What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 343 added, 227 removed, 928 unchanged (38% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

23,495 51,917

30,999 18,987

Restricted investments

27 unchanged sentences

$ 0.0001 par value;

10,000,000 shares authorized as of March 31, 2025;

10,000,000 shares authorized as of June 30, 2025;

none issued and outstanding

1 unchanged sentence

200,000,000 shares authorized;

33,793,886 and 33,456,227 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

33,835,373 and 33,456,227 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

42,046,356 and 42,046,356 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

42,046,356 and 42,046,356 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

15 unchanged sentences

Three Months Ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Rental revenue

11 unchanged sentences

Interest expense

Unrealized loss on warrants

Unrealized (gain) loss on warrants

Total other (income) expense

Net income (loss)

Net loss attributable to non-controlling interests

Net loss attributable to Sky Harbour Group Corporation shareholders

Loss per share

Net income (loss) attributable to Sky Harbour Group Corporation shareholders

Earnings (loss) per share

Weighted average shares

4 unchanged sentences

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net income (loss)

Unrealized gains on available-for-sale securities

Realized gains on available-for-sale securities reclassified to the consolidated statements of operations

Total comprehensive loss

Total comprehensive income (loss)

See accompanying Notes to Unaudited Consolidated Financial Statements

7 unchanged sentences

Balance at December 31, 2024

33,456,227 $ 3 42,046,356 $ 4 $ 168,634 $ ( 64,592 ) $ 53 104,102 $ 55,716 $ 159,818

Share-based compensation

- - - - 1,193 - - 1,193 45 1,238

Vesting of restricted stock units

201,207 - - - - - - - - -

Shares withheld for payment of employee taxes

( 59,548 ) - - - ( 661 ) - - ( 661 ) - ( 661 )

Payment of equity issuance costs

- - - - ( 65 ) - - ( 65 ) - ( 65 )

Exchange of Sky Incentive Units

196,000 - - - 75 - - 75 ( 75 ) -

Other comprehensive income

- - - - - - ( 53 ) ( 53 ) - ( 53 )

- - - - - ( 6,376 ) - ( 6,376 ) ( 2,750 ) ( 9,126 )

Other comprehensive loss

Balance at March 31, 2025

33,793,886 $ 3 42,046,356 $ 4 $ 169,176 $ ( 70,968 ) $ - $ 98,215 $ 52,936 $ 151,151

Share-based compensation

Vesting of restricted stock units

Shares withheld for payment of employee taxes

Issuance of stock through ATM Facility

Payment of equity issuance costs

Other comprehensive income

Net income (loss)

Balance at June 30, 2025

Accumulated Other

3 unchanged sentences

Balance at December 31, 2023

24,165,523 $ 2 42,046,356 $ 4 $ 88,198 $ ( 19,361 ) $ 312 69,155 $ 63,091 $ 132,246

Share-based compensation

- - - - 987 - - 987 45 1,032

Vesting of restricted stock units

176,166 - - - - - - - -

Shares withheld for payment of employee taxes

( 57,833 ) - - - ( 686 ) - - ( 686 ) - ( 686 )

Exercise of warrants

253,703 - - - 3,332 - - 3,332 - 3,332

Payment of equity issuance costs

- - - - ( 43 ) - - ( 43 ) - ( 43 )

Other comprehensive income

- - - - - - 378 378 - 378

- - - - - ( 18,940 ) - ( 18,940 ) ( 2,259 ) ( 21,199 )

Balance at March 31, 2024

24,537,559 $ 2 42,046,356 $ 4 $ 91,788 $ ( 38,301 ) $ 690 $ 54,183 $ 60,877 $ 115,060

Share-based compensation

Vesting of restricted stock units

Shares withheld for payment of employee taxes

Exercise of warrants

Issuance of stock through ATM Facility

Exchange of Sky Incentive Units

Other comprehensive loss

Net income (loss)

Balance at June 30, 2024

See accompanying Notes to Unaudited Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

4 unchanged sentences

Loss on disposition of assets

Unrealized loss on warrants

Unrealized (gain) loss on warrants

Changes in operating assets and liabilities:

20 unchanged sentences

Net increase (decrease) in cash and restricted cash

Cash and restricted cash, beginning of year

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

2 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

(in thousands, except share data)

3 unchanged sentences

The Company is organized as an umbrella partnership-C corporation, or “Up-C”, structure in which substantially all of the operating assets of the Company are held by Sky and SHG’s only substantive assets are its equity interests in Sky (the “Sky Common Units”).

As of March 31, 2025 , SHG owned approximately 44.6 % of the Sky Common Units and the prior holders of Sky Common Units (the “LLC Interests”) owned approximately 55.4 % of the Sky Common Units and control the Company through their ownership of the Company's Class B Common Stock, $ 0.0001 par value (“Class B Common Stock”).

As of June 30, 2025 , SHG owned approximately 44.6 % of the Sky Common Units and the prior holders of Sky Common Units (the “LLC Interests”) owned approximately 55.4 % of the Sky Common Units and control the Company through their ownership of the Company's Class B Common Stock, $ 0.0001 par value (“Class B Common Stock”).

Basis of Presentation and Summary of Significant Accounting Policies

21 unchanged sentences

The Company expects to continue to invest in such activities and generate operating losses in the near future.

The Company obtained long-term financing through bond and equity offerings to fund its construction, lease, and operational commitments, and believes its liquidity is sufficient to allow continued operations for more than one year after the date these financial statements are issued.

The Company obtained long-term financing through bond and equity offerings and has the ability to utilize the “at the market” offering program to fund its construction, lease, and operational commitments, and believes its liquidity is sufficient to allow continued operations for more than one year after the date these financial statements are issued.

Significant Accounting Policies

34 unchanged sentences

Rental revenue is recognized in accordance with ASC 842 and includes fixed payments of cash rents, which represents revenue each tenant pays in accordance with the terms of its respective lease and is recognized on a straight-line basis over the term of the lease.

Rental revenue and the corresponding rent and other receivables are recorded net of any concessions and uncollectible tenant receivables for all periods presented.

Rental revenue and the corresponding rent and other receivables are recorded net of any concessions and uncollectible tenant receivables, if any, for all periods presented.

The Company evaluates the collectability of tenant receivables for payments required under the lease agreements.

If the Company determines that collectability is not probable, the Company recognizes any difference between revenue amounts recognized to date under ASC 842 and payments that have been collected from the lessee, including any additional rent or lease termination fees, as a current period adjustment to rental revenue.

Variable lease payments consist of tenant reimbursements for common area maintenance, utilities, and operating expenses of the property, and various other fees, including fees associated with the delivery of aircraft fuel, late fees, and lease termination fees.

Variable lease payments are charged based on the terms and conditions included in the respective tenant leases and are recognized in the same period as the expenses are incurred.

For the three months ended March 31, 2025 , rental revenue and fuel revenue includes $ 325 and $ 426 of variable lease payments, respectively.

For the three months ended March 31, 2024 , rental revenue and fuel revenue includes $ 114 and $ 266 of variable lease payments, respectively.

As of March 31, 2025 and December 31, 2024 , the deferred rent receivable included in prepaid expenses and other assets was $ 834 and $ 594 , respectively.

Variable payments consist of tenant reimbursements for common area maintenance, utilities, and operating expenses of the property, and various other fees, including fees associated with the delivery of aircraft fuel, late fees, and lease termination fees.

Variable payments are charged based on the terms and conditions included in the respective tenant leases and are recognized in the same period as the expenses are incurred.

