Sky Harbour adds $20M borrowing for OPF Phase II

Sky Harbour Group Corporation disclosed that its subsidiary Sky Harbour Capital II LLC entered into a Second Amendment to its Draw Down Note Purchase and Continuing Covenant Agreement, a term loan facility arranged by JPMorgan Chase Bank.

Rhea-AI Filing Summary

Sky Harbour Group Corporation disclosed that its subsidiary Sky Harbour Capital II LLC entered into a Second Amendment to its Draw Down Note Purchase and Continuing Covenant Agreement, a term loan facility arranged by JPMorgan Chase Bank.

The amendment allows the company to request a borrowing not to exceed $20 million to finance or reimburse construction costs for the second phase of its hangar project at Miami-Opa Locka Executive Airport. On June 29, 2026, SH Capital II requested and borrowed the full $20 million amount, referred to as the OPF Phase II Borrowing.

As a condition, the company must make cash contributions to the borrowers totaling at least $20 million, called the Term Loan Facility Replenishment, and may use proceeds of the Series 2026 Public Finance Authority Revenue Bonds for this purpose. Until the replenishment is complete, the borrowers agreed not to create or permit liens on the company’s San José Mineta International Airport hangar campus or related equity and income. The company and Sky Harbour Holdings II LLC have guaranteed the replenishment obligations, and all arrangements remain conditioned on there being no default under the term loan facility.

Insights

Credit and capital structure analyst

Sky Harbour secures $20M project borrowing with matching equity-like cash contribution requirement.

The amendment permits a $20 million OPF Phase II Borrowing to fund the second phase of construction at Miami-Opa Locka Executive Airport. This is incremental term loan capacity within an existing facility led by JPMorgan, rather than a new financing platform.

A key feature is the Term Loan Facility Replenishment, requiring at least $20 million of cash contributions from the company to the borrowers, with flexibility to use proceeds of the Series 2026 Public Finance Authority revenue bonds. This structure supports lender protections by effectively backfilling the borrowing base.

The covenant restricting liens on the San José Mineta International Airport hangar campus until replenishment is complete protects collateral quality for lenders. Actual balance sheet impact will depend on how quickly the replenishment occurs and how Series 2026 bond proceeds are deployed, which may be clarified in subsequent company filings.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

OPF Phase II Borrowing: $20 million Term Loan Facility Replenishment: $20 million Warrant exercise price: $11.50 per share

3 metrics

OPF Phase II Borrowing $20 million Borrowing permitted and drawn under term loan facility for OPF Phase II Project

Term Loan Facility Replenishment $20 million Minimum aggregate cash contributions required from the company to borrowers

Warrant exercise price $11.50 per share Exercise price for each whole warrant for one Class A common share

Key Terms

Material Definitive Agreement, Draw Down Note Purchase and Continuing Covenant Agreement, Term Loan Facility, borrowing base, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement Second Amendment to Draw Down Note Purchase"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Draw Down Note Purchase and Continuing Covenant Agreement financial

"Second Amendment to Draw Down Note Purchase And Continuing Covenant Agreement (the “Term Loan Facility”)"

Term Loan Facility financial

"The Second Amendment amends the Term Loan Facility to permit the Company to request a borrowing"

A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.

borrowing base financial

"the OPF Phase II Project was not added to the borrowing base of the Term Loan Facility"

A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.

Public Finance Authority Revenue Bonds financial

"cash proceeds of the Public Finance Authority Revenue Bonds (Sky Harbour Capital III LLC Aviation Facilities Project), Series 2026"

off-balance sheet arrangement financial

"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"

An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing action did Sky Harbour Group (SKYH) disclose in this 8-K?

Sky Harbour disclosed a Second Amendment to its term loan facility allowing a new OPF Phase II Borrowing of up to $20 million. The amendment supports funding for the second phase of its construction project at Miami-Opa Locka Executive Airport.

How much did Sky Harbour borrow under the OPF Phase II Borrowing?

On June 29, 2026, Sky Harbour Capital II LLC requested and borrowed $20 million under the OPF Phase II Borrowing. These funds are designated to finance or reimburse construction costs for the second phase of the Miami-Opa Locka Executive Airport project.

