Yorkville gets Sky Harbour (NYSE: SKYH) shares tied to $10M note

Rhea-AI Filing Summary

Sky Harbour Group Corporation issued 40,000 shares of its Class A common stock in a registered direct offering to Yorkville, tied to a previously issued non-convertible, unsecured promissory note with a principal amount of $10 million.

The shares were issued under an effective Form S-3 shelf registration statement and related prospectus, with a prospectus supplement filed on February 3, 2026. A legal opinion from Morrison & Foerster LLP on the validity of the shares was filed as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 3, 2026

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-39648		85-2732947
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

136 Tower Road, Suite 205 Westchester County Airport White Plains, NY		10604
(Address of principal executive offices)		(Zip Code)

(212) 554-5990

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		SKYH		The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		SKYH WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 8.01. Other Events.

As previously disclosed, on January 27, 2026, Sky Harbour LLC, a subsidiary of Sky Harbour Group Corporation (the “Company”), issued a non-convertible, unsecured promissory note to YA II PN, Ltd., a Cayman Islands exempt limited company, or its registered assigns (“Yorkville”), in the aggregate principal amount of $10 million (the “January 2026 Yorkville Promissory Note”). 

On February 3, 2026, in connection with and pursuant to the January 2026 Yorkville Promissory Note, the Company issued 40,000 shares (the “Registered Shares”) of the Company’s Class A common stock, par value $0.0001 per share, to Yorkville in a registered direct offering. The Registered Shares are being offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-278275), filed with the Securities and Exchange Commission (“SEC”) on March 27, 2024, and declared effective by the SEC on April 10, 2024, and the accompanying base prospectus included therein, as supplemented by the prospectus supplement filed with the SEC on February 3, 2026. A copy of the opinion of Morrison & Foerster LLP with respect to the validity of the shares in the offering is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Exhibit Title
5.1	Opinion of Morrison & Foerster LLP.
23.1	Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 3, 2026

	SKY HARBOUR GROUP CORPORATION
	By:	/s/ Tal Keinan
	Name:	Tal Keinan
	Title:	Chief Executive Officer

FAQ

What did Sky Harbour Group (SKYH) announce in this 8-K filing?

Sky Harbour Group disclosed issuing 40,000 Class A shares in a registered direct offering to Yorkville. The issuance is connected to a previously issued $10 million non-convertible, unsecured promissory note and uses an existing Form S-3 shelf registration and prospectus supplement.

How many Sky Harbour (SKYH) shares were issued to Yorkville and what type are they?

Sky Harbour issued 40,000 shares of Class A common stock to Yorkville. The shares have a par value of $0.0001 per share and were delivered in a registered direct offering under an effective Form S-3 shelf registration statement and related prospectus documents.

What is the size of the Yorkville promissory note mentioned by Sky Harbour (SKYH)?

The Yorkville promissory note has a principal amount of $10 million. It is a non-convertible, unsecured promissory note issued by Sky Harbour LLC, a subsidiary of Sky Harbour Group Corporation, and the 40,000 registered shares were issued in connection with this note.

Under which SEC registration did Sky Harbour (SKYH) issue the 40,000 shares?

The 40,000 shares were issued under a Form S-3 shelf registration, file number 333-278275. This registration statement became effective after SEC review and is used together with a base prospectus and a prospectus supplement filed on February 3, 2026.

Who received the new Sky Harbour (SKYH) shares issued in the registered direct offering?

The 40,000 Class A shares were issued to YA II PN, Ltd. (Yorkville), a Cayman Islands exempt limited company or its registered assigns. The issuance is part of the arrangements related to the $10 million non-convertible, unsecured promissory note previously disclosed.

Which law firm provided the legality opinion for Sky Harbour’s (SKYH) new shares?

Morrison & Foerster LLP provided the legal opinion on the validity of the shares issued in the offering. The opinion is filed as Exhibit 5.1, with a related consent included as Exhibit 23.1 in the same filing for regulatory compliance purposes.