The table below sets forth a summary of variable payments for the three and six months ended June 30, 2025 and 2024 recorded in the captions within our consolidated statement of operations:

Three months ended Six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Variable payments included in rental revenue $ 411 $ 229 $ 736 $ 343

Variable payments included in fuel revenue 616 444 1,145 710

Total variable payments included in revenue $ 1,027 $ 673 $ 1,881 $ 1,053

As of June 30, 2025 and December 31, 2024 , the deferred rent receivable included in accounts receivable, prepaid expenses, and other assets was $ 960 and $ 594 , respectively.

Rent received in advance represents tenant payments received prior to the contractual due date, and is included in accounts payable, accrued expenses, and other liabilities.

Rent received in advance consisted of $ 510 and $ 390 as of March 31, 2025 and December 31, 2024 , respectively.

At certain of the Company's hangar campuses, the Company recognizes revenue from ground-based services, such as the fueling and towing of aircraft.

Rent received in advance consisted of $ 441 and $ 390 as of June 30, 2025 and December 31, 2024 , respectively.

At certain of the Company’s hangar campuses, the Company recognizes revenue from ground-based services, such as the fueling and towing of aircraft under ASC Topic 606, Revenue from Contracts with Customers.

Revenue for the sale of aircraft fuel is recognized at the time customer obtains control of the fuel.

3 unchanged sentences

The Company determines whether to recognize fuel and services revenue on a gross or net basis based on consideration of various factors, including whether the Company has control of the products or services prior to delivery to customers, the Company’s degree of latitude in establishing the sales price, whether the Company carries the associated inventory risk, and which party is the primary obligor within such sales arrangements.

For the three months ended March 31, 2025 and March 31, 2024, the Company did not derive 10% of its revenue from any single tenant.

SHG is classified as a corporation for Federal income tax purposes and is subject to U.S.

For the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024 , the Company did not derive 10% of its revenue from any single tenant.

SHG is classified as a corporation for U.S.

Federal income tax purposes and is subject to U.S.

Federal and state income taxes.

3 unchanged sentences

Federal and certain state income taxes at the entity level, and instead, the tax liabilities with respect to taxable income are passed through to the members, including SHG.

As a result, prior to the Yellowstone Transaction, Sky was not subject to U.S.

As a result, prior to the transactions contemplated by that certain Equity Purchase Agreement, dated as of August 1, 2021, by and among Yellowstone Acquisition Company (“YAC”) and Sky, which we refer to as the Yellowstone Transaction, Sky was not subject to U.S.

Federal and certain state income taxes at the entity level.

3 unchanged sentences

When a valuation allowance is increased or decreased, a corresponding tax expense or benefit is recorded.

The Company recorded income tax expense of $ 0 and the effective tax rate was 0.0 % for the three months ended March 31, 2025 and 2024.

The effective income tax rate for the three months ended March 31, 2025 and 2024 differs from the federal statutory rate of 21 % primarily due to a full valuation allowance against net deferred tax assets as it is more likely than not that the deferred tax assets will not be realized due to the cumulative losses sustained by the Company to date.

The Company recorded income tax expense of $ 0 and the effective tax rate was 0.0 % for the three and six months ended June 30, 2025 and 2024.

The effective income tax rate for the three and six months ended June 30, 2025 and 2024 differs from the federal statutory rate of 21 % primarily due to a full valuation allowance against net deferred tax assets as it is more likely than not that the deferred tax assets will not be realized due to the cumulative losses sustained by the Company to date.

Recently Issued Accounting Pronouncements

Income Taxes (Topic 740 )

In December 2023, the FASB issued ASU No.

5 unchanged sentences

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this updated standard on its disclosures to the consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024 - 03 , Income Statement — Reporting Comprehensive Income:

Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses .

This ASU requires public business entities to disclose in the notes to financial statements specific categories within relevant expense captions presented on the face of the income statement.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied on a prospective basis with retrospective application permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

Investments and Restricted Investments

6 unchanged sentences

The Company does not believe the unrealized losses represent impairments because the unrealized losses are due to general market factors.

The Company has not recognized an allowance for expected credit losses related to its investments or restricted investments as the Company has not identified any unrealized losses attributable to credit factors during the three months ended March 31, 2025 .

The held-to-maturity restricted investments are carried on the consolidated balance sheet at amortized cost.

As of March 31, 2025 , the Company has the ability and intent to hold these restricted investments until maturity, and as a result, the Company would not expect the value of these investments to decline significantly due to a sudden change in market interest rates.

As of June 30, 2025 , the Company has the ability and intent to hold these restricted investments until maturity, and as a result, the Company would not expect the value of these investments to decline significantly due to a sudden change in market interest rates.

The fair value of the Company’s restricted investments is estimated utilizing Level 1 inputs including prices for U.S.

Treasury securities with comparable maturities on active markets.

The following tables set forth summaries of the amortized cost, unrealized gains, unrealized losses, and fair value by investment type as of March 31, 2025 and December 31, 2024 :

March 31, 2025

The following tables set forth summaries of the amortized cost, unrealized gains, unrealized losses, and fair value by investment type as of June 30, 2025 and December 31, 2024 :

June 30, 2025

Amortized Cost

19 unchanged sentences

Total restricted investments $ 13,816 $ 85 $ ( 353 ) $ 13,548

The following table sets forth the maturity profile of the Company's investments and restricted investments as of March 31, 2025 :

The following table sets forth the maturity profile of the Company’s investments and restricted investments as of June 30, 2025 :

Restricted Investments

1 unchanged sentence

Due one year through five years

$ 30,999 $ 11,457

Cost of Construction and Constructed Assets

Constructed assets, net, and cost of construction, consists of the following:

March 31, 2025

June 30, 2025

December 31, 2024

Constructed assets, net of accumulated depreciation:

BNA, CMA, DVT Phase I, OPF Phase I, SGR, and SJC Renovation

ADS Phase I, BNA, CMA, DVT Phase I, OPF Phase I, SGR, and SJC Renovation

$ 218,230 $ 115,151

3 unchanged sentences

Cost of construction:

ADS Phase I, ADS Phase II, APA Phase I, BDL Phase I, OPF Phase II, ORL Phase I, and PWK Phase I

ADS Phase II, APA Phase I, BDL Phase I, OPF Phase II, ORL Phase I, and PWK Phase I

$ 84,102 $ 144,900

Depreciation expense for the three months ended March 31, 2025 and 2024 totaled $ 803 and $ 448 , respectively.

Depreciation expense for the three and six months ended June 30, 2025 totaled $ 1,185 and $ 1,988 , respectively.

Depreciation expense for the three and six months ended June 30, 2024 totaled $ 450 and $ 898 , respectively.

Long-lived Assets and Lease Intangible Assets

Long-lived assets, net, consists of the following:

March 31, 2025

June 30, 2025

December 31, 2024

8 unchanged sentences

$ 19,016 $ 14,732

Depreciation expense for the three months ended March 31, 2025 and 2024 totaled $ 222 and $ 181 , respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled $ 301 and $ 136 for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024, long-lived assets included approximately $ 3,939 and $ 2,380 , respectively, of purchase deposits towards long-lived assets which are not being depreciated as the assets have not been placed into service.

Depreciation expense for the three and six months ended June 30, 2025 totaled $ 272 and $ 495 , respectively.

Depreciation expense for the three and six months ended June 30, 2024 totaled $ 191 and $ 373 , respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled $ 145 and $ 447 for the three and six months ended June 30, 2025 , respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled $ 130 and $ 266 for the three and six months ended June 30, 2024 , respectively.

