Sky Harbour (SKYH) CEO Tal Keinan reports large equity grants, tax withholding

Rhea-AI Filing Summary

Sky Harbour Group Corp Chief Executive Officer Tal Keinan reported new equity awards and a prior tax-related share withholding. On February 18, 2026, he was granted 358,744 non-qualified stock options at an exercise price of $0.0000 and 225,989 shares of Class A Common Stock as a grant or award acquisition.

Footnotes state these awards were granted under the 2022 Incentive Award Plan, with stock options and restricted stock units vesting in installments if he remains in service through each vesting date. A separate May 17, 2025 entry shows a tax-withholding disposition of 6,445 Class A shares tied to vesting of 12,500 RSUs, with the withheld shares used to satisfy tax liabilities.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keinan Tal

(Last) (First) (Middle)

C/O SKY HARBOUR GROUP CORPORATION

136 TOWER ROAD, HANGAR M, SUITE 205

(Street)

WHITE PLAINS NY 10604

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sky Harbour Group Corp [ SKYH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/18/2026		A		225,989(1)	A	$0	276,291	D
Class A Common Stock	05/17/2025		F		6,445	D	$9.92(4)	269,846(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	$11.07							02/18/2031(3)	02/18/2035	Class A Common Stock	222,541		222,541	D
Non-Qualified Stock Option (Right to Buy)	$8.85	02/18/2026		A		358,744		02/18/2032(3)	02/18/2036	Class A Common Stock	358,744	$0	358,744	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted under the Sky Harbour Group Corporation 2022 Incentive Award Plan. Each RSU represents the contingent right to receive, in accordance with the terms of the applicable RSU agreement, one share of Class A Common Stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU agreement, provided the reporting person remains in service through the applicable vesting date.

2. Reported amount includes 40,863 shares of Class A Common Stock and 228,983 RSUs.

3. Represents stock options granted under the Sky Harbour Group Corporation 2022 Incentive Award Plan. The stock options vest in installments in accordance with the terms of the applicable stock option agreement, provided the reporting person remains in service through the applicable vesting date.

4. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of an aggregate of 12,500 RSUs, which occurred monthly from May 17, 2025 to December 31, 2025. The value of the vested shares and the shares withheld to satisfy U.S. Federal and state income taxes is calculated based on the weighted-average closing price on the vesting date or next preceding trading date in the case that the vesting date is a non-trading date.

	/s/ Gerald Adler, Attorney-in-fact	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What did Sky Harbour (SKYH) CEO Tal Keinan report in this Form 4?

Tal Keinan reported new equity awards and a prior tax-related share withholding. He received stock options and Class A Common Stock grants, plus a small share disposition to cover taxes linked to restricted stock unit vesting under the 2022 Incentive Award Plan.

How many Sky Harbour stock options were granted to the CEO in this filing?

The CEO was granted 358,744 non-qualified stock options on February 18, 2026. These options were issued under the 2022 Incentive Award Plan and vest in installments, contingent on his continued service through each applicable vesting date described in the stock option agreement.

How many shares of Sky Harbour Class A Common Stock were granted to Tal Keinan?

Tal Keinan was granted 225,989 shares of Class A Common Stock on February 18, 2026. Footnotes explain these equity awards, including related restricted stock units, vest over time if he remains in service, aligning part of his compensation with long-term company performance.

What is the nature of the May 17, 2025 Sky Harbour share disposition?

The May 17, 2025 transaction is a tax-withholding disposition of 6,445 shares. Shares were withheld to pay Tal Keinan’s tax liabilities arising from vesting of 12,500 RSUs, using weighted-average closing prices on the vesting or preceding trading dates, according to the footnote.

Are the Sky Harbour CEO’s new equity awards tied to continued service?

Yes. Footnotes state both restricted stock units and stock options vest in installments only if Tal Keinan remains in service through each vesting date. This structure links his potential equity gains to ongoing tenure and performance milestones under the 2022 Incentive Award Plan.

Does this Sky Harbour Form 4 show open-market buying or selling by the CEO?

The Form 4 shows grant or award acquisitions and a tax-withholding disposition, not open-market trades. Equity was granted at zero price, and the only reported disposition involves shares withheld to satisfy tax obligations related to restricted stock unit vesting, rather than discretionary selling.