REPUBLIC AIRWAYS HOLDINGS INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the supervision and with the participation of our management, including our Chief Executive Officer “CEO” and Chief Financial Officer “CFO”, we performed an evaluation of our disclosure controls and procedures, which have been designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC rules and forms. Our management, including our CEO and CFO, concluded that, as of September 30, 2023, those controls and procedures were not effective at the reasonable assurance level to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs Management's Annual Report on Internal Control Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 123 Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Under the supervision of and with the participation of management, we assessed the effectiveness of our internal control over financial reporting at September 30, 2023. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of September 30, 2023 due to the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Accordingly, a material weakness increases the risk that the financial information we report contains material errors. If we fail to remediate these material weaknesses, determine that our internal controls over financial reporting are not effective, discover areas that need improvement in the future or discover additional material weaknesses, these shortcomings could have an adverse effect on our business and financial results. As of September 30, 2023, we have identified two material weaknesses in internal controls in the areas of (i) information technology general controls ("ITGCs"); and (ii) debt covenant compliance. The material weakness relating to ITGCs related to ineffective ITGCs in the areas of user access management and program change management – related to our inventory management system, PMI, and our Oracle financial reporting system. We believe that these control deficiencies were a result of (i) insufficient documentation of information technology (“IT”) control processes such that the successful operation of ITGCs was overly dependent upon knowledge and actions of certain qualified individuals for each IT system; (ii) insufficient training of IT personnel on the operation and performance of their control responsibilities; and (iii) inadequate risk-assessment processes to identify and assess IT environment changes and risks that could impact internal control over financial reporting. As a result of this material weakness, manual and automated business process controls dependent on the affected ITGCs were ineffective because the controls had the potential to be adversely impacted. Management performed additional analysis and test procedures as deemed necessary to ensure that our financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the periods presented. The material weakness in our internal controls over the review of debt covenant compliance related to the failure to monitor and review debt compliance covenants. We believe that this control deficiency was a result of (i) inadequate performance of controls surrounding debt covenant compliance and disclosure; (ii) insufficient knowledge of our amended credit agreement; and (iii) insufficient communication with our lender regarding debt covenant compliance and obtaining waivers. This material weakness impacts other transactions that rely on the review of debt covenants including our evaluation of going concern. As a result of this material weakness, there was a factual material misstatement on the consolidated balance sheet and in our going concern disclosure and debt covenant compliance disclosures on Form 10-Q for the period ended June 30, 2023. Notwithstanding these material weaknesses, management has concluded that our audited consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects with U.S. GAAP for each of the periods presented herein. Remediation of Material Weakness in Internal Control over Financial Reporting In order to remediate the material weakness in internal control over financial reporting related to the ineffective operation of ITGCs related to access management and program change management; we are in the process of implementing additional IT monitoring controls and strengthening our process documentation over the access management and program change management domains of ITGCs. 124 In order to remediate the material weakness in internal control over financial reporting related to the review of debt covenant compliance, the Company intends to have additional personnel perform debt covenant calculations and review our disclosure controls and procedures in future periods. To further remediate these material weaknesses, management, including the CEO and CFO, have reaffirmed, and re-emphasized the importance of internal controls, control consciousness and a strong control environment. We also expect to continue to review, optimize and enhance our financial reporting controls and procedures. These material weaknesses will not be considered remediated until the applicable remediated control operates for a sufficient period of time and management has concluded, through testing, that this enhanced control is operating effectively. Changes in Internal Control Over Financial Reporting Except as noted above, there were no changes in the Company’s internal control over financial reporting that occurred during the year ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 125 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Mesa Air Group, Inc. Opinion on the Internal Control Over Financial Reporting We have audited Mesa Air Group, Inc.'s (the Company) internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet as of September 30, 2023, the related consolidated statements of operations and comprehensive loss , stockholders' equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company and our report dated January 26, 2024 expressed an unqualified opinion. