% of the Company’s total revenue was derived from our contracts with United, 45% from American, 2% from DHL, and 5% from leases of aircraft to a third party.

Fiscal Full-Year 2022 Details:

For fiscal year 2022, total operating revenues were $531.0 million, an increase of $27.4 million (5.4%) from $503.6 million for fiscal year 2021. Contract revenue increased $44.0 million, or 10.1%. This was primarily due to the return to normal rates from our partners, which were temporarily reduced last year related to the PSP program, and recognition of higher deferred revenue, partially offset by a reduction in block hours and partner utilization penalties. Mesa’s fiscal ye

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Exhibit 99.1

Mesa Air Group Reports Third Quarter Fiscal 2022 Results

August 8, 2022

PHOENIX, August 8, 2022 (GLOBE NEWSWIRE) – Mesa Air Group, Inc. (NASDAQ: MESA) today reported third quarter fiscal 2022 financial and operating results.

Fiscal Third Quarter Highlights:

•

Pre-tax loss of $12.5 million, net loss of $10.0 million or $(0.28) per diluted share.

•

Adjusted net loss1 of $7.1 million or $(0.20) per diluted share.

•

Adjusted net loss excludes a $3.9 million (pre-tax) change in the fair value of investments in equity securities

•

Third aircraft with DHL cargo operation entered revenue service

•

Added a second CRJ simulator to increase pilot training capacity

Jonathan Ornstein, Chairman and CEO, said, “While demand remained resilient for the quarter, our financial results continue to be impacted by industry-wide, elevated pilot attrition and the significant reduction in the commercial pilot pipeline, exacerbated by the 1,500-hour rule. Looking forward, we intend to take dramatic action to address the pilot shortage through increased recruiting, additional simulator capacity, and expansion of our pilot pipeline. We are also pleased that United Airlines has expanded the Aviate program to include all of our pilots.”

Fiscal Third Quarter Details

Total operating revenues in Q3 2022 were $134.4 million, an increase of $9.2 million, or 7.4%, from $125.2 million for Q3 2021. Contract revenue increased $9.2 million, or 8.4%. This was due to the return to normal rates from our partners, which were temporarily reduced last year related to the PSP program. These were partially offset by a reduction in block hours. Mesa’s Q3 2022 results include, per GAAP, the recognition of $6.8 million of previously deferred revenue, versus the deferral of $1.9 million of revenue in Q3 2021. The remaining deferred revenue balance of $22.7 million will be recognized as flights are completed over the remaining terms of the contracts.

Mesa’s Adjusted EBITDA1 for Q3 2022 was $20.1 million, compared to $35.3 million in Q3 2021, and Adjusted EBITDAR1 was $29.4 million for Q3 2022, compared to $44.9 million in Q3 2021.

Mesa’s Q3 FY22 results reflect a net loss of $10.0 million, or $(0.28) per diluted share, compared to net income of $4.3 million, or $0.11 per diluted share for Q3 FY21. Mesa’s Q3 FY22 adjusted pre-tax loss1 was $8.7 million versus an adjusted pre-tax income1 of $5.8 million in Q3 FY21. The year over year decrease in adjusted pre-tax income of $14.5 million was primarily due to lower block hours, the net impact of the PSP program, and the change in deferred revenue.

Operationally, the Company ran a controllable completion factor of 98.8% for American and 99.8% for United during Q3 2022. This is compared to a controllable completion factor of 99.4% for American and 99.9% for United during Q3 2021. This excludes cancellations due to weather and air traffic control.

With respect to a total completion factor that includes all cancellations, Mesa reported a total completion factor of 97.7% for American and 98.8% for United during Q3 2022. This is compared to a total completion factor of 97.6% for American and 99.2% for United during Q3 2021.

Liquidity and Capital Resources

Mesa ended the quarter at $54.4 million in unrestricted cash and equivalents. As of June 30, 2022, the Company had $653.4 million in total debt secured primarily with aircraft and engines.

1See Reconciliation of non-GAAP financial measures

Fleet

For the three months ended June 30, 2022, 47% of the Company’s total revenue was derived from our contracts with United, 46% from American, 2% from DHL, and 5% from leases of aircraft to a third party.

Below is our current and future fleet plan by partner and fleet type for FY22:

Fleet Plan (FY22)

Q1 (Dec '21)

Q2 (Mar '22)

Q3 (Jun '22)

Q4 (Sep '22)

Actual

Actual

Actual

Forecast

E-175 - UA

80

80

80

80

CRJ-900 - AA

40

40

40

40

737-400F - DHL

2

3

3

3

Sub-total

122

123

123

123

CRJ-700 leased

17

18

20

20

CRJ-700 to be leased to third party

3

2

—

—

CRJ spared or parked

25

13

13

13

CRJ held for sale

—

12

12

12

Total fleet

167

168

168

168

Mesa Air Group will host a conference call with analysts on August 8th at 4:30 pm EDT. The conference call number is 888-469-2054 (Passcode: Phoenix (7463649)). The conference call can also be accessed live via the web by visiting https://investor.mesa-air.com.

