Single-buyer stock deal gives Sky Harbour (NASDAQ: SKYH) fresh cash

Q: What capital raise did SKYH announce in this Form 8-K?

Sky Harbour Group Corporation completed a registered direct offering of 1,000,000 shares of its Class A common stock at $10.00 per share to M-COR Capital LLC, providing $10.0 million in gross proceeds before offering-related expenses.

Q: What was the offering price and total gross proceeds for SKYH’s new shares?

The shares were sold at an offering price of $10.00 per share, and Sky Harbour Group Corporation received aggregate gross proceeds of $10.0 million from the transaction, before deducting offering-related expenses.

Q: How does SKYH intend to use the proceeds from this offering?

Sky Harbour Group Corporation intends to use the net proceeds from the $10.0 million registered direct offering for general corporate purposes, according to the disclosure.

Q: Who was the investor in SKYH’s August 26, 2026 registered direct offering?

The investor in the transaction was M-COR Capital LLC, which agreed to purchase 1,000,000 shares of Sky Harbour Group Corporation’s Class A common stock at $10.00 per share in the registered direct offering.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sky Harbour Group Corporation (SKYH) completed a registered direct equity offering to a single investor, M-COR Capital LLC. The company sold 1,000,000 shares of its Class A common stock at $10.00 per share, with the closing occurring on August 26, 2026. Sky Harbour received $10.0 million in aggregate gross proceeds before expenses and plans to use the net proceeds for general corporate purposes. The shares were issued off an effective Form S-3 shelf registration statement and related base prospectus, as supplemented by a prospectus supplement filed the same day.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares sold: 1,000,000 shares of Class A common stock Offering price: $10.00 per share Gross proceeds: $10.0 million +4 more

7 metrics

Shares sold 1,000,000 shares of Class A common stock Sold to M-COR Capital LLC in a registered direct offering

Offering price $10.00 per share Purchase price for the registered direct offering of Class A common stock

Gross proceeds $10.0 million Aggregate gross proceeds from the offering before expenses

Form S-3 file number File No. 333-278275 Shelf registration statement used for the offering

S-3 filing date March 27, 2024 Date the shelf registration statement on Form S-3 was filed

S-3 effectiveness date April 10, 2024 Date the Form S-3 shelf registration statement was declared effective

Offering closing date August 26, 2026 Date the registered direct offering closed

Key Terms

registered direct offering, shelf registration statement, base prospectus, prospectus supplement

4 terms

registered direct offering financial

"agreed to sell 1,000,000 shares ... in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"The Shares are being offered and sold pursuant to a shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

base prospectus regulatory

"and the accompanying base prospectus included therein"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

prospectus supplement regulatory

"as supplemented by the prospectus supplement filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds General corporate purposes

FAQ

What capital raise did SKYH announce in this Form 8-K?

Sky Harbour Group Corporation completed a registered direct offering of 1,000,000 shares of its Class A common stock at $10.00 per share to M-COR Capital LLC, providing $10.0 million in gross proceeds before offering-related expenses.

What was the offering price and total gross proceeds for SKYH’s new shares?

The shares were sold at an offering price of $10.00 per share, and Sky Harbour Group Corporation received aggregate gross proceeds of $10.0 million from the transaction, before deducting offering-related expenses.

How does SKYH intend to use the proceeds from this offering?

Sky Harbour Group Corporation intends to use the net proceeds from the $10.0 million registered direct offering for general corporate purposes, according to the disclosure.

Under which registration statement were the new SKYH shares issued?

The shares were issued under Sky Harbour Group Corporation’s Form S-3 shelf registration statement (File No. 333-278275), filed on March 27, 2024 and declared effective on April 10, 2024, using the accompanying base prospectus and an August 26, 2026 prospectus supplement.

Who was the investor in SKYH’s August 26, 2026 registered direct offering?

The investor in the transaction was M-COR Capital LLC, which agreed to purchase 1,000,000 shares of Sky Harbour Group Corporation’s Class A common stock at $10.00 per share in the registered direct offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/26/2026 - 04:07 PM Accepted by SEC EDGAR 08/26/2026 - 04:05 PM

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) August 26, 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 August 21, 2026, Sky Harbour Group Corporation, a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with M-COR Capital LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Company agreed to sell 1,000,000 shares (the “Shares”) of its Class A common stock, $0.0001 par value per share, to the Investor in a registered direct offering at a purchase price of $10.00 per share. The closing of the offering occurred on August 26, 2026. The Company received aggregate gross proceeds of $10.0 million from the offering, before deducting offering-related expenses. The Company intends to use the net proceeds for general corporate purposes.

The 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 August 26, 2026. A copy of the opinion of Morrison & Foerster LLP with respect to the validity of the Shares 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: August 26, 2026

SKY HARBOUR GROUP CORPORATION

By:	/s/ Tal Keinan
Name:	Tal Keinan
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents