Material Event Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Aircraft Sale Agreement

On December 31, 2024, Mesa Air Group, Inc. (the "Company") and its wholly owned subsidiary, Mesa Airlines, Inc. ("Mesa Airlines"), entered into an Aircraft Purchase Agreement with United Airlines, Inc. ("United") pursuant to which Mesa Airlines agreed to sell to United eighteen (18) Embraer Model ERJ 175 aircraft owned by Mesa Airlines, together with each aircraft's related airframe, two engines, APUs, data, parts, components and accessories (collectively, the "Aircraft"), subject to the terms and conditions set forth in the Aircraft Purchase Agreement. Gross proceeds from the sale of the Aircraft are expected to be $229.1 million, $142.4 million of which will be used to pay off associated debt. The sale of eight (8) of the 18 Aircraft closed on December 31, 2024, yielding net proceeds to the Company of $35.8 million after giving effect to the payoff of associated debt. The sale of the remaining ten aircraft is expected to close on or prior to January 31, 2025 or such later date as may be mutually agreed to by the parties. The closing of the sale of the remaining Aircraft is subject to closing conditions customary for transactions of this type. Concurrently with closing date with respect to each Aircraft acquired by United, Mesa Airlines and United have entered into, and will enter into with respect to the remaining ten aircraft, lease agreements pursuant to which Mesa Airlines will lease each such Aircraft from United on the terms set forth in the applicable lease agreements.