A recorded version will be available on Mesa's website approximately two hours after the call for approximately 14 days.

1Reconciliation of non-GAAP financial measures

Although these financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"), certain non-GAAP financial measures may provide investors with useful information regarding the underlying business trends and performance of Mesa's ongoing operations and may be useful for period-over

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Exhibit 99.1

Mesa Air Group Reports Second Quarter Fiscal 2022 Results

May 9, 2022

PHOENIX, May 09, 2022 (GLOBE NEWSWIRE) -- Mesa Air Group, Inc. (NASDAQ: MESA) today reported second quarter fiscal 2022 financial and operating results.

Financial Summary Q2:

•

Pre-tax loss of $55.2 million, net loss of $42.8 million or $(1.19) per diluted share.

•

Adjusted net loss1 of $10.3 million or $(0.29) per diluted share.

•

Adjusted net loss excludes a $39.5 million (pre-tax) non-cash charge related to 12 CRJ aircraft held for sale.

Quarter Highlights:

•

Mesa took delivery of its third 737-400F freighter aircraft in the quarter.

•

Added an additional E175 flight simulator.

Fiscal Year Q2 Results:

Mesa’s Q2 FY22 results reflect a net loss of $42.8 million, or $(1.19) per diluted share, compared to net income of $5.7 million, or $0.14 per diluted share for Q2 FY21. Mesa’s Q2 FY22 adjusted pre-tax loss1 was $13.1 million versus an adjusted pre-tax income1 of $12.1 million in Q2 FY21. The year over year decrease in adjusted pre-tax income of $25.2 million was primarily due to lower block hours and the impact of the PSP program.

Jonathan Ornstein, Chairman and CEO, said, “While demand for our product remains strong, our financial results this quarter reflect the ongoing challenge of heightened pilot attrition. In January, our operational and financial performance was significantly impacted by Covid-related higher pilot absence rates which have since subsided. We remain focused on taking steps to address pilot attrition, including increased hiring, simulator capacity, and training capabilities, which has been exacerbated by the industry wide pilot shortage.”

Fiscal Q2 details:

Total operating revenues in Q2 2022 were $123.2 million, an increase of $25.9 million (26.7%) from $97.3 million for Q2 2021. Contract revenue increased $30.3 million. This was due to the return to normal rates from our partners which were temporarily reduced last year related to the PSP program. These were partially offset by a reduction in block hours. Mesa’s Q2 2022 results include, per GAAP, the recognition of $0.8 million of previously deferred revenue, versus the deferral of $4.9 million of revenue in Q2 2021. The remaining deferred revenue balance will be recognized as flights are completed over the remaining terms of the contracts.

Mesa’s Adjusted EBITDA1 for Q2 2022 was $15.8 million, compared to $41.5 million in Q2 2021, and Adjusted EBITDAR1 was $25.2 million for Q2 2022, compared to $51.5 million in Q2 2021.

Operationally, the Company ran a controllable completion factor of 96.8% for American and 96.7% for United during Q2 2022. This is compared to a controllable completion factor of 99.8% for American and 100.0% for United during Q2 2021. This excludes cancellations due to weather and air traffic control. As Covid-related cancellations declined, our controllable completion factors for both American and United were both 99.9% for the month of March.

With respect to a total completion factor that includes all cancellations, Mesa reported a total completion factor of 93.5% for American and 93.7% for United during Q2 2022. This is compared to a total completion factor of 95.0% for American and 94.2% for United during Q2 2021.

1 See Reconciliation of non-GAAP financial measures

Liquidity and Capital Resources:

Mesa ended the quarter at $75.9 million in unrestricted cash and equivalents. As of March 31, 2022, the Company had $652.0 million in total debt secured primarily with aircraft and engines.

Fleet:

For the three months ended March 31, 2022, 47% of the Company’s total revenue was derived from our contracts with United, 46% from American, 1% from DHL, and 6% from leases of aircraft to a third party.

Below is our current and future fleet plan by partner and fleet type for FY22:

Fleet Plan (FY22)

Q1

(Dec '21)

Q2

(Mar '22)

Q3

(Jun '22)

Q4

(Sep '22)

Actual

Actual

Forecast

Forecast

E-175 - UA

80

80

80

80

CRJ-900 - AA

40

40

40

40

737-400F - DHL

2

3

3

3

Sub-total

122

123

123

123

CRJ-700 Leased

17

18

20

20

CRJ-700 to be Leased to Third Party

3

2

-

-

CRJs Spares/Parked

25

13

13

13

CRJs Held for Sale

-

12

12

12

Total Fleet

167

168

168

168

Mesa Air Group will host a conference call with analysts on May 9th at 4:30 pm EDT. The conference call number is 888-469-2054 (Passcode: Phoenix (7463649). The conference call can also be accessed live via the web by visiting https://investor.mesa-air.com.

A recorded version will be available on Mesa's website approximately two hours after the call for approximately 14 days.

1Reconciliation of non-GAAP financial measures

Although these financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"), certain non-GAAP financial measures may provide investors with useful information regarding the underlying business trends an