As of June 30, 2025 and December 31, 2024, long-lived assets included approximately $ 5,520 and $ 2,380 , respectively, of purchase deposits towards long-lived assets which are not being depreciated as the assets have not been placed into service.

Lease intangible assets, net, consists of the following:

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

$ 2,857 $ 3,005

Amortization expense for the three months ended March 31, 2025 and 2024 totaled $ 74 and $ 0 , respectively.

Amortization expense for the three and six months ended June 30, 2025 totaled $ 74 and $ 148 , respectively, of which $ 26 and $ 52 is included within rental revenue within the consolidated statements of operations, respectively.

Supplemental Balance Sheet and Cash Flow Information

1 unchanged sentence

Accounts payable, accrued expenses and other liabilities, consists of the following:

March 31, 2025

June 30, 2025

December 31, 2024

Costs of construction

$ 19,394 $ 14,267

Employee compensation and benefits

2 unchanged sentences

Tenant security deposits

$ 28,397 $ 27,655

Supplemental Cash Flow Information

The following table summarizes non-cash investing and financing activities:

Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

Accrued costs of construction, including capitalized interest

$ 13,469 $ 5,769

Accrued costs of long-lived assets

Proceeds receivable from exercise of warrants

Debt issuance costs and premium amortized to cost of construction

The following table summarizes non-cash activities associated with the Company’s operating leases:

Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

Right-of-use assets obtained in exchange for operating lease liabilities

$ 2,373 $ 46,422

Net increase in right-of-use assets and operating lease liabilities due to lease remeasurement

The following table summarizes interest paid:

Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

Interest paid

$ 3,608 $ 3,664

The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets to the total shown within the consolidated statements of cash flows:

Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

Cash, beginning of year

$ 42,442 $ 60,257

Restricted cash, beginning of year

51,917 12,009

Cash and restricted cash, beginning of year

$ 94,359 $ 72,266

Cash, end of period

$ 51,134 $ 2,556

Restricted cash, end of period

32,516 99,453

Cash and restricted cash, end of period

$ 83,650 $ 102,009

The table below sets forth a summary of operating lease expense for the three months ended March 31, 2025 and 2024 recorded in the captions within our consolidated statement of operations:

The table below sets forth a summary of operating lease expense for the three and six months ended June 30, 2025 and 2024 recorded in the captions within our consolidated statement of operations:

Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024 June 30, 2025 June 30, 2024

Ground lease expenses

11 unchanged sentences

These variable payments were excluded from the calculation of the ROU asset and operating lease liability balances since they are not fixed or in-substance fixed payments.

These variable payments were not material in amount for the three months ended March 31, 2025 and 2024 .

These variable payments were not material in amount for the three and six months ended June 30, 2025 and 2024 .

Some of the leases contain covenants that require the Company to construct the hangar facilities on the leased grounds within a certain period and spend a set minimum dollar amount.

4 unchanged sentences

Certain of the Company’s ground leases contain options to lease additional parcels of land at the Company’s option within a specified period of time.

On January 1, 2025, the Company executed a lease amendment with respect to its ground lease at APA to add an approximately 1 acre parcel of land to the existing lease (the “APA Lease Amendment”).

In January 2025, the Company executed a lease amendment with respect to its ground lease at APA to add an approximately 1 acre parcel of land to the existing lease (the “APA Lease Amendment”).

The land associated with the APA Lease Amendment became immediately available for possession in January 2025 and is co-terminus with the other parcels covered by the Company’s ground lease at APA.

In April 2025, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “HIO Lease”) at Hillsboro Airport (“HIO”) with the Port of Portland.

The HIO Lease covers approximately 13 acres of property at HIO.

The initial term of the HIO Lease will be 35 years from the later of certificate of occupancy or 18 months from the expiration of the diligence period, as defined in the HIO Lease, with lease payments commencing contemporaneously with the term.

The HIO Lease contains an option exercisable by the Company to extend the HIO Lease for an additional 10 years following the expiration of the initial term.

In April 2025, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “SWF Lease”) at New York Stewart International Airport (“SWF”) with the Port Authority of New York and New Jersey.

The SWF Lease covers approximately 16 acres of property at SWF.

The initial term of the SWF Lease will be 30 years, with lease payments commencing on the earlier of hangar occupancy or 36 months from the receipt of certain environmental approvals.

The SWF Lease contains three options exercisable by the Company to extend the SWF Lease for an additional total of 15 years following the expiration of the initial term.

Supplemental consolidated cash flow information related to the Company’s leases was as follows:

Three months ended

Six months ended

Cash paid for amounts included in measurement of lease liabilities:

5 unchanged sentences

Weighted Average Remaining Lease Term (in years)

March 31, 2025

June 30, 2025

December 31, 2024

20 unchanged sentences

4.97 % 4.98 %

The Company’s future minimum lease payments required under leases as of March 31, 2025 were as follows:

Year Ending December 31, Operating Leases

The Company’s future minimum lease payments required under leases as of June 30, 2025 were as follows:

Year Ending December 31,

Operating Leases

Finance Leases

2025 (remainder of year)

2026 7,602 17

Thereafter 490,013 -

Total lease payments

11 unchanged sentences

The leases do not contain any restrictions or covenants to incur additional financial obligations by the lessee.

Tenant leases to which the Company is the lessor require the following non-cancelable future minimum lease payments from tenants as of March 31, 2025 :

Tenant leases to which the Company is the lessor require the following non-cancelable future minimum lease payments from tenants as of June 30, 2025 :

Year Ending December 31,

22 unchanged sentences

In connection with the election to modify the scope of the Series 2021 PABs to include the ADS Project, (i) Addison Hangars LLC (“Sky Harbour Addison”) and OPF Hangars Landlord LLC (“OPF Hangars”) joined as members of the Obligated Group, (ii) Sky Harbour Holdings LLC contributed its membership interest in OPF Hangars to SHC, (iii) SHC pledged its equity interest in each of Sky Harbour Addison and OPF Hangars to the Master Trustee as security for the obligations under the Series 2021 Bonds, (iv) Sky Harbour Addison granted to the Master Trustee a mortgage on its leasehold interest in the real property comprising the ADS Project, (v) OPF Hangars granted the Master Trustee a mortgage on its leasehold interest in the real estate comprising the project located in Opa Locka, Florida, and (vi) Sky Harbour Services LLC, a wholly-owned subsidiary of the Company, has agreed to waive all management fees and development fees during the construction period of the projects associated with the Series 2021 Bonds.

As of March 31, 2025 and December 31, 2024 , the fair value of the Company’s Series 2021 - 1 Bonds was approximately $ 141.8 million and $ 143.8 million, respectively.

As of March 31, 2025 and December 31, 2024 , the fair value of the Company’s bonds is estimated utilizing Level 2 inputs including prices for the bonds on inactive markets.

The following table summarizes the Company’s Bonds payable as of March 31, 2025 and December 31, 2024 :

March 31, 2025

As of June 30, 2025 and December 31, 2024 , the fair value of the Company’s Series 2021 - 1 Bonds was approximately $ 138.8 million and $ 143.8 million, respectively.

As of June 30, 2025 and December 31, 2024 , the fair value of the Company’s bonds is estimated utilizing Level 2 inputs including prices for the bonds on inactive markets.

