Sky Harbour $10 million Yorkville promissory note

Sky Harbour Group Corporation announced that subsidiary Sky Harbour LLC issued a non-convertible, unsecured promissory note to Yorkville for an aggregate principal amount of $10 million.

Rhea-AI Filing Summary

Sky Harbour Group Corporation announced that subsidiary Sky Harbour LLC issued a non-convertible, unsecured promissory note to Yorkville for an aggregate principal amount of $10 million. The note bears 7.75% annual interest, rising to 18% upon default, and matures on June 8, 2027.

Starting July 8, 2026, the borrower must make twelve monthly repayments of $833,333.33 toward the outstanding balance. Sky Harbour Group guarantees the obligations under a separate guaranty. In connection with this financing, the company will issue 40,000 shares of Class A common stock to Yorkville in a registered direct offering, and the proceeds may be used for working capital and general corporate purposes.

Insights

Credit and capital structure analyst

Sky Harbour adds $10 million unsecured debt with equity sweetener on defined amortization schedule.

The financing provides Sky Harbour Group with $10 million via an unsecured, non-convertible promissory note issued by subsidiary Sky Harbour LLC to Yorkville. The 7.75% annual interest rate and June 8, 2027 maturity are typical for private credit, with a significantly higher 18% rate triggered only upon an event of default.

Beginning on July 8, 2026, the borrower must repay $833,333.33 monthly for twelve months, creating a clear amortization profile. The parent company guarantee increases Yorkville’s protection but also extends recourse to Sky Harbour Group. As part of the deal, the company will issue 40,000 Class A shares in a registered direct offering, effectively acting as an equity incentive to the lender.

The proceeds may be used for working capital and general corporate purposes, indicating general liquidity and operating support rather than a specifically earmarked project. Future financial statements and disclosures will show how this added debt service and the small equity issuance affect leverage, interest expense, and cash generation over the term to June 8, 2027.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

FAQ

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

What financing did Sky Harbour Group (SKYH) enter into on January 27, 2026?

Sky Harbour Group’s subsidiary issued a non-convertible, unsecured promissory note to Yorkville with a principal amount of $10 million. The note provides new debt financing the company may use for working capital and general corporate purposes.

What are the key terms of Sky Harbour Group’s $10 million Yorkville promissory note?

The note carries 7.75% annual interest, rising to 18% on default, and matures on June 8, 2027. Starting July 8, 2026, the borrower must make twelve monthly payments of $833,333.33 toward the outstanding balance.

Is Sky Harbour Group (SKYH) guaranteeing the Yorkville promissory note?

Yes. Although Sky Harbour LLC is the borrower, Sky Harbour Group Corporation guarantees the obligations under a separate guaranty agreement with Yorkville. This extends repayment responsibility to the parent company if the subsidiary cannot meet its commitments.

What equity is Sky Harbour Group issuing in connection with the Yorkville note?

In connection with the $10 million promissory note, Sky Harbour Group agreed to issue 40,000 shares of its Class A common stock to Yorkville. This issuance occurs through a registered direct offering as part of the overall financing package.

How will Sky Harbour Group (SKYH) use the proceeds from the Yorkville financing?

The company states that proceeds from the $10 million Yorkville promissory note may be used for working capital and general corporate purposes. This gives management flexibility to support operations, liquidity needs, or other routine corporate expenditures.

When do repayments on Sky Harbour’s Yorkville promissory note begin and how are they structured?

Repayments begin on July 8, 2026. From that date, and on the same day of each of the following twelve months, the borrower must pay $833,333.33 each month, gradually reducing the note’s outstanding balance until maturity.

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

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Accepted by SEC EDGAR 01/27/2026 - 04:33 PM EST 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) January 27, 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.

On January 27, 2026, 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 $10 million (the “January 2026 Yorkville Promissory Note”). The issue price for the January 2026 Yorkville Promissory Note was 100% of the aggregate principal amount thereof.

The January 2026 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 January 2026 Yorkville Promissory Note in an amount equal to $833,333.33. The obligations of the Borrower under the January 2026 Yorkville Promissory Note are guaranteed by the Company pursuant to a separate guaranty agreement between the Company and Yorkville. In connection with and pursuant to the January 2026 Yorkville Promissory Note, the Company agreed to issue 40,000 shares of the Company’s Class A common stock, par value $0.0001 per share, to Yorkville in a registered direct offering. The January 2026 Yorkville Promissory Note contains customary representations and warranties by the Borrower and the Company and customary events of default. The proceeds of the January 2026 Yorkville Promissory Note may be used for working capital and general corporate purposes.

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: January 27, 2026

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