Sky Harbour raises $40M in direct stock sale

Q: What did Sky Harbour Group (SKYH) announce in its August 2026 8-K?

Sky Harbour Group reported a registered direct offering of 4,000,000 Class A shares at $10.00 per share, raising $40.0 million in gross proceeds. The company plans to use the net proceeds for general corporate purposes.

Q: How many shares did Sky Harbour Group (SKYH) sell and at what price?

The company agreed to sell 4,000,000 Class A common shares at a purchase price of $10.00 per share. This transaction generated $40.0 million in aggregate gross proceeds before deducting offering-related expenses.

Q: What secondary transactions involving SKYH stock did Boston Omaha Corporation enter into?

Boston Omaha Corporation agreed to Private Secondary Transactions to sell an aggregate of 360,000 Sky Harbour Class A shares to investors at $10.00 per share. These secondary sales are expected to close on or before August 14, 2026.

Q: Under what registration statement was the SKYH offering conducted?

The shares were offered under a Form S-3 shelf registration statement (File No. 333-278275), filed March 27, 2024 and declared effective April 10, 2024. A prospectus supplement filed August 12, 2026, further described the offering terms.

Q: What securities of Sky Harbour (SKYH) are listed on the New York Stock Exchange?

Sky Harbour lists its Class A common stock under the symbol SKYH and its warrants, each exercisable for one share at an $11.50 exercise price, under the symbol SKYH WS on the New York Stock Exchange.

Sky Harbour Group Corporation entered into a Stock Purchase Agreement with certain investors to sell 4,000,000 shares of its Class A common stock in a registered direct offering at $10.00 per share.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Sky Harbour Group Corporation entered into a Stock Purchase Agreement with certain investors to sell 4,000,000 shares of its Class A common stock in a registered direct offering at $10.00 per share. The closing occurred on August 12, 2026, and the company received $40.0 million in aggregate gross proceeds before expenses, which it intends to use for general corporate purposes.

In connection with this offering, the company’s directors, executive officers and certain >5% stockholders agreed to a 90-day lock-up on transfers of common stock and related securities, subject to exceptions. Substantially concurrently, Boston Omaha Corporation agreed to sell an aggregate of 360,000 shares of common stock to investors at $10.00 per share in separate private secondary transactions. The primary offering was made under an effective Form S-3 shelf registration statement, supplemented by a prospectus supplement filed on August 12, 2026.

Filing Explained

The 4,000,000-share primary issuance had closed on 2026-08-12; the separate 360,000-share transfer from Boston Omaha was still pending, with closing expected by 2026-08-14.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares issued in offering: 4,000,000 shares Offering price: $10.00 per share Gross proceeds: $40.0 million +3 more

6 metrics

Shares issued in offering 4,000,000 shares Class A common stock sold in registered direct offering

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

Gross proceeds $40.0 million Aggregate gross proceeds from sale of 4,000,000 shares before expenses

Lock-up period 90 days Duration after closing during which specified holders agreed not to transfer shares

Secondary shares 360,000 shares Aggregate Sky Harbour shares to be sold by Boston Omaha Corporation

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

Key Terms

registered direct offering, shelf registration statement, prospectus supplement, lock-up, +1 more

5 terms

registered direct offering financial

"agreed to sell an aggregate of 4,000,000 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 on Form S-3"

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.

prospectus supplement regulatory

"as supplemented by the prospectus supplement filed with the SEC on August 12, 2026"

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.

lock-up financial

"the Lock-Up Parties will not sell, pledge, or otherwise transfer or dispose of"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Private Secondary Transactions financial

"at a price per share of $10.00 (the “Private Secondary Transactions”)"

Offering Details

shelf · $40.0 million gross proceeds (4,000,000 shares at $10.00 per share)

Offering

Offering Type shelf

Securities Offered Class A common stock

Offering Amount $40.0 million gross proceeds (4,000,000 shares at $10.00 per share)

Use of Proceeds General corporate purposes

FAQ

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

What did Sky Harbour Group (SKYH) announce in its August 2026 8-K?

Sky Harbour Group reported a registered direct offering of 4,000,000 Class A shares at $10.00 per share, raising $40.0 million in gross proceeds. The company plans to use the net proceeds for general corporate purposes.

How many shares did Sky Harbour Group (SKYH) sell and at what price?

The company agreed to sell 4,000,000 Class A common shares at a purchase price of $10.00 per share. This transaction generated $40.0 million in aggregate gross proceeds before deducting offering-related expenses.

What lock-up restrictions were agreed to in the SKYH offering?

Directors, executive officers and certain >5% stockholders agreed to a 90-day lock-up after closing. During this period, they generally may not sell, pledge or transfer common stock or related convertible, exchangeable or exercisable securities, subject to specified exceptions.

What secondary transactions involving SKYH stock did Boston Omaha Corporation enter into?

Boston Omaha Corporation agreed to Private Secondary Transactions to sell an aggregate of 360,000 Sky Harbour Class A shares to investors at $10.00 per share. These secondary sales are expected to close on or before August 14, 2026.

Under what registration statement was the SKYH offering conducted?

The shares were offered under a Form S-3 shelf registration statement (File No. 333-278275), filed March 27, 2024 and declared effective April 10, 2024. A prospectus supplement filed August 12, 2026, further described the offering terms.

What securities of Sky Harbour (SKYH) are listed on the New York Stock Exchange?

Sky Harbour lists its Class A common stock under the symbol SKYH and its warrants, each exercisable for one share at an $11.50 exercise price, under the symbol SKYH WS on the New York Stock Exchange.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 08/12/2026 - 04:16 PM EDT

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 10, 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.

On August 10, 2026, Sky Harbour Group Corporation, a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement with certain investors (the “Investors”), pursuant to which the Company agreed to sell an aggregate of 4,000,000 shares (the “Shares”) of its Class A common stock, $0.0001 par value per share (the “Common Stock”), to the Investors in a registered direct offering at a purchase price of $10.00 per share. The closing of the offering occurred on August 12, 2026. The Company received aggregate gross proceeds of $40.0 million from the offering, before deducting offering-related expenses. The Company intends to use the net proceeds for general corporate purposes.

In connection with the registered direct offering, the Company and its directors and executive officers and certain holders of more than 5.0% of its outstanding stock (the “Lock-Up Parties”) and the Investors have agreed that for a period of 90 days following the closing date, subject to certain exceptions, the Lock-Up Parties will not sell, pledge, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock.

Substantially concurrently with the registered direct offering, Boston Omaha Corporation, a Delaware corporation (“BOC”), entered into certain Secondary Stock Purchase Agreements with certain investors, pursuant to which the investors agreed to purchase an aggregate of 360,000 shares of Common Stock from BOC at a price per share of $10.00 (the “Private Secondary Transactions”). The closings of the Private Secondary Transactions are expected to occur on or prior to August 14, 2026.

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 12, 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 12, 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