The following table summarizes the Company’s Bonds payable as of June 30, 2025 and December 31, 2024 :

June 30, 2025

December 31, 2024

11 unchanged sentences

Loans Payable and Finance Leases

The following table summarizes the Company's loans payable and finance lease liabilities as of March 31, 2025 and December 31, 2024 :

March 31, 2025 December 31, 2024

The following table summarizes the Company’s loans payable and finance lease liabilities as of June 30, 2025 and December 31, 2024 :

June 30, 2025 December 31, 2024

Maturity Dates

13 unchanged sentences

Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

$ 1,868 $ 1,922 $ 3,741 $ 3,851

1 unchanged sentence

Total interest incurred

1,917 1,973 3,839 3,953

capitalized interest

1 unchanged sentence

Interest expense

SHG's legal predecessor, Yellowstone Acquisition Company (“YAC”), issued to third -party investors 6,799,439 warrants which entitled the holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share (the “Public Warrants”).

$ 133 $ 187 $ 271 $ 381

SHG’s legal predecessor, YAC, issued to third -party investors 6,799,439 warrants which entitled the holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share (the “Public Warrants”).

In addition, 7,719,779 private placement warrants were sold to BOC Yellowstone LLC (the “Sponsor”).

8 unchanged sentences

As the terms of the Private Warrants are identical to those of the Public Warrants, the Company determined the fair value of its Private Warrants based on the publicly listed trading price of the Public Warrants as of the valuation date and have classified the Private Warrants as Level 2 financial instruments.

No Warrants were exercised during the three months ended March 31, 2025 .

During the three months ended March 31, 2024, 253,703 Warrants were exercised, resulting in approximately $ 2.9 million of proceeds, of which approximately $ 1.4 million was receivable by the Company as of March 31, 2024.

As of March 31, 2025 , 15,798,155 Warrants remain outstanding.

The closing price of the Warrants was $ 3.08 and $ 2.92 per warrant on March 31, 2025 and December 31, 2024 , respectively.

The aggregate fair value of the outstanding Warrants was approximately $ 48.7 million and $ 46.1 million as of March 31, 2025 and December 31, 2024 , respectively.

During the three months ended March 31, 2025 and 2024, the Company recorded an unrealized loss associated with the change in fair value of the Warrants of approximately $ 2.5 million and $ 16.2 million, respectively.

No Warrants were exercised during the three and six months ended June 30, 2025 .

During the six months ended June 30, 2024, 253,703 Warrants were exercised, resulting in approximately $ 2.9 million of proceeds.

As of June 30, 2025 , 15,798,155 Warrants remain outstanding.

The closing price of the Warrants was $ 1.70 and $ 2.92 per warrant on June 30, 2025 and December 31, 2024 , respectively.

The aggregate fair value of the outstanding Warrants was approximately $ 26.8 million and $ 46.1 million as of June 30, 2025 and December 31, 2024 , respectively.

During the three and six months ended June 30, 2025 , the Company recorded unrealized gains associated with the change in fair value of the Warrants of approximately $ 21.8 million and $ 19.3 million, respectively.

During the three and six months ended June 30, 2024, the Company recorded an unrealized gain of approximately $ 8.2 million and an unrealized loss of approximately $ 8.0 million, respectively, associated with the change in fair value of the Warrants.

Common Equity

As of March 31, 2025 , there were 33,793,886 and 42,046,356 shares of Class A Common Stock and Class B Common Stock outstanding, respectively.

As of June 30, 2025 , there were 33,835,373 and 42,046,356 shares of Class A Common Stock and Class B Common Stock outstanding, respectively.

Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law.

3 unchanged sentences

The holders of Class B Common Stock do not have any right to receive dividends other than stock dividends consisting of shares of Class B Common Stock, as applicable, in each case paid proportionally with respect to each outstanding share of Class B Common Stock.

At-the-Market Facility

On March 27, 2024, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B.

Riley Securities, Inc.

Riley”) with respect to an “at the market” offering program (the “ATM Facility”), under which the Company may, from time to time, at its sole discretion, issue and sell through B.

Riley, acting as sales agent, up to $ 100 million of shares of Class A Common Stock.

Pursuant to the ATM Agreement, the Company may sell the shares through B.

Riley by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended.

Riley will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.

The Company will pay B.

Riley a commission of 3.0 % of the gross sales price per share sold under the ATM Agreement, subject to certain reductions.

During the three and six months ended June 30, 2025, the Company sold 20,472 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $ 13.70 .

During the three and six months ended June 30, 2024, the Company sold 7,407 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $ 12.42 .

The Company is not obligated to sell any shares under the ATM Agreement.

The offering of shares pursuant to the ATM Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through B.

Riley, of all of the shares subject to the ATM Agreement and (ii) termination of the ATM Agreement in accordance with its terms.

Non-controlling interests

The LLC Interests’ ownership in Sky is presented as non-controlling interests within the Equity section of the consolidated balance sheet as of March 31, 2025 and represents the Sky Common Units held by holders other than SHG.

The LLC Interests’ ownership in Sky is presented as non-controlling interests within the Equity section of the consolidated balance sheet as of June 30, 2025 and represents the Sky Common Units held by holders other than SHG.

The holders of LLC Interests may exchange Sky Common Units along with an equal number of Class B Common Shares, for Class A Common Shares of the Company.

The LLC Interests do not have the option to redeem their Sky Common Units for cash or a variable number of Class A Common Shares, nor does SHG have the option to settle a redemption in such a manner.

As of March 31, 2025 , the LLC interests owned approximately 55.4 % of the Sky Common Units outstanding.

As of June 30, 2025 , the LLC interests owned approximately 55.4 % of the Sky Common Units outstanding.

Equity Compensation

Restricted Stock Units (“RSUs”)

In February 2025, the Company granted time-based RSUs to certain employees under the Company’s 2022 Incentive Award Plan.

437,930 of time-based awards were granted at a grant date fair value of $ 11.15 , which will vest ratably over a four -year period beginning on the first anniversary of the grant date and ending on February 18, 2029.

During the three months ended March 31, 2025 and 2024, the Company recognized stock compensation expense of approximately $ 1.0 million and $ 0.9 million, respectively, associated with all RSU awards, which is recorded within employee compensation and benefits within the statement of operations.

As of March 31, 2025, there are 1,132,444 unvested RSUs outstanding with a weighted average grant date fair value of $ 9.75 .

The unrecognized compensation costs associated with all unvested RSUs at March 31, 2025 was approximately $ 10.8 million that is expected to be recognized over a weighted-average future period of 3.0 years.

In February 2025 and June 2025, the Company granted time-based RSUs to certain employees under the Company’s 2022 Incentive Award Plan.

437,930 time-based awards were granted at a grant date fair value of $ 11.15 in February 2025 and 60,634 time-based awards were granted at a grant date fair value of $ 9.77 in June 2025.

The February and June 2025 RSU grants will vest ratably over a four -year period beginning on the first anniversary of the grant date and ending on February 18, 2029 and June 19, 2029, respectively.

During the three and six months ended June 30, 2025 , the Company recognized stock compensation expense of approximately $ 1.1 million and $ 2.1 million, respectively, associated with all RSU awards, which is recorded within employee compensation and benefits within the statement of operations.

The Company recognized stock compensation expense associated with RSU awards of approximately $ 0.9 million and $ 1.9 million for the three and six months ended June 30, 2024 , respectively.

As of June 30, 2025, there are 1,096,754 unvested RSUs outstanding with a weighted average grant date fair value of $ 9.88 .

The unrecognized compensation costs associated with all unvested RSUs at June 30, 2025 was approximately $ 10.3 million that is expected to be recognized over a weighted-average future period of 2.8 years.