What is the Term Loan Facility Replenishment required from Sky Harbour (SKYH)?

The company must make cash contributions totaling at least $20 million to one or more borrowers, called the Term Loan Facility Replenishment. This requirement effectively replaces the cash drawn, helping maintain lender protection within the existing term loan facility.

Can Sky Harbour use bond proceeds to meet the $20 million replenishment?

Yes. The amendment permits Sky Harbour to use cash proceeds from the Public Finance Authority Revenue Bonds, Series 2026, issued by Sky Harbour Capital III LLC. These proceeds can satisfy the $20 million Term Loan Facility Replenishment obligation described in the agreement.

What lien restrictions affect Sky Harbour’s San José Mineta Airport hangar campus?

The borrowers agreed not to create or permit any lien on the San José Mineta International Airport hangar campus, related equity interests, or income until the Term Loan Facility Replenishment is complete. This covenant preserves collateral quality for lenders during the replenishment period.

Who guarantees the Term Loan Facility Replenishment obligations for SKYH?

The replenishment obligations are guaranteed by Sky Harbour Group Corporation and Sky Harbour Holdings II LLC. These guarantees provide additional credit support to lenders under the term loan facility, alongside standard conditions that no default be outstanding.

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

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Accepted by SEC EDGAR 07/06/2026 - 04:50 PM Learn about SEC filing dates

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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) June 29, 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 1.01 Entry into a Material Definitive Agreement

Second Amendment to Draw Down Note Purchase and Continuing Covenant Agreement

On June 29, 2026, Sky Harbour Capital II LLC (“SH Capital II”), an indirect, wholly-owned subsidiary of Sky Harbour Group Corporation (the “Company”), entered into an amendment (the “Second Amendment”) to its Draw Down Note Purchase And Continuing Covenant Agreement (the “Term Loan Facility”), among SH Capital II, the other borrowers party thereto (the “Borrowers”), the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent, sole bookrunner and sole lead arranger (“JPMorgan” or “Administrative Agent”). The Second Amendment amends the Term Loan Facility to permit the Company to request a borrowing not to exceed $20 million under the Term Loan Facility (the “OPF Phase II Borrowing”) for the purpose of financing or reimbursing costs incurred by Sky Harbour Opa Locka Airport LLC (the “OPF Phase II Owner”) in connection with the second phase of its construction project at Miami-Opa Locka Executive Airport (the “OPF Phase II Project”). Under the terms of the Second Amendment, the OPF Phase II Project was not added to the borrowing base of the Term Loan Facility, nor did the OPF Phase II Owner become a Borrower. Subsequently, on June 29, 2026, SH Capital II requested and borrowed the OPF Phase II Borrowing of $20 million.

The Second Amendment requires that the Company make cash contributions to one or more of the Borrowers in an aggregate amount of not less than $20 million (the “Term Loan Facility Replenishment”). The Company is permitted to utilize the cash proceeds of the Public Finance Authority Revenue Bonds (Sky Harbour Capital III LLC Aviation Facilities Project), Series 2026 (the “Series 2026 Bonds”) issued by Sky Harbour Capital III LLC (“SH Capital III”) to fulfill the requirements of the Term Loan Facility Replenishment. Pursuant to the Second Amendment the Borrowers have agreed not to create or permit a lien on the Company's hangar campus at San José Mineta International Airport or its equity interests therein, or income derived therefrom, until the Term Loan Facility Replenishment is complete.

The OPF Phase II Borrowing and the obligations under the Term Loan Facility Replenishment are also subject to the customary condition that there not be any default under the Term Loan Facility.

The Borrowers’ obligations with respect to the Term Loan Facility Replenishment have been guaranteed by the Company and by Sky Harbour Holdings II LLC.

The description of the Second Amendment is qualified in its entirety by reference to exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

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
10.1	Second Amendment to Draw Down Note Purchase and Continuing Covenant Agreement, dated June 29, 2026, by and among Sky Harbour Capital II LLC, the other borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, sole bookrunner and sole lead arranger.
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: July 6, 2026

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

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 56.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.7 KB