Sky Harbour (SKYH) CFO awarded new stock and 340,807 options

Rhea-AI Filing Summary

Sky Harbour Group Corp Chief Financial Officer Francisco Gonzalez reported new equity awards and updated holdings. On February 18, 2026, he received 340,807 non‑qualified stock options with an exercise price of $0.0000 per share and 203,390 shares of Class A common stock, both as grants/awards. These awards were granted under the 2022 Incentive Award Plan and vest in installments as long as he remains in service through each vesting date. Following the latest grant, his directly held Class A common stock position is shown as 724,908 shares, and a footnote states this includes 199,559 shares and 510,029 restricted stock units, which each convert into one share upon vesting. The filing also references a prior tax‑withholding disposition of 15,320 shares on May 17, 2023 related to RSU vesting.

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^*

Gonzalez Francisco

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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		203,390(1)	A	$0	724,908	D
Class A Common Stock	05/17/2023		F		15,320	D	$9.58(4)	709,588(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	250,000		250,000	D
Non-Qualified Stock Option (Right to Buy)	$11.07							02/18/2031(2)	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		340,807		02/18/2032(2)	02/18/2036	Class A Common Stock	340,807	$0	340,807	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. Reported amount includes 199,559 shares of Class A Common Stock and 510,029 RSUs.

4. Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of an aggregate of 30,000 RSUs, which occurred monthly from October 14, 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did SKYH CFO Francisco Gonzalez receive in this Form 4?

Francisco Gonzalez received a grant of 340,807 non-qualified stock options and 203,390 shares of Class A common stock. Both awards were issued under the 2022 Incentive Award Plan and carry an exercise or grant price of $0.0000 per share.

How do Francisco Gonzalez’s restricted stock units in SKYH work according to this filing?

Each restricted stock unit (RSU) represents the right to receive one share of Sky Harbour Class A common stock upon vesting. The RSUs vest in installments under the applicable RSU agreement, provided Gonzalez remains in service through each specified vesting date.

What are Francisco Gonzalez’s Class A common stock and RSU holdings after the reported SKYH transactions?

After the reported transactions, Gonzalez’s direct Class A common stock holdings are listed as 724,908 shares. A footnote explains that this reported amount includes 199,559 actual shares of Class A common stock and 510,029 restricted stock units tied to future vesting.

What was the nature of the May 17, 2023 SKYH transaction for Francisco Gonzalez?

The May 17, 2023 transaction was a tax-withholding disposition of 15,320 shares of Class A common stock. Shares were withheld to satisfy Gonzalez’s tax liability from the vesting of RSUs, using a weighted-average closing price of $9.58 per share.

How do the stock options granted to SKYH CFO Francisco Gonzalez vest?

The stock options granted to Gonzalez under the 2022 Incentive Award Plan vest in installments as described in the option agreement. Vesting occurs only if he remains in service with Sky Harbour Group Corp through each applicable vesting date specified in that agreement.

Does the Form 4 indicate any open-market buying or selling by SKYH CFO Francisco Gonzalez?

The Form 4 shows grants/awards of stock and options and a tax-withholding disposition, but no open-market purchases or sales. The disposition reflects shares withheld to cover taxes arising from RSU vesting, rather than a discretionary market trade.