Sky Harbour Group SEC Filings

Sky Harbour Group Corporation is offering up to $100,000,000 of Class A common stock through an at-the-market equity program under an amended and restated sales agreement with B. Riley Securities and Yorkville Securities as sales agents. As of this supplement, it has sold 110,148 shares for approximately $1.4 million, leaving about $98.6 million of stock available under the program.

The company currently intends to use any net proceeds for working capital, site acquisition and marketing, capital expenditures, general corporate purposes, and potential repayment of a $15.0 million unsecured Yorkville promissory note bearing 7.75% annual interest and maturing on June 8, 2027. The filing highlights risks including management’s broad discretion over proceeds, potential dilution from future share issuances, share price pressure from additional sales, and differing purchase prices for investors buying at different times. Yorkville’s role as both a sales agent affiliate and lender creates a disclosed conflict of interest addressed under FINRA Rule 5121.

Sky Harbour Group Corporation updated its at-the-market stock offering program. The company entered into an Amended and Restated At Market Issuance Sales Agreement with B. Riley Securities, Inc. and added Yorkville Securities, LLC as an additional sales agent. Under this amended agreement, Sky Harbour may offer and sell shares of its Class A common stock with an aggregate offering price of up to $100.0 million. As of the date of the amended agreement, ATM Shares having an aggregate gross sales price of approximately $98.6 million remain available for issuance. All other material terms and conditions of the prior sales agreement remain unchanged.

Sky Harbour Group Corporation reported that its subsidiary Sky Harbour LLC issued a non-convertible, unsecured promissory note to Yorkville for $15 million at an annual interest rate of 7.75%, rising to 18% upon an event of default, with maturity on June 8, 2027. Starting July 8, 2026, the borrower must make 12 monthly payments of $1,250,000, and the parent company has guaranteed the obligations.

In connection with this financing, the company issued 50,000 registered shares of its Class A common stock to Yorkville in a registered direct offering under its existing Form S-3 shelf registration statement and related prospectus supplement. The filing states that proceeds from the promissory note may be used for working capital and general corporate purposes, indicating the transaction is designed to provide additional funding for ongoing business needs.

Sky Harbour Group Corporation is issuing 50,000 shares of Class A common stock in a registered direct offering to YA II PN, Ltd. (Yorkville). The shares are being issued as equity consideration in connection with a $15 million non-convertible, unsecured promissory note to Yorkville, so Sky Harbour will not receive any cash proceeds from this stock issuance and will bear related offering expenses.

The Yorkville Promissory Note accrues interest at 7.75% per year (increasing to 18% upon an event of default), matures on June 8, 2027, and requires twelve monthly repayments of $1,250,000 beginning July 8, 2026. The note is guaranteed by Sky Harbour Group Corporation, and the proceeds may be used for working capital and general corporate purposes. Following this issuance, Class A common stock outstanding will be 33,989,673 shares as of December 11, 2025.

Sky Harbour Group Corporation reported that director Walter Jackson will resign from its Board of Directors, effective December 31, 2025. Jackson, who is 66 and has served on the Board and as Chairman of the Audit Committee since January 2022, is stepping down for reasons not related to any disagreement with the company’s operations, policies, or practices.

To fill the vacancy, the Board has appointed Andrew Jody Gessow, age 68, to serve as a director until the 2026 Annual Meeting of Shareholders and as a member of the Audit Committee, both effective upon Jackson’s resignation. The Board determined that Gessow qualifies as an independent director under SEC and NYSE rules, noted that he has no related-party transactions above $120,000, and will receive standard non‑management director compensation and an indemnification agreement. The Board also named Jordan Moelis, a director and Audit Committee member since June 2024, as the new Chairman of the Audit Committee, effective upon Jackson’s resignation.

Sky Harbour Group Corp (SKYH) reported an insider equity transaction by its Chief Financial Officer on a Form 4. On 11/24/2025, the CFO acquired 4,500 shares of Class A common stock at a price of $8.34 per share. Following this transaction, the officer beneficially owned 521,518 Class A shares, including 184,879 shares of common stock and 336,639 restricted stock units granted under the company’s 2022 Incentive Award Plan. The filing also shows non-qualified stock options to buy 250,000 Class A shares at $11.63 per share, exercisable from 02/15/2030 until 02/15/2034, and 222,541 options at $11.07 per share, exercisable from 02/18/2031 until 02/18/2035.

Sky Harbour Group Corp (SKYH) filed a Form 4 showing its Chief Financial Officer acquiring additional Class A common stock in the open market. On 11/19/2025, the CFO acquired 2,000 shares at $8.65 per share, followed by 9,100 shares at $8.57 on 11/20/2025 and 1,300 shares at $8.45 on 11/21/2025.

After these transactions, the reporting person beneficially owns 517,018 Class A shares, including 180,379 shares of common stock and 336,639 restricted stock units granted under the 2022 Incentive Award Plan, which vest in four equal annual installments starting on the first anniversary of grant. The filing also reports non-qualified stock options covering 250,000 shares at an exercise price of $11.63 expiring in 2034, and 222,541 shares at $11.07 expiring in 2035, all held directly.

Sky Harbour Group Corp. (SKYH) director Ms. Nancoo reported new equity awards and updated ownership. On 11/18/2025, she acquired 1,000 shares of Class A common stock at $8.78 per share, held directly. Following this transaction, she beneficially owns 35,323 Class A-related securities directly, consisting of 1,000 shares and 34,323 restricted stock units granted under the company’s 2022 Incentive Award Plan. These RSUs vest in four equal annual installments starting on the first anniversary of the grant date, subject to continued service. In addition, 568 Class A shares are held indirectly through her spouse, for which she disclaims beneficial ownership except for any pecuniary interest.

Sky Harbour Group Corporation furnished materials announcing its financial results for the three and nine months ended September 30, 2025. The company provided a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) under Item 2.02 of a Form 8-K.

The information was furnished, not filed, and is not subject to Section 18 liability or incorporated by reference unless specifically stated. The filing also includes a customary forward-looking statements caution referencing risk factors in prior SEC filings.