| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Sky Harbour Group Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1601 DODGE STREET, OMAHA,
NEBRASKA
, 68102. |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D (this "Amendment No. 3") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on February 4, 2022, as amended and supplemented by (i) Amendment No. 1 to Schedule 13D, filed with the SEC on May 21, 2024, (ii) Amendment No. 2 to Schedule 13D, filed with the SEC on May 31, 2024, (iii) Amendment No. 3 to Schedule 13D, filed with the SEC on February 14, 2025, and (iv) Amendment No. 4 to Schedule 13D, filed with the SEC on April 28, 2025 (as so amended and supplemented, the "Schedule 13D"). As further described in Item 4, this Amendment No. 5 is being filed in connection with the sale of shares of Class A Stock by the Reporting Person. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed by Boston Omaha Corporation, a Delaware corporation (the "Reporting Person"), and includes 2,673,831 shares of Class A Stock held by its indirect, wholly-owned subsidiary United Casualty and Surety Insurance Company. All investment and voting decisions for the Class A Stock held by the Reporting Person are made by the Reporting Person based on the consent of its investment committee, comprised of Mr. Adam K. Peterson and Mr. Joshua P. Weisenburger, each of whom expressly disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of the Reporting Person. Current information concerning the identity and background of the directors and officers of the Reporting Person is set forth in Exhibit 2.1 attached hereto, which is incorporated by reference to this Item 2. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby supplemented as follows:
From April 25, 2025 through April 6, 2026, the Reporting Person sold an aggregate of 534,124 shares of Class A Stock at price ranging between $9.05 and $11.99 per share, for total gross proceeds of $5,205,072.59, pursuant to an effective registration statement and under Rule 144 under the Securities Act of 1933, as amended. As a consequence, the Reporting Person's beneficial ownership decreased to 19,059,773 shares of Class A Stock (including the 7,719,779 Warrant Shares). The Reporting Person's beneficial ownership represents 45.56% of the outstanding Class A Stock and 22.72% of the combined voting Common Stock, a decrease primarily caused by such sale by the Reporting Person of 331,500 shares of Class A Stock on April 6, 2026 and additional shares sold during the period from April 25, 2025 through May 30, 2025. A schedule of each such sale transaction by the Reporting Person is attached hereto as Exhibit 4.1. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) - (b)
The following sets forth, as of the date of this Amendment No. 5, the aggregate number of shares of Issuer's Class A Stock and percentage of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person, and which the Reporting Person has the sole or shared power to vote or to direct the vote, sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 34,114,924 outstanding shares of Class A Stock of the Issuer, as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026 plus the Warrant Shares.
The following also sets forth the combined voting power of the 19,059,773 shares of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person relative to the Issuer's total outstanding Common Stock, as to which the Reporting Person has the sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 34,114,924 shares of the Issuer's Class A Stock and 42,046,356 shares of the Issuer's Class B Stock issued and outstanding as of as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026, plus the Warrant Shares.
(1) Consists of 11,339,994 shares of Class A Stock and 7,719,779 Warrant Shares held by the Reporting Person.
(2) Calculated based on the shares of Class A Stock, including Warrant Shares, beneficially owned by the Reporting Person relative to the Issuer's 34,114,924 outstanding shares of Class A Stock, as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026, plus the 7,719,779 Warrant Shares.
(3) Calculated based on the shares of Class A Stock, including Warrant Shares, beneficially owned by the Reporting Person relative to the Issuer's 34,114,924 outstanding shares of Class A Stock and 42,046,356 outstanding shares of Class B Stock, as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026, plus the 7,719,779 Warrant Shares. Holders of Class A Stock and Class B Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. |
| (b) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) - (b)
The following sets forth, as of the date of this Amendment No. 5, the aggregate number of shares of Issuer's Class A Stock and percentage of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person, and which the Reporting Person has the sole or shared power to vote or to direct the vote, sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 34,114,924 outstanding shares of Class A Stock of the Issuer, as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026 plus the Warrant Shares.
The following also sets forth the combined voting power of the 19,059,773 shares of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person relative to the Issuer's total outstanding Common Stock, as to which the Reporting Person has the sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 34,114,924 shares of the Issuer's Class A Stock and 42,046,356 shares of the Issuer's Class B Stock issued and outstanding as of as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026, plus the Warrant Shares.
(1) Consists of 11,339,994 shares of Class A Stock and 7,719,779 Warrant Shares held by the Reporting Person.
(2) Calculated based on the shares of Class A Stock, including Warrant Shares, beneficially owned by the Reporting Person relative to the Issuer's 34,114,924 outstanding shares of Class A Stock, as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026, plus the 7,719,779 Warrant Shares.
(3) Calculated based on the shares of Class A Stock, including Warrant Shares, beneficially owned by the Reporting Person relative to the Issuer's 34,114,924 outstanding shares of Class A Stock and 42,046,356 outstanding shares of Class B Stock, as of March 12, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 19, 2026, plus the 7,719,779 Warrant Shares. Holders of Class A Stock and Class B Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. |
| (c) | Except as described elsewhere in this Amendment No. 5, including in Item 4 and Exhibit 4.1 incorporated herein by reference, during the past 60 days, neither the Reporting Person nor, to the knowledge of the Reporting Person, any person named in Item 2 hereof, have effected any transactions with respect to the Issuer's Class A Stock. |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Issuer's Class A Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information in Item 5 of this Amendment No. 5 is incorporated by reference into this Item 6. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 2.1 Schedule of Officers and Directors
Exhibit 4.1 Schedule of Transactions for Item 4 and Item 5(c) of Amendment No. 5. |
