Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38626 MESA AIR GROUP , INC . ( Exact name of registrant as specified in its charter ) ☑ ப ☐ NEVADA ( State or other jurisdiction of incorporation or organization ) 410 NORTH 44TH STREET , SUITE 700 PHOENIX , ARIZONA 85008 ( Address of principal executive offices ) ( 602 ) 685-4000 85-0302351 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code Securities registered pursuant to Section 12 ( b ) of the Act : Title of Each Class Common Stock , no par value 85008 ( Zip Code ) Trading Symbol ( s ) . Name of Each Exchange of Which Registered Nasdaq Global Select Market MESA Securities registered pursuant to section 12 ( g ) of the Act : None ☑ 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 during the 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 requirements for 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 of Regulation 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 an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☐ Accelerated filer Smaller reporting company Emerging growth company X ☐ 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 . < 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 control over 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 its audit report . □ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes ☐ No ☑ As of March 31 , 2021 , 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 $ 480,167,165 . As of September 30 , 2021 , the registrant had 35,958,759 shares of common stock , no par value per share , issued and outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement relating to its 2022 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10 - K where indicated . The Registrant's definitive proxy statement for its 2022 annual meeting of shareholders will be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant's fiscal year to which this report relates .