Non-qualified Stock Options (“NSOs”)

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The options were valued at $ 6.33 using a Black -Scholes pricing model.

During the three months ended March 31, 2025 and 2024, the Company recognized stock compensation expense of approximately $ 0.2 million and $ 0.1 million, respectively, associated with all NSO awards.

The unrecognized compensation costs associated with all unvested NSOs at March 31, 2025 was approximately $ 7.2 million that is expected to be recognized over a weighted-average future period of 8.5 years.

During the three and six months ended June 30, 2025 , the Company recognized stock compensation expense of approximately $ 0.2 million and $ 0.4 million, respectively, associated with all NSO awards.

The Company recognized stock compensation expense associated with NSO awards of approximately $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2024 , respectively.

The unrecognized compensation costs associated with all unvested NSOs at June 30, 2025 was approximately $ 7.6 million that is expected to be recognized over a weighted-average future period of 8.2 years.

Sky Incentive Units

The Company recognized equity-based compensation expense relating to awarded equity units of Sky (the “Sky Incentive Units”) of $ 45 and $ 45 for the three months ended March 31, 2025 and 2024, respectively.

The Company recognized equity-based compensation expense relating to awarded equity units of Sky (the “Sky Incentive Units”) of $ 30 and $ 75 for the three and six months ended June 30, 2025 , respectively, and $ 45 and $ 91 for the three and six months ended June 30, 2024 , respectively.

Expense associated with the Sky Incentive Units is recorded within compensation and benefits within the statement of operations, and as a component of the non-controlling interest in the consolidated statement of changes in stockholders’ equity.

As of March 31, 2025 , there was less than $ 0.1 million of total unrecognized compensation expense that is expected to be recognized over a weighted-average future period of 0.2 years.

As of June 30, 2025 , there was no unrecognized compensation expense associated with the Sky Incentive Units.

Earnings (loss) per Share

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Three Months Ended

March 31, 2025 March 31, 2024

$ ( 9,126 ) $ ( 21,199 )

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net income (loss)

Net loss attributable to non-controlling interests

( 2,750 ) ( 2,259 )

Basic and diluted net loss attributable to Sky Harbour Group Corporation shareholders

( 6,376 ) ( 18,940 )

Basic and diluted weighted average shares of Class A Common Stock outstanding

33,665 24,274

Loss per share of Class A Common Stock – Basic and diluted

$ ( 0.19 ) $ ( 0.78 )

Potentially dilutive shares excluded from the weighted-average shares used to calculate the diluted net loss per common share due to the Company's net loss position were as follows (in thousands):

Basic net income (loss) attributable to Sky Harbour Group Corporation shareholders

Net (loss) attributable to LLC Interests

Diluted net income (loss) attributable to Sky Harbour Group Corporation shareholders

Basic weighted average shares of Class A Common Stock outstanding

Effect of dilutive exchange of Class B Common Stock

Effect of dilutive exchange of Sky Incentive Units

Effect of dilutive restricted stock

Diluted weighted average shares outstanding

Earnings (loss) per share of Class A Common Stock – Basic

Earnings (loss) per share of Class A Common Stock – Diluted

Potentially dilutive shares excluded from the weighted-average shares used to calculate the diluted net earnings (loss) per common share were as follows (in thousands):

Three Months Ended

March 31, 2025 March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Shares subject to unvested restricted stock units

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Shares issuable upon the exercise of Warrants

15,798 15,807

Shares issuable upon the exchange of Class B Common Stock

42,046 42,046

Shares issuable upon the exercise and exchange of Sky Incentive Units

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Amounts reclassified to other (income) expense

( 53 ) ( 53 )

Balance as of March 31, 2025

Balance as of June 30, 2025

Unrealized gain on

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Amounts reclassified to other (income) expense

( 17 ) ( 17 )

Balance as of March 31, 2024

Balance as of June 30, 2024

Segment Information

1 unchanged sentence

This segment derives revenues from customers through the leasing of home-basing aircraft hangars and through services and products ancillary to its leasing activities.

As of March 31, 2025, the Company drives revenue entirely within the United States and manages the business activities on a consolidated basis.

As of June 30, 2025, the Company drives revenue entirely within the United States and manages the business activities on a consolidated basis.

The determination of reportable operating segments is based on the Chief Operating Decision Maker’s (“CODM’s”) use of financial information provided for the purposes of assessing performance and making operating decisions.

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Commitments and Contingencies

In addition to the lease payment commitments discussed in Note

7 — Leases, the ground leases to which the Company is a party contain covenants that require the Company to conduct construction of hangar facilities on the leased grounds within a certain period and in some cases, to spend a minimum dollar amount.

In addition to the lease payment commitments discussed in Note 7 — Leases, the ground leases to which the Company is a party contain covenants that require the Company to conduct construction of hangar facilities on the leased grounds within a certain period and in some cases, to spend a minimum dollar amount.

The DVT Lease requires approximately $ 14.6 million of improvements to be made for the DVT Phase II project within 12 -months after receiving permitting documents, but in no event later than May 2027.

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The TTN Lease requires that the Company make minimum capital improvements of $ 30 million.

The SWF Lease requires that the Company make minimum capital improvements of $ 60 million within 36 months of receiving certain environmental approvals associated with construction.

In the event that the Company does not expend such amount within the prescribed timeline, such difference would become payable to SWF over a 24 -month period.

The Company has contracts for construction of the APA Phase I, DVT Phase I, ADS Phase I, and OPF Phase II projects.

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The Company provided an initial loan commitment of $ 1.0 million and agreed to provide an additional $ 2.0 million of availability under a revolving line of credit to fund the working capital requirements of such company.

The Loan and Security Agreement matures on December 6, 2029, and bears interest at a the standard overnight financing right plus 2 % per annum.

As of March 31, 2025 and December 31, 2024, the Company had loaned a total of $ 1.1 million and $ 1.0 million, respectively, to such company, the balance of which is presented as a component of accounts receivable, prepaid expenses, and other assets within the Company's consolidated balance sheet.

The Loan and Security Agreement matures on December 6, 2029, and bears interest at the standard overnight financing right plus 2 % per annum.

As of June 30, 2025 and December 31, 2024 , the Company had loaned a total of $ 1.1 million and $ 1.0 million, respectively, to such company, the balance of which is presented as a component of accounts receivable, prepaid expenses, and other assets within the Company’s consolidated balance sheet.

Echo Echo Agreement

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Additionally, the Company is responsible for reimbursing its pro rata share of the direct operating costs of the aircraft, exclusive of maintenance and insurance.

For the three and three months ended March 31, 2025 and 2024, the Company recognized $ 149 and $ 69 of expense, respectively, within pursuit and marketing expenses under the terms of these agreements.

The related liability is included in Accounts payable, accrued expenses and other liabilities on the consolidated balance sheet as of March 31, 2025 .

Subsequent Events

In April 2025, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “HIO Lease”) at Hillsboro Airport (“HIO”) with the Port of Portland.

The HIO Lease covers approximately 13 acres of property at HIO.

The HIO Lease contains an option exercisable by the Company to extend the HIO Lease for an additional 10 years following the expiration of the initial term.

The SWF Lease covers approximately 16 acres of property at SWF.

The initial term of the SWF Lease will be 30 years, with lease payments commencing on the earlier of hangar occupancy or 36 months from the receipt of certain environmental approvals.

The SWF Lease contains three options exercisable by the Company to extend the SWF Lease for an additional total of 15 years following the expiration of the initial term.