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment: Management identified a material weakness relating to ITGCs related to ineffective ITGCs in the areas of user access management and program change management – related to the inventory management system, PMI, and the Oracle financial reporting system. These control deficiencies were a result of (i) insufficient documentation of information technology (“IT”) control processes such that the successful operation of ITGCs was overly dependent upon knowledge and actions of certain qualified individuals for each IT system; (ii) insufficient training of IT personnel on the operation and performance of their control responsibilities; and (iii) inadequate risk-assessment processes to identify and assess IT environment changes and risks that could impact internal control over financial reporting. As a result of this material weakness, manual and automated business process controls dependent on the affected ITGCs were ineffective because the controls had the potential to be adversely impacted. Management also identified a material weakness over the review of debt covenant compliance related to the failure to monitor and review debt compliance covenants. This control deficiency was a result of (i) inadequate performance of controls surrounding debt covenant compliance and disclosure, (ii) insufficient knowledge of the amended credit agreement, and (iii) insufficient communication with the lender regarding debt covenant compliance and obtaining waivers. This material weakness also impacts other transactions relying on the debt covenant calculations, including considerations of going concern. As a result of this material weakness, there was a factual material misstatement on the consolidated balance sheet and in the going concern disclosure and debt covenant compliance disclosures in the 10-Q quarterly report ended June 30, 2023. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 financial statements, and this report does not affect our report dated January 26, 2024 on those financial statements. 126 Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Phoenix, Arizona January 26, 2024 127 ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 128 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement, which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2023. We have a code of conduct and ethics that applies to all employees, including our principal executive officer and principal financial officer, as well as to the members of our Board of Directors. The code is available at investor.mesa-air.com/corporate-governance/governance-overview . We intend to disclose any changes in, or waivers from, this code by posting such information on the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or The Nasdaq Global Select Market. ITEM 11. EXECUTIVE COMPENSATION The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2023. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2023. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2023. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement which we expect to file with the SEC within 120 days after the end of our fiscal year ended September 30, 2023. 129 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements The following financial statements are filed as part of this report: Report of Independent Registered Public Accounting Firm for the years ended September 30, 2023 and 2022 (PCAOB ID: 49 and 42 , respectively). Consolidated Balance Sheets as of September 30, 2023 and 2022 Consolidated Statements of Operations and Comprehensive (loss) income for the years ended September 30, 2023, 2022, and 2021 Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the years ended September 30, September 30, 2023, 2022, and 2021 Notes to Consolidated Financial Statements 2. Financial Statement Schedules All schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or notes to the consolidated financial statements under Part II, Item 8 of this Annual Report on Form 10-K. 3. Exhibits The exhibits listed below are filed as part of this Annual Report. References under the caption "Incorporated by Reference" to exhibits or other filings indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. Management contracts and compensatory plans or arrangements filed as exhibits to this Annual Report are identified by the “#” sign. 130 EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 Second Amended and Restated Articles of Incorporation of the Registrant 8-K August 14, 2018 3.1 3.2 Second Amended and Restated Bylaws