Sky Harbour (NYSE: SKYH) arranges $150M Series 2026 tax-exempt bond financing

Rhea-AI Filing Summary

Sky Harbour Group Corporation announced that its subsidiary, Sky Harbour Capital III LLC, entered into an agreement for $150.0 million in financing through the sale of Series 2026 private activity tax-exempt senior bonds via the Public Finance Authority.

The Series 2026 Bonds are unrated, fixed-rate, tax-exempt bonds priced at par to yield 6.00%, with a mandatory tender on January 1, 2031. They are expected to be issued on or about February 12, 2026, subject to customary closing conditions, with further details provided in an accompanying press release.

Insights

Corporate finance and debt capital markets analyst

Sky Harbour arranges $150M tax-exempt bond financing at 6% fixed.

Sky Harbour Group Corporation, through subsidiary Sky Harbour Capital III LLC, has arranged $150.0 million of Series 2026 private activity tax-exempt senior bonds via the Public Finance Authority. The bonds are unrated, fixed-rate, and priced at par to yield 6.00%, providing a defined cost of capital.

The bonds include a mandatory tender on January 1, 2031, which effectively creates a medium-term refinancing or repayment decision point. As tax-exempt private activity bonds, the structure may be tailored to eligible project uses, while the unrated status indicates there is no published credit rating for investors to reference.

The issuance is expected on or about February 12, 2026, subject to customary closing conditions, so actual funding depends on successful closing. Subsequent company disclosures may outline specific uses of the proceeds, associated covenants, and how this debt fits into overall capital structure and future financing plans.

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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 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 7.01. Regulation FD Disclosure.

On January 29, 2026, Sky Harbour Group Corporation (the “Company”) issued a press release (the “Press Release”) announcing that its subsidiary, Sky Harbour Capital III LLC (“SH Capital III”), entered into an agreement for $150.0 million in financing through the sale of Series 2026 private activity tax-exempt senior bonds (the “Series 2026 Bonds”) through municipal conduit issuer, Public Finance Authority (“PFA”).

The bond issuance consists of unrated fixed rate tax-exempt bonds with a mandatory tender on January 1, 2031. The Series 2026 Bonds were priced at par to yield 6.00%.

The Series 2026 Bonds are expected to be issued on or about February 12, 2026, subject to customary closing conditions. A copy of the Press Release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The furnishing of the Press Release is not an admission as to the materiality of any information therein. The information contained in the Press Release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and the Press Release shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.  Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its other filings with the SEC.

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
99.1	Press Release dated January 29, 2026.
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: January 29, 2026

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

FAQ

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

Sky Harbour Group announced a financing agreement for $150.0 million of Series 2026 private activity tax-exempt senior bonds. The bonds will be issued through municipal conduit issuer Public Finance Authority, providing significant long-term capital to support the company’s activities once the transaction closes.

What are the key terms of Sky Harbour (SKYH) Series 2026 Bonds?

The Series 2026 Bonds are unrated fixed rate tax-exempt senior bonds, priced at par to yield 6.00%. They carry a mandatory tender on January 1, 2031, creating a defined date when investors can require the bonds to be repurchased or refinanced.

When are Sky Harbour (SKYH) Series 2026 Bonds expected to be issued?

The Series 2026 Bonds are expected to be issued on or about February 12, 2026, subject to customary closing conditions. This timing means the company anticipates accessing the $150.0 million of tax-exempt financing in early 2026, assuming the transaction successfully closes.

Who is the conduit issuer for Sky Harbour’s (SKYH) Series 2026 Bonds?

The municipal conduit issuer for the Series 2026 Bonds is the Public Finance Authority (PFA). As a conduit issuer, PFA issues the tax-exempt bonds on behalf of Sky Harbour Capital III LLC, while the company remains responsible for repayment obligations associated with the financing.

Is the Sky Harbour (SKYH) Series 2026 bond financing considered tax-exempt?

Yes. The agreement covers private activity tax-exempt senior bonds designated as Series 2026. Tax-exempt status generally means interest on the bonds is exempt from certain taxes for investors, subject to applicable regulations, which can lower the interest cost relative to comparable taxable debt.

Does Sky Harbour (SKYH) provide more details about this bond financing?

Yes. A related press release dated January 29, 2026 is furnished as Exhibit 99.1. The company notes that the press release contains summary information and should be considered together with its other filings and public announcements for a fuller understanding of the financing.