For the three and six months ended June 30, 2025 , the Company recognized $ 176 and $ 325 of expense, respectively, within pursuit and marketing expenses under the terms of these agreements.

For the three and six months ended June 30, 2024 , the Company recognized $ 18 and $ 87 of expense associated such agreement, respectively.

The related liability is included in Accounts payable, accrued expenses and other liabilities within the consolidated balance sheet as of June 30, 2025 .

Other Relationships

For the three and six months ended June 30, 2025 , the Company recognized $ 9 of expense for consulting services, to a company that employed the Chief Financial Officer until prior to July 1, 2021.

The Company recognized $ 0 of expense during the three and six months ended June 30, 2024 , respectively, associated with the same company.

On June 1, 2025, the Company hired an individual to serve as its head of construction and president of one of its wholly-owned subsidiaries, Ascend Aviation Services (“Ascend”).

Such individual was previously employed by, and continues to hold a financial interest in, a company that provides construction services to the Company (the “General Contractor”).

The General Contractor was previously engaged by the Company to serve as general contractor in connection with its APA Phase I development project.

During three and six months ended June 30, 2025 the Company incurred $ 2.3 million and $ 5.7 million of construction costs associated with the General Contractor at its APA Phase I project.

The General Contractor was also previously engaged by the Company serve as an architectural and engineering consultant in connection with its ADS Phase II development project.

During three and six months ended June 30, 2025 the Company incurred $ 0.1 million of construction costs associated with such services.

All such costs are capitalized and included as a component of cost of construction within the consolidated balance sheet as of June 30, 2025 .

Ascend shares office space, equipment, and various administrative services with the General Contractor.

Costs incurred by the General Contractor are allocated between Ascend and the General Contractor and are charged at cost.

During three and six months ended June 30, 2025 the allocated costs from the General Contractor to Ascend were $ 0 .

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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expectations regarding the Company’s strategies and future financial performance, including the Company’s future business plans or objectives, prospective performance and commercial opportunities and competitors, services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s ability to invest in growth initiatives;

the effects of general economic conditions, including inflation, rising interest rates, and availability of construction materials and labor for our development projects;

the effects of general macroeconomic conditions, including inflation, interest rate volatility, changes in trade policies (including with respect to imposed and proposed tariffs), and a prolonged recession in the national economy;

our limited operating history makes it difficult to predict future revenues and operating results;

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We lease each of our properties under long-term ground leases.

The table below presents certain information with respect to our portfolio of ground leases as of March 31, 2025.

The table below presents certain information with respect to our portfolio of ground leases as of June 30, 2025 .

Location (City, State)

17 unchanged sentences

Village of Wheeling and City of Prospect Heights

Hillsboro Airport

Hillsboro, OR

Port of Portland

Hudson Valley Regional Airport

1 unchanged sentence

County of Duchess

King County International Airport (Boeing Field)

Miami-Opa Locka Executive Airport

5 unchanged sentences

Metropolitan Nashville Airport Authority

New York Stewart International Airport

New Windsor, NY

The Port Authority of New York and New Jersey

Orlando Executive Airport

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Metropolitan Washington Airports Authority

Ground lease expiration years presented include estimates of term commencements based on the achievement of certain milestones and assume the exercise of all lease term extension options exercisable at our sole discretion.

Our portfolio at Camarillo Airport consists of two ground leases which cover 6.2 and 10.9 acres, respectively.

Such leases expire in 2071 and 2073, respectively.

The following tables provide supplemental information regarding each of our home basing hangar campus properties in operation and in development:

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Square Footage

March 31, 2025

June 30, 2025

December 2020

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Existing facility

Total/Weighted Average

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Square Footage (1)

In Construction

Predevelopment

In Construction

Predevelopment

In Development

In Construction

Predevelopment

In Development

Predevelopment

In Development

Predevelopment

In Construction

Predevelopment

In Development

Predevelopment

In Development

Predevelopment

In Development

Predevelopment

In Development

673.4 - 735.1

In June 2025, we updated our estimates of the estimated total construction cost, hangars, and rentable square footage of our properties in development to reflect updates in anticipated site plans, hangar specifications, and the impact of general macroeconomic conditions.

Our projections associated with the commencement and completion of construction, estimated total construction cost, hangars, and rentable square footage of our properties in development are inherently subjective and require judgement to estimate.

1 unchanged sentence

Recent Developments

In March 2025, we entered into a rental agreement at King County International Airport (Boeing Field) with King County, Washington (the “BFI Lease”).

The BFI Lease includes an approximately 92,495 square foot hangar complex and its initial term expires in February 2026.

We intend to pursue the execution of a longer-term lease with King County during the initial term of the BFI Lease.

In April 2025, we entered into the HIO Lease at HIO with the Port of Portland.

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We believe that our estimates of construction costs and timelines are subject to variability based on various factors including, but not limited to, changes in anticipated site plans, hangar mix, hangar specifications, executed guaranteed maximum price construction contracts, and general market conditions.

During 2024, we updated many of our preliminary estimates based on our intention to begin incorporating a larger hangar prototype into our home basing hangar campuses, which is intended to provide an increase in rentable square footage of hangar, office, and lounge space upon completion.

During 2024 and 2025, we updated many of our preliminary estimates based on our intention to begin incorporating a larger hangar prototype into our home basing hangar campuses, which is intended to provide an increase in rentable square footage of hangar, office, and lounge space upon completion.

This larger hangar prototype requires an increase in construction materials and components, and we expect its incorporation into multiple future development projects will ultimately result in cost savings through the realization of economies of scale.

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One of our largest expenses are the payments payable under our ground leases.

For the three months ended March 31, 2025 and 2024, we recognized expense related to ground leases of approximately $2.9 million and $1.2 million, respectively.

For the six months ended June 30, 2025 and 2024, we recognized expense related to ground leases of approximately $6.5 million and $3.5 million, respectively.

We elect to expense rather than capitalize ground lease expense incurred at hangar campus sites under development and will incur expense under GAAP regardless of whether our ground leases defer cash rent payments until completion of construction.

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Results of Operations

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The following table sets forth a summary of our consolidated results of operations for the periods indicated below and the changes between the periods (in thousands).

Three months ended

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

Rental revenue

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Total other (income) expense

Rental revenues for the three months ended March 31, 2025 were approximately $4.4 million, compared to approximately $2.1 million for the three months ended March 31, 2024.

The $2.3 million, or 109%, increase was primarily the result of operations at CMA, which was acquired during the three months ended December 31, 2024, the commencement of operations at SJC during the three months ended June 30, 2024, and the cumulative impact of increased occupancy at our BNA and OPF hangar campuses.

Fuel revenues for the three months ended March 31, 2025 were approximately $1.1 million, compared to approximately $0.3 million for the three months ended March 31, 2024.

Rental revenues for the three months ended June 30, 2025 were approximately $5.2 million, compared to approximately $3.2 million for the three months ended June 30, 2024 .

The $2.0 million, or 65%, increase was primarily the result of operations at CMA, which was acquired during the three months ended December 31, 2024 and the cumulative impact of increased occupancy at our BNA, OPF, and SJC hangar campuses.

Fuel revenues for the three months ended June 30, 2025 were approximately $1.3 million, compared to approximately $0.4 million for the three months ended June 30, 2024 .

The approximately $0.9 million, or 207%, increase was primarily the result of fuel sales at our CMA hangar campus, where our fuel revenues and related expenses are recognized on a gross basis.