of the Registrant 8-K December 10, 2020 3.1 3.3 Amendment to Second Amended and Restated Bylaws of Mesa Air Group, Inc., effective as of January 13, 2023 8-K January 13, 2023 3.2 4.1 Form of Common Stock Certificate S-1/A August 6, 2018 4.1 4.2 Description of Capital Stock X 4.3 Warrant Agreement, dated October 30, 2020, between Mesa Air Group, Inc. and the United States Department of the Treasury 10-K December 14, 2020 4.3 4.4 Form of Warrant (incorporated by reference to Annex B to Exhibit 4.3) 10-K December 14, 2020 4.4 10.1# Mesa Air Group, Inc. 2018 Equity Incentive Plan and related forms of agreement S-8 August 16, 2019 99.1 10.2# Form of Indemnification Agreement between the Registrant and each of its directors and executive officers S-1 July 13, 2018 10.5 10.3# Amended and Restated Employment Agreement between the Registrant and Jonathan G. Ornstein, dated July 26, 2018 S-1/A July 30, 2018 10.7 10.4# Amended and Restated Employment Agreement between the Registrant and Michael J. Lotz, dated July 26, 2018 S-1/A July 30, 2018 10.8 10.5# Amended and Restated Employment Agreement between the Registrant and Brian S. Gillman, dated July 26, 2018 S-1/A July 30, 2018 10.9 10.6# Employment Agreement between the Registrant and Torque Zubeck, dated February 23, 2021 10-K December 10, 2021 10.10 10.7.1†† Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated November 4, 2020 10-K December 14, 2020 10.10.15 10.7.2†† F irst Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated September 22, 2021 10-K December 10, 2021 10.11.4 10.7.3†† Second Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated February 4, 2022 10-Q May 9, 2022 10.1 131 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.7.4†† Third Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated July 11, 2022 10-Q August 8, 2022 10.3 10.7.5†† Fourth Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated August 8, 2022 10-K December 29, 2022 10.7.5 10.7.6†† Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., Mesa Airlines, Inc., and Mesa Air Group, Inc., dated December 27, 2022 10-Q February 9, 2023 10.2 10.8†† Aircraft Purchase Agreement between Mesa Airlines, Inc. and United Airlines, Inc. dated September 27, 2022 10-K December 29, 2022 10.8 10.9.1†† Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated November 19, 2020, effective as of January 1, 2021 10-Q February 9, 2021 10.1.1 10.9.2†† First Amendment to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated November 19, 2020, effective January 1, 2021 10-Q February 9, 2021 10.1.2 10.9.3†† Amendment No. 2 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated April 9, 2021 10-Q August 9, 2021 10.2.1 10.9.4†† Amendment No. 3 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated April 19, 2021 10-Q August 9, 2021 10.2.2 10.9.5†† Amendment No. 4 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 9, 2021 10-Q August 9, 2021 10.2.3 10.9.6†† Amendment No. 5 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated August 9, 2021 10-K December 10, 2021 10.12.6 10.9.7†† Amendment No.7 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated March 31, 2022 10-Q May 9, 2022 10.12.8 132 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.9.8†† Amendment No.8 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 10, 2022 10-Q August 8, 2022 10.12.9 10.9.9†† Amendment No.9 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 20, 2022 10-Q August 8, 2022 10.12.10 10.9.10†† Amendment No.10 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated July 28, 2022 10-K December 29, 2022 10.9.11 Amendment No.11 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated July 28, 2022 10-Q February 9, 2023 10.1 10.10.1 Credit and Guaranty Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other guarantors party thereto from time to time, CIT Bank, N.A. and the other lenders party thereto, dated August 12, 2016 S-1/A July 30, 2018 10.12.1 10.10.2 Amendment No. 1 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated June 5, 2017 S-1/A July 30, 2018 10.12.2 10.10.3 Amendment No. 2 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated June 27, 2017 S-1/A July 30, 2018 10.12.3 10.10.4 Amendment No. 3 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated September 19, 2017 S-1/A July 30, 2018 10.12.4 10.10.5 Amendment No. 4 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated April 27, 2018 S-1/A July 30, 2018 10.12.5 10.10.6†† Second Amended and Restated Credit and Guaranty Agreement, among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, NA, dated as of June 30, 2022 10-Q February 9, 2023 10.6 10.10.7†† Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement, dated December 27, 2022 10-Q February 9, 2023 10.4 133 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.10.8†† Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement, dated January 27, 2023 10-Q February 9, 2023 10.5 10.10.9†† Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement, dated September 6, 2023 X 10.11.1 Mortgage and Security Agreement among Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other grantors referred to therein and CIT Bank, N.A., dated August 12, 2016 S-1/A July 30, 2018 10.13.1 10.13 Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated August 12, 2015 S-1/A