Sky Harbour Group Corp SEC Filings

Sky Harbour Group Corporation is issuing 50,000 shares of Class A common stock in a registered direct offering to YA II PN, Ltd. (Yorkville). The shares are being issued as equity consideration in connection with a $15 million non-convertible, unsecured promissory note to Yorkville, so Sky Harbour will not receive any cash proceeds from this stock issuance and will bear related offering expenses.

The Yorkville Promissory Note accrues interest at 7.75% per year (increasing to 18% upon an event of default), matures on June 8, 2027, and requires twelve monthly repayments of $1,250,000 beginning July 8, 2026. The note is guaranteed by Sky Harbour Group Corporation, and the proceeds may be used for working capital and general corporate purposes. Following this issuance, Class A common stock outstanding will be 33,989,673 shares as of December 11, 2025.

Sky Harbour Group Corporation reported that director Walter Jackson will resign from its Board of Directors, effective December 31, 2025. Jackson, who is 66 and has served on the Board and as Chairman of the Audit Committee since January 2022, is stepping down for reasons not related to any disagreement with the company’s operations, policies, or practices.

To fill the vacancy, the Board has appointed Andrew Jody Gessow, age 68, to serve as a director until the 2026 Annual Meeting of Shareholders and as a member of the Audit Committee, both effective upon Jackson’s resignation. The Board determined that Gessow qualifies as an independent director under SEC and NYSE rules, noted that he has no related-party transactions above $120,000, and will receive standard non‑management director compensation and an indemnification agreement. The Board also named Jordan Moelis, a director and Audit Committee member since June 2024, as the new Chairman of the Audit Committee, effective upon Jackson’s resignation.

Sky Harbour Group Corp (SKYH) reported an insider equity transaction by its Chief Financial Officer on a Form 4. On 11/24/2025, the CFO acquired 4,500 shares of Class A common stock at a price of $8.34 per share. Following this transaction, the officer beneficially owned 521,518 Class A shares, including 184,879 shares of common stock and 336,639 restricted stock units granted under the company’s 2022 Incentive Award Plan. The filing also shows non-qualified stock options to buy 250,000 Class A shares at $11.63 per share, exercisable from 02/15/2030 until 02/15/2034, and 222,541 options at $11.07 per share, exercisable from 02/18/2031 until 02/18/2035.

Sky Harbour Group Corp (SKYH) filed a Form 4 showing its Chief Financial Officer acquiring additional Class A common stock in the open market. On 11/19/2025, the CFO acquired 2,000 shares at $8.65 per share, followed by 9,100 shares at $8.57 on 11/20/2025 and 1,300 shares at $8.45 on 11/21/2025.

After these transactions, the reporting person beneficially owns 517,018 Class A shares, including 180,379 shares of common stock and 336,639 restricted stock units granted under the 2022 Incentive Award Plan, which vest in four equal annual installments starting on the first anniversary of grant. The filing also reports non-qualified stock options covering 250,000 shares at an exercise price of $11.63 expiring in 2034, and 222,541 shares at $11.07 expiring in 2035, all held directly.

Sky Harbour Group Corp. (SKYH) director Ms. Nancoo reported new equity awards and updated ownership. On 11/18/2025, she acquired 1,000 shares of Class A common stock at $8.78 per share, held directly. Following this transaction, she beneficially owns 35,323 Class A-related securities directly, consisting of 1,000 shares and 34,323 restricted stock units granted under the company’s 2022 Incentive Award Plan. These RSUs vest in four equal annual installments starting on the first anniversary of the grant date, subject to continued service. In addition, 568 Class A shares are held indirectly through her spouse, for which she disclaims beneficial ownership except for any pecuniary interest.

Sky Harbour Group Corporation furnished materials announcing its financial results for the three and nine months ended September 30, 2025. The company provided a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) under Item 2.02 of a Form 8-K.

The information was furnished, not filed, and is not subject to Section 18 liability or incorporated by reference unless specifically stated. The filing also includes a customary forward-looking statements caution referencing risk factors in prior SEC filings.

Sky Harbour Group Corporation reported higher activity in its aviation hangar business while continuing to invest in growth. For the quarter ended September 30, 2025, revenue was $7.3 million (rental $5.7 million, fuel $1.6 million), up from $4.1 million a year ago. The company recorded an operating loss of $7.7 million and a net loss attributable to shareholders of $1.9 million (basic EPS $(0.06)), reflecting higher ground lease, compensation, and depreciation as newly built campuses ramp. For the nine months, revenue reached $19.5 million and net income attributable to shareholders was $9.2 million, driven by a $22.3 million unrealized gain from warrant remeasurement.

On the balance sheet as of September 30, 2025, cash was $23.5 million and restricted cash $13.0 million. Total assets were $558.0 million, including constructed assets, net, of $266.0 million, and cost of construction of $42.2 million. Total liabilities were $394.2 million, including bonds payable, net, of $162.8 million and a warrants liability of $23.9 million. The company executed a term loan facility up to $200 million on September 4, 2025 to fund hangar projects; no loans were outstanding as of quarter end. Under its ATM program, Sky Harbour sold 20,472 Class A shares year‑to‑date for $281 thousand.

Sky Harbour Group Corporation subsidiary Sky Harbour Capital II entered a credit agreement providing a term loan facility of up to $200 million, extendable to $300 million with lender approval. Loans will fund construction and operation of airport hangar projects and are secured by project real estate, equity pledges and certain project revenues. The loans mature on September 4, 2030; none are outstanding as of the filing. Interest is set as "80% of the sum of SOFR and 0.10%, plus 200 basis points," with interest optionally capitalizable for the first three years. Borrowers paid an upfront fee equal to 1.50% of $200 million and will pay quarterly commitment fees. When outstanding loans reach $25 million, borrowers must hedge 50% of interest rate risk. Parent, holdco and limited company guarantees apply, and a Non-Recourse Carveout Guaranty can require the company to guarantee obligations in certain specified circumstances.

Sky Harbour Group Corporation filed an 8-K reporting two items: it furnished a press release and an investor presentation announcing financial results for the three and six months ended June 30, 2025, and it disclosed the departure of its Chief Operating Officer, Willard Whitesell. The company says the press release and presentation are furnished as Exhibits 99.1 and 99.2 and are summary information to be read with its SEC filings.

In connection with Mr. Whitesell's departure effective August 8, 2025, the company entered a Separation Agreement providing that all unvested restricted stock units (RSUs) will become fully vested as of the Separation Date and will be delivered in shares on a pro rata monthly basis under the original four-year vesting schedule. The filing states the departure was mutual and not due to any disagreement with the company.