Operating Expenses

Campus operating expenses increased approximately $1.1 million, or 142%, from approximately $0.8 million for the three months ended March 31, 2024, to approximately $1.9 million for the three months ended March 31, 2025.

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.6 million, primarily driven by headcount increases in anticipation of the commencement of operations at our DVT, APA, and ADS hangar campuses, the acquisition of a hangar campus at CMA during December 2024, and the commencement of operations at our SJC hangar campus in April 2024.

Campus operating expenses increased approximately $1.2 million, or 122%, from approximately $1.0 million for the three months ended June 30, 2024 , to approximately $2.2 million for the three months ended June 30, 2025 .

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.6 million, primarily driven by headcount increases in anticipation of the commencement of operations at our DVT, APA, and ADS hangar campuses and the acquisition of a hangar campus at CMA during December 2024.

Other campus operating expenses increased approximately $0.6 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at CMA and SJC, where our operations commenced in December 2024 and April 2024, respectively.

Fuel expenses for the three months ended March 31, 2025 were approximately $0.7 million, compared to approximately $0.1 million for the three months ended March 31, 2024.

The approximately $0.6 million, or 906%, increase was primarily the result of the CMA Transaction during the three months ended December 31, 2024, and the related impact of recognizing certain fuel revenue and expenses on a gross basis.

Ground lease expenses increased approximately $1.7 million, or 136%, from approximately $1.2 million for the three months ended March 31, 2024, to approximately $2.9 million for the three months ended March 31, 2025.

The increase in ground lease expense was driven primarily by expense recognized associated with the ground and hangar lease signed at SJC during the three months ended March 31, 2024.

The increase in ground lease expense was also driven by the ground leases signed at ORL during the three months ended March 31, 2024, IAD during the three months ended June 30, 2024, SLC during the three months ended September 30, 2024, and the ground leases assumed as part of the CMA Transaction during the three months ended December 31, 2024.

Depreciation and amortization increased approximately $0.5 million, or 75%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

The increase was primarily driven by our acquisition of a hangar campus at CMA during the three months ended December 31, 2024 .

Fuel expenses for the three months ended June 30, 2025 were approximately $0.9 million, compared to approximately $0.1 million for the three months ended June 30, 2024 .

The approximately $0.8 million, or 1,026%, increase was primarily the result of our acquisition of CMA during the three months ended December 31, 2024, and the related impact of recognizing certain fuel revenue and expenses on a gross basis.

Ground lease expenses increased approximately $1.3 million, or 59%, from approximately $2.3 million for the three months ended June 30, 2024 , to approximately $3.6 million for the three months ended June 30, 2025 .

The increase in ground lease expense was driven by the ground leases signed at SLC during the three months ended September 30, 2024, the ground leases assumed as part of the CMA Transaction during the three months ended December 31, 2024, and the ground leases signed at SWF and HIO during the three months ended June 30, 2025.

Depreciation and amortization increased approximately $0.8 million, or 130%, for the three months ended June 30, 2025 , as compared to the three months ended June 30, 2024 .

The increase was primarily driven by our acquisition of a hangar campus at CMA during the three months ended December 31, 2024 and the commencement of operations at our DVT campus during the three months ended June 30, 2025.

Operating Expenses - Continued

Pursuit and marketing expenses for the three months ended March 31, 2025 were approximately $0.6 million, compared to approximately $0.4 million for the three months ended March 31, 2024.

Pursuit and marketing expenses for the three months ended June 30, 2025 were approximately $0.6 million, compared to approximately $0.4 million for the three months ended June 30, 2024 .

The approximately $0.2 million, or 57%, increase was primarily the result of investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Employee compensation and benefits expenses increased approximately $0.7 million, or 18%, to $4.2 million for the three months ended March 31, 2025, as compared to approximately $3.6 million for the three months ended March 31, 2024.

Employee compensation and benefits expenses increased approximately $0.9 million, or 26%, to $4.3 million for the three months ended June 30, 2025 , as compared to approximately $3.4 million for the three months ended June 30, 2024 .

The increase was primarily driven by an increase in corporate headcount and expense recognized associated with our equity compensation programs.

Headcount and compensation expenses increased approximately $0.7 million, and non-cash equity compensation expense increased approximately $0.2 million.

For the three months ended March 31, 2025 and 2024, other general and administrative expenses were approximately $1.1 million and approximately $1.0 million, respectively.

For the three months ended June 30, 2025 and 2024, other general and administrative expenses were approximately $1.0 million and approximately $0.8 million, respectively.

The approximately $0.2 million increase was primarily driven by slight increases in professional fees and technology costs due to the expansion of the business and headcount, offset by a slight decrease in corporate insurance premiums.

Other (Income) Expense

Other expense decreased from approximately $16.0 million of expense for the three months ended March 31, 2024, to approximately $2.3 million of expense for the three months ended March 31, 2025.

This decrease was primarily due to an approximately $13.7 million difference in the mark-to-market adjustment of the outstanding warrants at March 31, 2025 as compared to March 31, 2024.

Other income increased from approximately $9.1 million of income for the three months ended June 30, 2024 , to approximately $21.9 million of income for the three months ended June 30, 2025 .

This increase was primarily due to an approximately $13.6 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2025 as compared to June 30, 2024 offset by an approximately $0.9 million decrease in other income driven by a reduction in interest income earned from investments in U.S.

Six months ended June 30, 2025 Compared to the Six months ended June 30, 2024

The following table sets forth a summary of our consolidated results of operations for the periods indicated below and the changes between the periods (in thousands).

Six months ended

June 30, 2025

June 30, 2024

Rental revenue

Total revenue

Campus operating expenses

Fuel expenses

Ground lease expenses

Depreciation and amortization

Pursuit and marketing expenses

Employee compensation and benefits

General and administrative expenses

Total expenses

Operating loss

Other (income) expense:

Interest expense

Unrealized loss on warrants

Total other (income) expense

Rental revenues for the six months ended June 30, 2025 were approximately $9.7 million, compared to approximately $5.3 million for the six months ended June 30, 2024 .

The $4.4 million, or 82%, increase was primarily the result of operations at CMA, which was acquired during the three months ended December 31, 2024 and the cumulative impact of increased occupancy at our BNA, OPF, and SJC hangar campuses.

Fuel revenues for the six months ended June 30, 2025 were approximately $2.5 million, compared to approximately $0.7 million for the six months ended June 30, 2024 .

The approximately $1.8 million, or 251%, increase was primarily the result of fuel sales at our CMA hangar campus, where our fuel revenues and related expenses are recognized on a gross basis.

Operating Expenses

Campus operating expenses increased approximately $2.3 million, or 130%, from approximately $1.8 million for the six months ended June 30, 2024 , to approximately $4.1 million for the six months ended June 30, 2025 .

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $1.2 million, primarily driven by headcount increases in anticipation of the commencement of operations at our DVT, APA, and ADS hangar campuses, the acquisition of a hangar campus at CMA during December 2024, and the commencement of operations at our SJC hangar campus in April 2024.

Other campus operating expenses increased approximately $1.1 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at CMA where our operations commenced in December 2024, and start-up expenses associated with our DVT, APA, and ADS hangar campuses .

Fuel expenses for the six months ended June 30, 2025 were approximately $1.7 million, compared to approximately $0.2 million for the six months ended June 30, 2024 .

The approximately $1.5 million, or 969%, increase was primarily the result of our acquisition of CMA during the three months ended December 31, 2024, and the related impact of recognizing certain fuel revenue and expenses on a gross basis.