July 30, 2018 10.16 10.14.1 Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated January 18, 2016 S-1/A July 30, 2018 10.17.1 10.14.2 Amendment No. 1 to Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated March 30, 2017 S-1/A July 30, 2018 10.17.2 10.14.3 Omnibus Amendment Agreement among the Registrant, Mesa Airlines, Inc. and Export Development Canada, dated April 30, 2018 S-1/A July 30, 2018 10.17.3 10.15 Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated June 27, 2016 S-1/A July 30, 2018 10.18 10.16.1 Office Lease Agreement between the Registrant and DMB Property Ventures Limited Partnership, dated October 16, 1998 DRS May 7, 2018 10.20.1 10.16.2 First Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated March 9, 1999 DRS May 7, 2018 10.20.2 10.16.3 Second Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated November 8, 1999 DRS May 7, 2018 10.20.3 10.16.4 Lease Amendment Three between the Registrant and CMD Realty Investment Fund IV, L.P., dated November 7, 2000 DRS May 7, 2018 10.20.4 10.16.5 Lease Amendment Four between the Registrant and CMD Realty Investment Fund IV, L.P., dated May 15, 2001 DRS May 7, 2018 10.20.5 10.16.6 Lease Amendment Five between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 11, 2002 DRS May 7, 2018 10.20.6 10.16.7 Lease Amendment Six between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 1, 2003 DRS May 7, 2018 10.20.7 134 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.16.8 Amended and Restated Lease Amendment Seven between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 15, 2005 DRS May 7, 2018 10.20.8 10.16.9 Lease Amendment Eight between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 12, 2005 DRS May 7, 2018 10.20.9 10.16.10 Lease Amendment Nine between the Registrant and Transwestern Phoenix Gateway, L.L.C., dated November 4, 2010 DRS May 7, 2018 10.20.10 10.16.11 Lease Amendment Eleven between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated July 31, 2014 DRS May 7, 2018 10.20.11 10.16.12 Lease Amendment Twelve between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated November 20, 2014 DRS May 7, 2018 10.20.12 10.17.1†† Letter Agreement No. 12 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 22, 2019, and effective as of October 9, 2019 10-K December 14, 2020 10.20.1 10.17.2†† Letter Agreement No. 13 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated December 11, 2019, and effective as of December 13, 2019 10-K December 14, 2020 10.20.2 10.17.3†† Letter Agreement No. 13-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 2020 8-K March 31, 2020 10.1 10.17.4†† Letter Agreement No. 12-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 2020 8-K March 31, 2020 10.2 10.17.5†† Amended and Restated Letter Agreement No. 13-2 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 8, 2020 10-K December 14, 2020 10.20.5 10.18.1 Loan and Guarantee Agreement, dated as of October 30, 2020, among Mesa Airlines, Inc., as Borrower, the Guarantors party thereto from time to time, the United States Department of the Treasury, and The Bank of New York Mellon, as Administrative Agent and Collateral Agent 10-K December 14, 2020 10.22.1 10.18.2 Modification and Waiver Agreement, dated December 22, 2022, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasurer, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent 10-Q February 9, 2023 10.3 135 Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 10.19 Fourteenth Amendment to Lease between the Registrant and BOF AZ Phoenix Gateway Center LLC, dated December 15, 2021 10-Q February 9, 2022 10.1 10.20†† Engine Sale and Purchase Agreement, dated December 27, 2022 10-Q February 9, 2023 10.7 21.1 List of subsidiaries of the Registrant X 23.1 Consent of RSM US LLP X 23.2 Consent of Ernst and Young LLP X 31.1 Certification of Principal Executive Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 X 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 Clawback Policy X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * This certification will not be deemed " filed " for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing. 136 ** The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. # Management contract or compensatory plan. †† Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed. ITEM 16. FORM 10-K SUMMARY None. 137 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MESA AIR GROUP, INC. Date: January 26, 2024 By: /s/ Michael J. Lotz Michael J. Lotz Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on January 26, 2024 by the following persons on behalf of the registrant and in the capacities indicated. Signature Title Date /s/Jonathan G. Ornstein Chairman, Chief Executive Officer and Director January 26, 2024 Jonathan G. Ornstein (Principal Executive Officer) /s/Michael J. Lotz Chief Financial Officer January 26, 2024 Michael J. Lotz (Principal Financial Officer and Principal Accounting Officer) /s/Ellen N. Artist Director January 26, 2024 Ellen N. Artist /s/Mitchell Gordon Director January 26, 2024 Mitchell Gordon /s/Dana J. Lockhart Director January 26, 2024 Dana J. Lockhart /s/Harvey W. Schiller Director January 26, 2024 Harvey W. Schiller /s/Spyridon Skiados Director January 26, 2024 Spyridon Skiados Director Jonathan Ireland 138