Mesa Air Group Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedSeptember 30,2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from______________ to ___________.Commission file number001-38626 MESA AIR GROUP, INC. (Exact name of registrant as specified in its charter) NEVADA(State or other jurisdiction of incorporation or organization)410 NORTH 44TH STREET,SUITE 700PHOENIX,ARIZONA85008(Address of principal executive offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filerSmaller reporting companyEmerging 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant's executive officers during the relevant recovery period pursuant to §240.10-D-1(b).☐ As of March 31, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value the voting and non-voting stock held by non-affiliates of the registrant was approximately $36,231,551. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement relating to its 2025 annual meeting of shareholders are incorporated by reference into Part III of thisAnnual Report on Form 10-K where indicated. The Registrant’s definitive proxy statement for its 2025 annual meeting of shareholders will be filed with theSecurities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year to which this report relates. MESA AIR GROUP, INC.ANNUAL REPORT ON FORM 10-KFor the Fiscal Year Ended September 30, 2024 TABLE OF CONTENTS PART IItem 1.Business4Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments38Item 1C.Cybersecurity38Item 2.Properties40Item 3.Legal Proceedings41Item 4.Mine Safety Disclosures41PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities42Item 6.[Reserved]43Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations44Item 7A.Quantitative and Qualitative Disclosures About Market Risk69Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure113Item 9A.Controls and Procedures113Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115PART IIIItem 10.Directors, Executive Officers and Corporate Governance116Item 11.Executive Compensation116Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters116Item 13.Certain Relationships and Related Transactions, and Director Independence116Item 14.Principal Accountant Fees and Services116PART IVItem 15.E