Sky Harbour Group (NYSE: SKYH) adds $15M Yorkville note, issues 50,000 shares

Rhea-AI Filing Summary

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.

Insights

Credit and capital structure analyst

Sky Harbour raises $15M via unsecured debt and a 50,000-share issuance tied to Yorkville financing for working capital and general corporate purposes.

Sky Harbour LLC entered into a non-convertible, unsecured promissory note with Yorkville for $15 million, priced at 100% of principal, carrying a 7.75% annual interest rate that increases to 18% on default and maturing on June 8, 2027. The structure includes an amortization schedule beginning on July 8, 2026, with 12 equal monthly repayments of $1,250,000, which creates a clear, front-loaded cash outflow profile once amortization starts.

The parent company has guaranteed the borrower’s obligations, so credit risk for Yorkville ultimately rests on Sky Harbour Group Corporation, not just the subsidiary. In connection with the note, the company issued 50,000 registered Class A shares to Yorkville in a registered direct offering under its existing Form S-3 shelf and related prospectus supplement, adding a modest equity component to the financing. The filing states that proceeds from the promissory note may be used for working capital and general corporate purposes, so the overall impact depends on how effectively this additional liquidity supports operations relative to the ongoing interest and principal payments through June 2027.

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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) December 15, 2025

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.

On December 8, 2025, Sky Harbour LLC (the “Borrower”), 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 $15 million (the “Yorkville Promissory Note”). The issue price for the Yorkville Promissory Note was 100% of the aggregate principal amount thereof.

The Yorkville Promissory Note accrues interest at a rate of 7.75% per annum (or 18% upon the occurrence of an event of default) and matures on June 8, 2027. Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, the Borrower shall repay a portion of the outstanding balance of the Yorkville Promissory Note in an amount equal to $1,250,000. The obligations of the Borrower under the Yorkville Promissory Note are guaranteed by the Company pursuant to a separate guaranty agreement between the Company and Yorkville. The Yorkville Promissory Note contains customary representations and warranties by the Borrower and the Company and customary events of default. The proceeds of the Yorkville Promissory Note may be used for working capital and general corporate purposes.

On December 15, 2025, in connection with and pursuant to the Yorkville Promissory Note, the Company issued 50,000 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 December 15, 2025. 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: December 15, 2025

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

FAQ

What financing did Sky Harbour Group (SKYH) enter into with Yorkville?

Sky Harbour LLC, a subsidiary of Sky Harbour Group Corporation, issued a non-convertible, unsecured promissory note to Yorkville in the aggregate principal amount of $15 million at an issue price of 100% of principal.

What are the key terms of Sky Harbour's $15 million promissory note?

The note carries interest of 7.75% per year, or 18% upon an event of default, and matures on June 8, 2027. Beginning July 8, 2026, Sky Harbour LLC must make 12 monthly repayments of $1,250,000.

Who guarantees the Yorkville promissory note for Sky Harbour (SKYH)?

The obligations of Sky Harbour LLC under the promissory note are guaranteed by Sky Harbour Group Corporation pursuant to a separate guaranty agreement with Yorkville.

Why did Sky Harbour issue 50,000 shares of Class A common stock to Yorkville?

On December 15, 2025, in connection with and pursuant to the Yorkville promissory note, Sky Harbour Group Corporation issued 50,000 registered shares of its Class A common stock to Yorkville in a registered direct offering.

Under what registration statement were the 50,000 Sky Harbour (SKYH) shares issued?

The 50,000 Class A shares were issued under Sky Harbour's Form S-3 shelf registration statement (File No. 333-278275) and the accompanying base prospectus, as supplemented by a prospectus supplement filed on December 15, 2025.

How does Sky Harbour plan to use the proceeds of the Yorkville promissory note?

The filing states that proceeds of the $15 million promissory note may be used for working capital and general corporate purposes, supporting the company’s ongoing business needs.