Sky Harbour Group SEC Filings

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.

Sky Harbour Group Corporation reported higher activity in its aviation hangar business while continuing to invest in growth. For the quarter ended September 30, 2025, revenue was $7.3 million (rental $5.7 million, fuel $1.6 million), up from $4.1 million a year ago. The company recorded an operating loss of $7.7 million and a net loss attributable to shareholders of $1.9 million (basic EPS $(0.06)), reflecting higher ground lease, compensation, and depreciation as newly built campuses ramp. For the nine months, revenue reached $19.5 million and net income attributable to shareholders was $9.2 million, driven by a $22.3 million unrealized gain from warrant remeasurement.

On the balance sheet as of September 30, 2025, cash was $23.5 million and restricted cash $13.0 million. Total assets were $558.0 million, including constructed assets, net, of $266.0 million, and cost of construction of $42.2 million. Total liabilities were $394.2 million, including bonds payable, net, of $162.8 million and a warrants liability of $23.9 million. The company executed a term loan facility up to $200 million on September 4, 2025 to fund hangar projects; no loans were outstanding as of quarter end. Under its ATM program, Sky Harbour sold 20,472 Class A shares year‑to‑date for $281 thousand.

Sky Harbour Group Corporation subsidiary Sky Harbour Capital II entered a credit agreement providing a term loan facility of up to $200 million, extendable to $300 million with lender approval. Loans will fund construction and operation of airport hangar projects and are secured by project real estate, equity pledges and certain project revenues. The loans mature on September 4, 2030; none are outstanding as of the filing. Interest is set as "80% of the sum of SOFR and 0.10%, plus 200 basis points," with interest optionally capitalizable for the first three years. Borrowers paid an upfront fee equal to 1.50% of $200 million and will pay quarterly commitment fees. When outstanding loans reach $25 million, borrowers must hedge 50% of interest rate risk. Parent, holdco and limited company guarantees apply, and a Non-Recourse Carveout Guaranty can require the company to guarantee obligations in certain specified circumstances.

Sky Harbour Group Corporation filed an 8-K reporting two items: it furnished a press release and an investor presentation announcing financial results for the three and six months ended June 30, 2025, and it disclosed the departure of its Chief Operating Officer, Willard Whitesell. The company says the press release and presentation are furnished as Exhibits 99.1 and 99.2 and are summary information to be read with its SEC filings.

In connection with Mr. Whitesell's departure effective August 8, 2025, the company entered a Separation Agreement providing that all unvested restricted stock units (RSUs) will become fully vested as of the Separation Date and will be delivered in shares on a pro rata monthly basis under the original four-year vesting schedule. The filing states the departure was mutual and not due to any disagreement with the company.

Sky Harbour Group Corporation reported notable revenue growth in the quarter: $6.59 million for the three months ended June 30, 2025 versus $3.62 million a year earlier, and $12.18 million for the six months ended June 30, 2025 versus $6.02 million in 2024, driven by higher rental and fuel revenue. Despite rising revenues, operating losses persist: an operating loss of $7.53 million for the quarter and $14.35 million year-to-date, reflecting development costs, campus operating and personnel expenses.

Net income of $14.36 million for the quarter largely reflects a $21.80 million unrealized gain on warrant fair-value remeasurement rather than operating profitability. Balance sheet highlights include $568.1 million of total assets, $167.0 million total equity, $162.7 million of net bonds payable, and $175.4 million of operating lease liabilities. Cash and restricted cash totaled $32.11 million at June 30, 2025 after a $62.25 million decrease driven by construction and investment activity. Portfolio occupancy across operating campuses was 68.9% with 892,318 rentable square feet in operation.

Sky Harbour Group Corporation (NYSE American: SKYH) convened its 2025 Annual Meeting on 19 June 2025. Shareholders voted on two routine governance items:

• Election of Directors: All seven nominees—Tal Keinan, Walter Jackson, Alethia Nancoo, Alex B. Rozek, Lysa Leiponis, Nick Wellmon and Jordan Moelis—were re-elected to serve until the 2026 meeting. Support ranged from roughly 97.7 % to 99.9 % of votes cast, with broker non-votes totaling 4.14 million shares.
• Auditor Ratification: EisnerAmper LLP was ratified as independent registered public accounting firm for FY 2025 with 64.89 million “For” votes (≈99.99 %), only 5,115 “Against,” and 2,881 abstentions.

No additional business, financial results or strategic actions were disclosed. The filing confirms continuity in board composition and external audit oversight, signalling governance stability but does not introduce material financial impacts.