Sky Harbour CAO receives stock and option awards

Sky Harbour Group Corp reported that Chief Accounting Officer Michael Weber Schmitt received equity awards as part of his compensation.

Rhea-AI Filing Summary

Sky Harbour Group Corp reported that Chief Accounting Officer Michael Weber Schmitt received equity awards as part of his compensation. On February 18, 2026, he was granted 62,780 non-qualified stock options and 33,898 shares of Class A common stock in the form of restricted stock units under the 2022 Incentive Award Plan, all at a reported price of $0.00 per share and subject to vesting conditions tied to continued service. The filing also shows a prior disposition of 3,011 Class A shares on May 17, 2025, representing shares withheld to cover tax obligations arising from RSU vesting rather than an open-market sale.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Schmitt Michael Weber

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (Right to Buy)	62,780	$0.00	$0.00
Grant/Award	Class A Common Stock	33,898	$0.00	$0.00
holding	Non-Qualified Stock Option (Right to Buy)	--	--	--
holding	Non-Qualified Stock Option (Right to Buy)	--	--	--
Exercise Price or Tax Liability	Class A Common Stock	3,011	$10.12	$30K

Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 128,592 contracts for 65,812 underlying shares (Direct); Class A Common Stock — 86,452 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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.
3. F3. Represents 25,033 shares of Class A Common Stock and 58,408 RSUs.
4. F4. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of an aggregate of 8,341 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.

FAQ

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

What did Sky Harbour (SKYH) disclose about Michael Weber Schmitt’s recent equity awards?

Sky Harbour disclosed that Chief Accounting Officer Michael Weber Schmitt received equity awards on February 18, 2026. He was granted 62,780 non-qualified stock options and 33,898 Class A common shares as restricted stock units under the 2022 Incentive Award Plan, subject to service-based vesting.

How many Sky Harbour stock options were granted to the CAO in this Form 4?

The Form 4 reports that Michael Weber Schmitt received 62,780 non-qualified stock options on February 18, 2026. These options were granted under Sky Harbour’s 2022 Incentive Award Plan and vest in installments according to the related stock option agreement, contingent on his continued service.

How many Sky Harbour Class A shares or RSUs did the CAO receive?

The filing shows a grant of 33,898 shares of Class A common stock in the form of restricted stock units. Each RSU represents the right to receive one Class A share upon vesting, subject to the terms of the applicable RSU agreement and continued service requirements.

What is the vesting structure for Michael Weber Schmitt’s Sky Harbour equity awards?

Both the restricted stock units and stock options vest in installments under the 2022 Incentive Award Plan. Vesting occurs according to the terms of the applicable RSU or stock option agreements, provided that Michael Weber Schmitt remains in service with Sky Harbour through each applicable vesting date.

Was there any Sky Harbour stock disposed of to cover Michael Weber Schmitt’s taxes?

Yes. The Form 4 reports a disposition of 3,011 Class A shares on May 17, 2025. According to the footnote, these shares were withheld to satisfy tax liabilities related to the vesting of 8,341 RSUs, rather than being sold in an open-market transaction.

How many Sky Harbour Class A shares does the CAO hold after these transactions?

After the grant of 33,898 Class A shares as restricted stock units on February 18, 2026, Michael Weber Schmitt is shown holding 86,452 Class A common shares directly. This total reflects his position following the reported acquisition and prior tax-withholding disposition.

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

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Accepted by SEC EDGAR 02/20/2026 - 08:13 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Schmitt Michael Weber

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting 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		33,898(1)	A	$0	86,452	D
Class A Common Stock	05/17/2025		F		3,011	D	$10.12(4)	83,441(3)	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)	$11.63							02/15/2030(2)	02/15/2034	Class A Common Stock	29,918		29,918	D
Non-Qualified Stock Option (Right to Buy)	$11.07							02/18/2031(2)	02/18/2035	Class A Common Stock	35,894		35,894	D
Non-Qualified Stock Option (Right to Buy)	$8.85	02/18/2026		A		62,780		02/18/2032	02/18/2036	Class A Common Stock	62,780	$0	62,780	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. 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.

3. Represents 25,033 shares of Class A Common Stock and 58,408 RSUs.

4. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of an aggregate of 8,341 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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