Ground lease expenses increased approximately $3.0 million, or 86%, from approximately $3.5 million for the six months ended June 30, 2024 , to approximately $6.5 million for the six months ended June 30, 2025 .

The increase in ground lease expense was driven primarily by expense recognized associated with the ground lease signed at IAD during the three months ended June 30, 2024, SLC during the three months ended September 30, 2024, the ground leases assumed as part of the CMA Transaction during the three months ended December 31, 2024, and the ground leases signed at SWF and HIO during the three months ended June 30, 2025.

Depreciation and amortization increased approximately $1.3 million, or 103%, for the six months ended June 30, 2025 , as compared to the six months ended June 30, 2024 .

Operating Expenses - Continued

Pursuit and marketing expenses for the six months ended June 30, 2025 were approximately $1.1 million, compared to approximately $0.7 million for the six months ended June 30, 2024 .

The approximately $0.4 million, or 58%, increase was primarily the result of investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Employee compensation and benefits expenses increased approximately $1.5 million, or 22%, to $8.5 million for the six months ended June 30, 2025 , as compared to approximately $7.0 million for the six months ended June 30, 2024 .

The increase was primarily driven by an increase in corporate headcount and expense recognized associated with our equity compensation programs.

Headcount and compensation expenses increased approximately $1.0 million, and non-cash equity compensation expense increased approximately $0.5 million.

For the six months ended June 30, 2025 and 2024, other general and administrative expenses were approximately $2.0 million and approximately $1.8 million, respectively.

Other (Income) Expense

Other income increased from approximately $6.9 million of expense for the six months ended June 30, 2024 , to approximately $19.6 million of income for the six months ended June 30, 2025 .

This increase was primarily due to an approximately $27.2 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2025 as compared to June 30, 2024 .

Non-GAAP Financial Measures

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Three months ended

March 31, 2025

March 31, 2024

Six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net income (loss)

Add (subtract):

11 unchanged sentences

We believe that we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional private activity bonds and other debt and the issuance of additional equity securities.

We also have the ability to utilize our ATM Facility or otherwise utilize our shelf registration statement on Form S-3 to access the capital markets.

We also have the ability to utilize our ATM Facility (as defined below) or otherwise utilize our shelf registration statement on Form S-3 to access the capital markets.

However, as we have recently become a publicly-traded company, we cannot assure you that we will have access to these sources of capital or that, even if such sources of capital are available, that these sources of capital will be available on favorable terms.

6 unchanged sentences

Our portfolio of investments and restricted investments is composed entirely of U.S.

Treasury securities as of March 31, 2025.

The following table summarizes our cash and cash equivalents, restricted cash, investments, and restricted investments as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

Treasury securities as of June 30, 2025 .

The following table summarizes our cash and cash equivalents, restricted cash, investments, and restricted investments as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

December 31, 2024

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Riley a commission of 3.0% of the gross sales price per share sold under the ATM Agreement, subject to certain reductions.

During the three months ended March 31, 2025, we sold no shares of Class A Common Stock under the ATM Facility.

During the three and six months ended June 30, 2025, we sold 20,472 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $13.70.

During the twelve months ended December 31, 2024, we sold 79,676 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $13.75.

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The PABs are subject to a Continuing Disclosure Agreement whereby SHC is obligated to provide electronic copies of (i) monthly construction reports, (ii) quarterly reports containing quarterly financial information of SHC and (iii) annual reports containing audited consolidated financial statements of SHC to the Municipal Securities Rulemaking Board.

As of March 31, 2025, we were in compliance with all debt covenants.

As of June 30, 2025 , we were in compliance with all debt covenants.

Lease Commitments

The Company’s future minimum lease payments required under leases as of March 31, 2025 were as follows:

The Company’s future minimum lease payments required under leases as of June 30, 2025 were as follows:

Year Ending December 31,

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We do not maintain any off-balance sheet arrangements.

The following table summarizes our sources and uses of cash for the three months ended March 31, 2025 and 2024 (in thousands):

Three months ended

March 31, 2025

March 31, 2024

The following table summarizes our sources and uses of cash for the six months ended June 30, 2025 and 2024 (in thousands):

Six months ended

June 30, 2025

June 30, 2024

Cash and restricted cash at beginning of period

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Operating Activities

Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business.

Cash used in operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business.

Our working capital consists primarily of cash, receivables from tenants, prepaid expenses, accounts payable, accrued compensation, accrued other expenses, and lease liabilities.

The timing of collection of our tenant receivables, and the timing of spending commitments and payments of our accounts payable, accrued expenses, accrued payroll and related benefits, all affect these account balances.

Net cash used in operating activities was approximately $5.0 million for the three months ended March 31, 2025, as compared to cash used in operating activities of approximately $4.4 million for the same period in 2024.

The $0.6 million increase in cash used in operating activities was primarily attributable to an approximately $0.5 million increase in net loss, net of non-cash adjustments and an approximately $0.1 million unfavorable change in working capital.

Net cash used in operating activities was approximately $6.0 million for the six months ended June 30, 2025 , as compared to cash used in operating activities of approximately $5.5 million for the same period in 2024 .

The $0.5 million increase in cash used in operating activities was primarily attributable to an approximately $2.1 million increase in net loss, net of non-cash adjustments and an approximately $1.6 million favorable change in working capital.

The increase in net loss, net of non-cash adjustments was primarily driven by the impact of increases in headcount at both the corporate and hangar campus level, including start-up expenses incurred in anticipation of commencing operations at DVT, APA, and ADS.

The unfavorable change in working capital was primarily driven by the timing of spending commitments and payments of our accounts payable and other accrued expenses.

The favorable change in working capital was primarily driven by the timing of collections of accounts receivable as well as spending commitments and payments of our accounts payable and other accrued expenses.

Investing Activities

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As our business expands, we expect to continue to invest in our current and anticipated future portfolio of hangar campus development projects.

Net cash used in investing activities was approximately $4.5 million for the three months ended March 31, 2025, as compared to cash provided by investing activities of approximately $33.9 million for the same period in 2024.

The decrease of approximately $38.4 million of cash provided by investing activities was driven primarily by a decrease in proceeds received from held-to-maturity investments of approximately $68.0 million and an increase of capital expenditures of approximately $14.3 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

These impacts were offset by an approximately $44.8 million decrease in purchases of available for sale investments.

Net cash used in investing activities was approximately $54.8 million for the six months ended June 30, 2025 , as compared to cash provided by investing activities of approximately $54.5 million for the same period in 2024 .

The decrease of approximately $109.3 million of cash provided by investing activities was driven primarily by a decrease in proceeds received from held-to-maturity investments of approximately $69.1 million, an increase of capital expenditures of approximately $27.0 million, and an approximately $12.4 million increase in purchases of available for sale investments for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 .

Financing Activities

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We expect to raise additional equity capital and issue additional indebtedness as our business grows.

Net cash used in financing activities was approximately $1.2 million for the three months ended March 31, 2025, as compared to net cash provided by financing activities of approximately $0.3 million for the same period in 2024.

The approximately $1.5 million increase in net cash used in financing activities was primarily driven by a decrease of $1.5 million in proceeds received from the exercise of Warrants during the three months ended March 31, 2024.

Net cash used in financing activities was approximately $1.5 million for the six months ended June 30, 2025 , as compared to net cash provided by financing activities of approximately $1.0 million for the same period in 2024 .

The approximately $2.5 million increase in net cash used in financing activities was primarily driven by a decrease of $3.0 million in proceeds received from the exercise of Warrants during the six months ended June 30, 2024.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements