What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-12 · 406 added, 206 removed, 1065 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except share data)

June 30, 2025

September 30, 2025

December 31, 2024

2 unchanged sentences

12,968 51,917

30,999 18,987

Restricted investments

27 unchanged sentences

$ 0.0001 par value;

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

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

none issued and outstanding

1 unchanged sentence

200,000,000 shares authorized;

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

33,897,274 and 33,456,227 shares issued and outstanding as of September 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 June 30, 2025 and December 31, 2024, respectively

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

Additional paid-in capital

15 unchanged sentences

Three Months Ended

Six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Rental revenue

$ 5,709 $ 3,553 $ 15,395 $ 8,865

1,593 544 4,088 1,254

Total revenue

7,302 4,097 19,483 10,119

Campus operating expenses

2,102 1,126 6,212 2,910

Fuel expenses

689 80 2,346 234

Ground lease expenses

3,522 2,475 9,994 5,959

Depreciation and amortization

1,774 646 4,352 1,917

Pursuit and marketing expenses

564 617 1,729 1,343

Employee compensation and benefits

4,961 3,073 13,494 10,080

General and administrative expenses

1,369 944 3,386 2,722

Total expenses

14,981 8,961 41,513 25,165

Operating loss

( 7,679 ) ( 4,864 ) ( 22,030 ) ( 15,046 )

Other (income) expense:

Interest expense

280 177 551 558

Unrealized (gain) loss on warrants

( 3,002 ) 15,961 ( 22,275 ) 23,930

( 304 ) ( 303 ) ( 883 ) ( 1,799 )

Total other (income) expense

( 3,026 ) 15,835 ( 22,607 ) 22,689

Net income (loss)

( 4,653 ) ( 20,699 ) 577 ( 37,735 )

Net loss attributable to non-controlling interests

( 2,775 ) ( 2,145 ) ( 8,622 ) ( 6,003 )

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

$ ( 1,878 ) $ ( 18,554 ) $ 9,199 $ ( 31,732 )

Earnings (loss) per share

$ ( 0.06 ) $ ( 0.74 ) $ 0.27 $ ( 1.29 )

$ ( 0.06 ) $ ( 0.74 ) $ 0.01 $ ( 1.29 )

Weighted average shares

33,881 25,055 33,792 24,689

33,881 25,055 77,763 24,689

See accompanying Notes to Unaudited Consolidated Financial Statements

3 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024 September 30, 2025 September 30, 2024

Net income (loss)

$ ( 4,653 ) $ ( 20,699 ) $ 577 $ ( 37,735 )

Unrealized gains on available-for-sale securities

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

( 70 ) ( 67 ) ( 123 ) ( 774 )

Total comprehensive income (loss)

$ ( 4,723 ) $ ( 20,740 ) $ 524 $ ( 38,006 )

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 loss

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

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

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

- - - - 1,293 - - 1,293 30 1,323

Vesting of restricted stock units

31,190 - - - - - - - - -

Shares withheld for payment of employee taxes

( 10,175 ) - - - ( 116 ) - - ( 116 ) - ( 116 )

Issuance of stock through ATM Facility

20,472 - - - 281 - - 281 - 281

Payment of equity issuance costs

Other comprehensive income

- - - - ( 20 ) - - ( 20 ) - ( 20 )

Other comprehensive loss

- - - - - - 70 70 - 70

Net income (loss)

- - - - - 17,453 - 17,453 ( 3,097 ) 14,356

Balance at June 30, 2025

33,835,373 $ 3 42,046,356 $ 4 $ 170,614 $ ( 53,515 ) $ 70 $ 117,176 $ 49,869 $ 167,045

Share-based compensation

- - - - 1,990 - - 1,990 - 1,990

Vesting of restricted stock units

94,501 - - - - - - - - -

Shares withheld for payment of employee taxes

( 32,600 ) - - - ( 456 ) - - ( 456 ) - ( 456 )

Other comprehensive income

- - - - - - ( 70 ) ( 70 ) - ( 70 )

Net income (loss)

- - - - - ( 1,878 ) - ( 1,878 ) ( 2,775 ) ( 4,653 )

Balance at September 30, 2025

33,897,274 $ 3 42,046,356 $ 4 $ 172,148 $ ( 55,393 ) $ - $ 116,762 $ 47,094 $ 163,856

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

- - - - 1,030 - - 1,030 45 1,075

Vesting of restricted stock units

100,700 - - - - - - - - -

Shares withheld for payment of employee taxes

( 22,090 ) - - - ( 239 ) - ( 239 ) - ( 239 )

Exercise of warrants

3,639 - - - 47 - - 47 - 47

Issuance of stock through ATM Facility

7,407 - - - 90 - 90 90

Exchange of Sky Incentive Units

251,485 - - - 89 - 89 ( 89 ) -

Other comprehensive loss

- - - - - - ( 623 ) ( 623 ) - ( 623 )

Net income (loss)

- - - - - 5,761 - 5,761 ( 1,598 ) 4,163

Balance at June 30, 2024

24,878,700 $ 2 42,046,356 $ 4 $ 92,805 $ ( 32,540 ) $ 67 $ 60,338 $ 59,235 $ 119,573

Share-based compensation

- - - - 860 - - 860 46 906

Vesting of restricted stock units

69,791 - - - - - - - - -

Shares withheld for payment of employee taxes

( 22,163 ) - - - ( 198 ) - - ( 198 ) - ( 198 )

Exchange of Sky Incentive Units

400,000 - - - 166 - - 166 ( 166 ) -

Payment of equity issuance costs

- - - - ( 23 ) - - ( 23 ) - ( 23 )

Other comprehensive income

- - - - - - ( 26 ) ( 26 ) - ( 26 )

- - - - - ( 18,554 ) - ( 18,554 ) ( 2,145 ) ( 20,699 )

Balance at September 30, 2024

25,326,328 $ 2 42,046,356 $ 4 $ 93,610 $ ( 51,094 ) $ 41 $ 42,563 $ 56,970 $ 99,533

See accompanying Notes to Unaudited Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Six months ended

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

Cash flows from operating activities:

Net income (loss)

$ 577 $ ( 37,735 )

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

Depreciation and amortization

Amortization of debt issuance costs

Straight-line rent adjustments, net

( 767 ) ( 42 )

Equity-based compensation

1 unchanged sentence

Realized gain on available for sale investments

Loss on disposition of assets

( 95 ) ( 139 )

Loss (gain) on disposition of assets

Unrealized (gain) loss on warrants

( 22,275 ) 23,930

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable, accrued expenses, and other liabilities

177 ( 1,102 )

Net cash used in operating activities

( 6,900 ) ( 6,635 )

Cash flows from investing activities:

Purchases of long-lived assets

( 7,693 ) ( 1,327 )

Payments for cost of construction

( 58,489 ) ( 54,050 )

Proceeds from disposition of long-lived assets

1 unchanged sentence

Purchases of available for sale investments

( 188,394 ) ( 206,883 )

Proceeds from available for sale investments

207,493 199,153

Proceeds from held-to-maturity investments

Net cash (used in) provided by investing activities

( 44,295 ) 8,367

Cash flows from financing activities:

2 unchanged sentences

Principal payments for loans payable and finance leases

( 1,283 ) ( 1,343 )

Payments for debt issuance costs

Payments for equity issuance costs

( 90 ) ( 415 )

Payments of employee taxes related to vested equity awards

( 1,233 ) ( 1,123 )

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and restricted cash

( 6,691 ) 169

Net (decrease) increase in cash and restricted cash

( 57,886 ) 1,901

Cash and restricted cash, beginning of period

94,359 72,266

Cash and restricted cash, end of period

$ 36,473 $ 74,167

See accompanying Notes to Unaudited Consolidated Financial Statements

1 unchanged sentence

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 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 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”).

As of September 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

63 unchanged sentences

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

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

Three months ended Nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Variable payments included in rental revenue $ 332 $ 273 $ 1,068 $ 616

1 unchanged sentence

Total variable payments included in revenue $ 1,171 $ 817 $ 3,052 $ 1,870

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.

As of September 30, 2025 and December 31, 2024 , the deferred rent receivable included in accounts receivable, prepaid expenses, and other assets was $ 1,261 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 $ 441 and $ 390 as of June 30, 2025 and December 31, 2024 , respectively.

Rent received in advance consisted of $ 807 and $ 390 as of September 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.

4 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 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.

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

SHG is classified as a corporation for U.S.

11 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 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.

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

The effective income tax rate for the three and nine months ended September 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

24 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 and six months ended June 30, 2025 .

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

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.

As of September 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 June 30, 2025 and December 31, 2024 :

June 30, 2025

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

September 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 June 30, 2025 :

The following table sets forth the maturity profile of the Company’s investments and restricted investments as of September 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:

June 30, 2025

September 30, 2025

December 31, 2024

Constructed assets, net of accumulated depreciation:

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

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

$ 274,197 $ 115,151

3 unchanged sentences

Cost of construction:

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

ADS Phase II, BDL Phase I, IAD Phase I, OPF Phase II, ORL Phase I, POU Phase I, PWK Phase I, and SLC Phase I

$ 42,171 $ 144,900

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.

Depreciation expense for the three and nine months ended September 30, 2025 totaled $ 1,405 and $ 3,393 , respectively.

Depreciation expense for the three and nine months ended September 30, 2024 totaled $ 456 and $ 1,354 , respectively.

Long-lived Assets and Lease Intangible Assets

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

June 30, 2025

September 30, 2025

December 31, 2024

8 unchanged sentences

$ 20,448 $ 14,732

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.

Depreciation expense for the three and nine months ended September 30, 2025 totaled $ 321 and $ 816 , respectively.

Depreciation expense for the three and nine months ended September 30, 2024 totaled $ 189 and $ 562 , respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled $ 119 and $ 566 for the three and nine months ended September 30, 2025 , respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled $ 112 and $ 378 for the three and nine months ended September 30, 2024 , respectively.

As of September 30, 2025 and December 31, 2024, long-lived assets included approximately $ 3,239 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:

June 30, 2025

September 30, 2025

December 31, 2024

6 unchanged sentences

$ 2,784 $ 3,005

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.

Amortization expense for the three and nine months ended September 30, 2025 totaled $ 74 and $ 221 , respectively, of which $ 26 and $ 78 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:

June 30, 2025

September 30, 2025

December 31, 2024

Costs of construction

$ 14,327 $ 14,267

Employee compensation and benefits

2 unchanged sentences

Tenant security deposits

$ 24,617 $ 27,655

Supplemental Cash Flow Information

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

Six months ended

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

Accrued costs of construction, including capitalized interest

$ 11,109 $ 13,021

Accrued costs of long-lived assets

1 unchanged sentence

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

Six months ended

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

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

$ 20,238 $ 59,192

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

The following table summarizes interest paid:

Six months ended

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

Interest paid

$ 7,335 $ 7,496

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:

Six months ended

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 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

$ 23,505 $ 3,540

Restricted cash, end of period

12,968 70,627

Cash and restricted cash, end of period

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:

$ 36,473 $ 74,167

The table below sets forth a summary of operating lease expense for the three and nine months ended September 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

Nine months ended

September 30, 2025

September 30, 2024 September 30, 2025 September 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 and six months ended June 30, 2025 and 2024 .

These variable payments were not material in amount for the three and nine months ended September 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.

15 unchanged sentences

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

Six months ended

Nine months ended

September 30,

Cash paid for amounts included in measurement of lease liabilities:

5 unchanged sentences

Weighted Average Remaining Lease Term (in years)

June 30, 2025

September 30, 2025

December 31, 2024

20 unchanged sentences

4.97 % 4.98 %

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

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

Year Ending December 31,

15 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 June 30, 2025 :

Tenant leases to which the Company is the lessor require the following non-cancelable future minimum lease payments from tenants as of September 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 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

As of September 30, 2025 and December 31, 2024 , the fair value of the Company’s Series 2021 - 1 Bonds was approximately $ 136.8 million and $ 143.8 million, respectively.

As of September 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 September 30, 2025 and December 31, 2024 :

September 30, 2025

December 31, 2024

10 unchanged sentences

$ 162,767 $ 162,621

Tax-Exempt Warehouse Facility

On September 4, 2025, Sky Harbour Capital II LLC (“SH Capital II”), a wholly-owned subsidiary of the Company, entered into a Draw Down Note Purchase And Continuing Covenant Agreement (the “Credit Agreement”), among SH Capital II, the other borrowers party thereto, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent, sole bookrunner and sole lead arranger (“JPMorgan” or “Administrative Agent”).

The Credit Agreement provides for, among other things, a term loan facility in an aggregate principal amount of up to $ 200 million (the “Term Loan Facility”) at any one time outstanding.

The Term Loan Facility provides for borrowings under the Credit Agreement (the “Loans”) to be made by the Lenders from time to time as requested by SH Capital II.

The Lenders will make funds available to the Term Loan Borrowers (as defined below) through the purchase of notes issued by the Issuer (as defined below) pursuant to the Loan and Security Agreement (as defined below) so that the Issuer may fund the Loans to Borrowers.

The Loans will mature on September 4, 2030, subject to any extensions by the Lenders.

The Term Loan Facility may be increased, subject to credit approval, up to an aggregate principal amount of $ 300 million.

The Credit Agreement provides for Loans to be made from time to time by special purpose subsidiaries of SH Capital II (SH Capital II together with the special purpose subsidiaries, the “Term Loan Borrowers”) for the construction and operation of hangar project facilities at various airports (the “Hangar Projects”), subject to customary phased eligibility criteria.

Loans will be secured by the real estate underlying the Hangar Projects, pledges of equity interests in the Term Loan Borrowers and certain revenues of the Term Loan Borrowers.

Sky Harbour LLC, the Company’s operating company, and Sky Harbour Holdings II LLC, the holding company of SH Capital II, and Sky Harbour Holdings III LLC (“SKYH III”) will guarantee the Term Loan Borrowers’ obligations under the Loans pursuant to a Parent Guarantee and a Holdco Guaranty, respectively.

In addition, pursuant to a Non-Recourse Carveout Guaranty, the Company will be required to guarantee the Term Loan Borrowers’ obligations under the Loans in certain limited circumstances such as misconduct by the Term Loan Borrowers or the primary guarantors.

In addition, SKYH III has entered into a Pledge and Security Agreement with the Administrative Agent pursuant to which it will pledge its interest in an account ( the “Facility Cash Flow Account”) into which will be deposited amounts received by Sky Harbour LLC from excess revenues released from the Master Trust Indenture (Security Agreement), dated as of August 1, 2021, among Sky Harbour Capital LLC, the Obligated Group, and The Bank of New York Mellon, as master trustee, as amended from time to time and as joined from time to time by additional members as permitted therein (the “Term Loan Master Indenture”).

No excess revenues are permitted to be released from the Term Loan Master Indenture until, among other things, substantial completion of the projects financed by the Series 2021 Bonds for the benefit of Obligated Group (the “2021 Projects”).

Certain events may disqualify a Hangar Project from further Loans and trigger prepayments such as the cancellation or termination of a construction contract or a ground lease or a material violation of environmental law.

The Credit Agreement also has customary and other mandatory prepayment events including the obligation to prepay amounts to bring Company back into compliance with the Leverage Ratio (as defined below).

Loans under the Credit Agreement will bear interest at a rate of 80 % of the sum of SOFR and 0.10 %, plus 200 basis points.

Interest payments may be capitalized, at the option of the Term Loan Borrowers, during the earlier of (i) the first three years of the Term Loan Facility or (ii) the substantial completion of the hangar projects contemplated by the Series 2021 Bonds.

The entire principal amount of the Loans is due on September 4, 2030, unless extended in accordance with the Credit Agreement.

Once the outstanding aggregate principal balance of the Loans reaches $ 25 million, the Term Loan Borrowers are obligated, to have hedges on 50 % of the Term Loan Borrowers’ interest rate risk.

In accordance with the Credit Agreement, the Term Loan Borrowers have paid an upfront fee equal to 1.50 % of the $ 200 million in Loans commitments.

The Credit Agreement also requires the Term Loan Borrowers to pay quarterly commitment fees to the Administrative Agent for the benefit of the secured lenders at the applicable rate per annum set forth below under the caption “Commitment Fee Rate,” based upon the Term Loan Borrowers’ total commitment utilization in effect for each such day during each quarter:

Total Commitment Utilization

Commitment Fee Rate

2 <75% but ≥ 50%

The Credit Agreement contains customary affirmative and negative covenants for transactions of this type, including maintenance of financial ratios, debt service reserve requirements, restricted payments test and limitations on the sale, lease, or distribution of assets.

The Term Loan Borrowers agreed to comply with historical and projected debt service coverage ratios.

The Projected Debt Service Coverage Ratio (the “Projected DSCR”) is based principally on projected EBITDA of Hangar Projects that have reached substantial completion (“Hangar Project EBITDA”) minus certain capital expenditure and taxes divided by the debt service for the next four quarters.

The Historical Debt Service Coverage Ratio (the “Historical DSCR”) is based on the Hangar Project EBITDA for the previous four quarters minus the sum of certain capital expenditures plus taxes divided by the interest of debt service for the previous four quarters.

For this purpose, “EBITDA” is defined to include amounts in the Facility Surplus Account.

Additionally, the Term Loan Borrowers agreed to a Leverage Ratio of 65 % (the “Leverage Ratio”).

The Leverage Ratio is calculated by dividing total indebtedness of the Term Loan Borrowers by a borrowing base value.

The borrowing base value is principally the sum of project costs for the Hangar Projects or, in the case that an existing Hangar Project is used as collateral, net purchase price plus certain reserves established pursuant to the Credit Agreement and financed transaction costs.

Commencing three months after the earlier of September 4, 2028 or a trigger date based on substantial completion of certain Hangar Projects, the Term Loan Borrowers are required to maintain (i) the Historical DSCR, or (ii) the Projected DSCR, in each case determined on the last day of each fiscal quarter of the Term Loan Borrowers, at a ratio of less than 1.25 to 1.00.

In connection with the Credit Agreement, SH Capital II entered into a Loan and Security Agreement (the “Loan and Security Agreement”), with Public Finance Authority (of Wisconsin) (the “Issuer”), SH Capital II, the other borrowers party thereto, and the Administrative Agent.

The Loan and Security Agreement provides for, among other things, the issuance of up to $ 200 million of Sky Harbour Obligated Group II Issue, Series 2025 Notes (the “Series 2025 Notes”).

If the Lenders under the Credit Agreement approve an increase in the Term Loan Facility, additional Series 2025 Notes will be issued.

The Loan and Security Agreement and the Series 2025 Notes further provide for the Issuer to assign all revenues on the Notes to the Administrative Agent for the benefit of the secured lenders and provide for the incorporation of certain covenants from the Credit Agreement and customary terms and conditions for financings of this type.

As of September 30, 2025 , there were no loans outstanding under the Term Loan Facility.

Loans Payable and Finance Leases

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

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

September 30, 2025 December 31, 2024

Maturity Dates

13 unchanged sentences

Three months ended

Six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

$ 1,859 $ 1,922 $ 5,601 $ 3,851

Commitment fees

Accretion of bond premium and amortization of debt issuance costs

121 51 218 102

Total interest incurred

15 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 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.

No Warrants were exercised during the three and nine months ended September 30, 2025 .

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

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

The closing price of the Warrants was $ 1.51 and $ 2.92 per warrant on September 30, 2025 and December 31, 2024 , respectively.

The aggregate fair value of the outstanding Warrants was approximately $ 23.9 million and $ 46.1 million as of September 30, 2025 and December 31, 2024 , respectively.

During the three and nine months ended September 30, 2025 , the Company recorded unrealized gains associated with the change in fair value of the Warrants of approximately $ 3.0 million and $ 22.3 million, respectively.

During the three and nine months ended September 30, 2024, the Company recorded unrealized losses of approximately $ 16.0 million and $ 23.9 million, respectively, associated with the change in fair value of the Warrants.

Common Equity

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.

As of September 30, 2025 , there were 33,897,274 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.

13 unchanged sentences

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 sold no shares of Class A Common Stock under the ATM Facility during the three months ended September 30, 2025 or 2024.

During the nine months ended September 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 nine months ended September 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.

2 unchanged sentences

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

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

Equity Compensation

3 unchanged sentences

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.

During the three and nine months ended September 30, 2025 , the Company recognized stock compensation expense of approximately $ 1.8 million and $ 3.9 million, respectively, associated with all RSU awards, inclusive of the recognition of approximately $ 0.7 million of expense associated with the accelerated vesting of unvested RSUs upon the departure of the Company's former Chief Operating Officer.

The Company recognized stock compensation expense associated with RSU awards of approximately $ 0.8 million and $ 2.7 million for the three and nine months ended September 30, 2024 , respectively.

The Company recognizes expense associated with RSU awards within employee compensation and benefits within the statement of operations.

As of September 30, 2025, there are 988,740 unvested RSUs outstanding with a weighted average grant date fair value of $ 10.02 .

The unrecognized compensation costs associated with all unvested RSUs at September 30, 2025 was approximately $ 8.4 million that is expected to be recognized over a weighted-average future period of 2.7 years.

Non-qualified Stock Options (“NSOs”)

2 unchanged sentences

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

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.

During the three and nine months ended September 30, 2025 , the Company recognized stock compensation expense of approximately $ 0.2 million and $ 0.6 million, respectively, associated with all NSO awards.

The Company recognized stock compensation expense associated with NSO awards of approximately $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024 , respectively.

The unrecognized compensation costs associated with all unvested NSOs at September 30, 2025 was approximately $ 6.7 million that is expected to be recognized over a weighted-average future period of 8.0 years.

Sky Incentive Units

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.

The Company recognized equity-based compensation expense relating to awarded equity units of Sky (the “Sky Incentive Units”) of $ 0 and $ 75 for the three and nine months ended September 30, 2025 , respectively, and $ 45 and $ 136 for the three and nine months ended September 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 June 30, 2025 , there was no unrecognized compensation expense associated with the Sky Incentive Units.

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

Earnings (loss) per Share

4 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Net income (loss)

$ ( 4,653 ) $ ( 20,699 ) $ 577 $ ( 37,735 )

Net loss attributable to non-controlling interests

( 2,775 ) ( 2,145 ) ( 8,622 ) ( 6,003 )

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

( 1,878 ) ( 18,554 ) 9,199 ( 31,732 )

Net (loss) attributable to LLC Interests

- - ( 8,622 ) -

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

$ ( 1,878 ) $ ( 18,554 ) $ 577 $ ( 31,732 )

Basic weighted average shares of Class A Common Stock outstanding

33,881 25,055 33,792 24,689

Effect of dilutive exchange of Class B Common Stock

2 unchanged sentences

Diluted weighted average shares outstanding

33,881 25,055 77,763 24,689

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

$ ( 0.06 ) $ ( 0.74 ) $ 0.27 $ ( 1.29 )

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

$ ( 0.06 ) $ ( 0.74 ) $ 0.01 $ ( 1.29 )

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

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Shares subject to unvested restricted stock units

989 959 757 959

Shares issuable upon the exercise of unvested stock options 1,125 439 1,125 439

Shares issuable upon the exercise of Warrants

15,798 15,803 15,798 15,803

Shares issuable upon the exchange of Class B Common Stock

42,046 42,046 - 42,046

Shares issuable upon the exercise and exchange of Sky Incentive Units

1,860 2,156 4 2,156

Accumulated Other Comprehensive Income

5 unchanged sentences

Amounts reclassified to other (income) expense

Balance as of June 30, 2025

( 123 ) ( 123 )

Balance as of September 30, 2025

Unrealized gain on

3 unchanged sentences

Amounts reclassified to other (income) expense

Balance as of June 30, 2024

( 774 ) ( 774 )

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

As of September 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.

15 unchanged sentences

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.

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

The Company may terminate any of the contracts or suspend construction without cause.

7 unchanged sentences

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.

As of September 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

8 unchanged sentences

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 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 .

For the three and nine months ended September 30, 2025 , the Company recognized $ 89 and $ 414 of expense, respectively, within pursuit and marketing expenses under the terms of these agreements.

For the three and nine months ended September 30, 2024 , the Company recognized $ 108 and $ 195 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 September 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.

For the three and nine months ended September 30, 2025 , the Company recognized $ 12 and $ 21 of expense, respectively, 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 nine months ended September 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”).

1 unchanged sentence

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.

During three and nine months ended September 30, 2025 the Company incurred $ 2.1 million and $ 7.9 million of construction costs associated with the General Contractor at its APA Phase I project, respectively.

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 .

During three and nine months ended September 30, 2025 the Company incurred $ 0 and $ 0.1 million of construction costs associated with such services, respectively.

All such costs are capitalized and included as a component of cost of construction within the consolidated balance sheet as of September 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 .

During three and nine months ended September 30, 2025 the allocated costs from the General Contractor to Ascend were approximately $0.1 million.

Subsequent Events

In October 2025 , the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “LGB Lease”) at Long Beach Airport (“LGB”) with the City of Long Beach, California.

The LGB Lease covers approximately 17 acres of property at LGB.

The initial term of the LGB Lease will be 50 years beginning 18 months after the effective date, with lease payments commencing contemporaneously with the term.

In October 2025, the Company entered into an interest rate swap (the “Swap Agreement”) for notional amounts of up to $ 200.0 million, based on predetermined notional schedule agreement as defined in the Swap Agreement.

The Swap Agreement effectively fixes the SOFR component of any loans at or below the notional schedule made under the Term Loan Facility at approximately 2.65 %, or 4.73 % inclusive of applicable interest rate spreads, for the five -year term.

In November 2025, SHC elected to modify the scope of its Series 2021 Bonds, pursuant to the terms of the Master Indenture, in order to include the second phase of the Company's development project at ADS within the project scope of the Series 2021 Bonds.

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

23 unchanged sentences

Overview and Background

We are an aviation infrastructure development company building the first nationwide network of home basing hangar campuses for business aircraft.

We are an aviation infrastructure development company building the first nationwide network of Home Base Operator (“HBO”) campuses for business aircraft.

We develop, lease and manage general aviation hangars across the United States, targeting airfields in markets with significant based aircraft populations and high hangar demand.

19 unchanged sentences

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 June 30, 2025 .

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

Location (City, State)

62 unchanged sentences

Square Footage

June 30, 2025

September 30, 2025

December 2020

1 unchanged sentence

February 2023

September 2025

SJC Renovation

6 unchanged sentences

Square Footage (1)

In Development

In Construction

1 unchanged sentence

In Development

CMA (Sky 805 Redevelopment)

Predevelopment

In Development

18 unchanged sentences

Recent Developments

In April 2025, we entered into the HIO Lease at 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, we entered into the SWF Lease at 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.

In September 2025, we entered into the Credit Agreement through JPMorgan.

The Credit Agreement provides for, among other things, a term loan facility in an aggregate principal amount of up to $200 million at any one time outstanding.

The Loans will mature on September 4, 2030, subject to any extensions by the Lenders.

The Term Loan Facility may be increased, subject to credit approval, up to an aggregate principal amount of $300 million.

In October 2025 , we entered into the LGB Lease at LGB with the City of Long Beach, California.

The LGB Lease covers approximately 17 acres of property at LGB.

The initial term of the LGB Lease will be 50 years beginning 18 months after the effective date, with lease payments commencing contemporaneously with the term.

In October 2025, we entered into the Swap Agreement for notional amounts of up to $200.0 million, based on predetermined notional schedule agreement as defined in the Swap Agreement.

The Swap Agreement effectively fixes the SOFR component of any loans at or below the notional schedule made under the Term Loan Facility at approximately 2.65%, or 4.73% inclusive of applicable interest rate spreads, for the five-year term.

Factors That May Influence Future Results of Operations

49 unchanged sentences

Current Capital Requirements and Future Expenditures for Expansion

We entered into the Credit Agreement and Term Loan Facility in September 2025 which provides funding of up to $200 million for our first phase of construction at various ground lease airport locations.

We may increase the Term Loan Facility, subject to credit approval, up to an aggregate principal amount of $300 million.

We previously funded SHC with over $200 million to fund the two phases at our initial five ground leased airport locations.

22 unchanged sentences

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

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.

For the nine months ended September 30, 2025 and 2024, we recognized expense related to ground leases of approximately $10.0 million and $6.0 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.

53 unchanged sentences

Results of Operations

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

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 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

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Rental revenue

11 unchanged sentences

Interest expense

Unrealized gain on warrants

Unrealized (gain) loss on warrants

Total other (income) expense

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 .

Rental revenues for the three months ended September 30, 2025 were approximately $5.7 million, compared to approximately $3.5 million for the three months ended September 30, 2024 .

The $2.2 million, or 61%, increase was primarily the result of operations at CMA, which was acquired during the three months ended December 31, 2024, the cumulative impact of increased occupancy at our BNA, OPF, and SJC hangar campuses, and the commencement of operations at our DVT, ADS, and APA hangar campuses.

Fuel revenues for the three months ended September 30, 2025 were approximately $1.6 million, compared to approximately $0.5 million for the three months ended September 30, 2024 .

The approximately $1.1 million, or 193%, 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 $1.2 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.

Campus operating expenses increased approximately $1.0 million, or 87%, from approximately $1.1 million for the three months ended September 30, 2024 , to approximately $2.1 million for the three months ended September 30, 2025 .

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.6 million, primarily driven by headcount increases associated with 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 $0.4 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 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 .

Fuel expenses for the three months ended September 30, 2025 were approximately $0.7 million, compared to approximately $0.1 million for the three months ended September 30, 2024 .

The approximately $0.6 million, or 761%, increase was primarily the result of our acquisition of CMA during the three months ended December 31, 2024, and the related accounting impact of recognizing certain fuel revenue and expenses on a gross basis.

Ground lease expenses increased approximately $1.0 million, or 42%, from approximately $2.5 million for the three months ended September 30, 2024 , to approximately $3.5 million for the three months ended September 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.

Depreciation and amortization increased approximately $1.1 million, or 175%, for the three months ended September 30, 2025 , as compared to the three months ended September 30, 2024 .

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

Operating Expenses - Continued

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 $0.9 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 .

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

The 8.6% decrease was primarily the result of decreased marketing spend offset by our investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Employee compensation and benefits expenses increased approximately $1.9 million, or 61%, to $5.0 million for the three months ended September 30, 2025 , as compared to approximately $3.1 million for the three months ended September 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 June 30, 2025 and 2024, other general and administrative expenses were approximately $1.0 million and approximately $0.8 million, respectively.

Headcount and compensation expenses increased approximately $0.8 million, and non-cash equity compensation expense increased approximately $1.1 million, inclusive of approximately $0.7 million of non-recurring charges associated with the accelerated vesting of certain RSU awards.

For the three months ended September 30, 2025 and 2024, other general and administrative expenses were approximately $1.4 million and approximately $1.0 million, respectively.

The approximately $0.4 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 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

Other income increased from approximately $15.8 million of expense for the three months ended September 30, 2024 , to approximately $3.0 million of income for the three months ended September 30, 2025 .

This increase was primarily due to an approximately $19.0 million difference in the mark-to-market adjustment of the outstanding warrants at September 30, 2025 as compared to September 30, 2024 .

Nine months ended September 30, 2025 Compared to the Nine months ended September 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

Nine months ended

September 30, 2025

September 30, 2024

Rental revenue

11 unchanged sentences

Interest expense

Unrealized loss on warrants

Unrealized (gain) 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 .

Net income (loss)

Rental revenues for the nine months ended September 30, 2025 were approximately $15.4 million, compared to approximately $8.9 million for the nine months ended September 30, 2024 .

The $6.5 million, or 74%, increase was primarily the result of operations at CMA, which was acquired during the three months ended December 31, 2024, the cumulative impact of increased occupancy at our BNA, OPF, and SJC hangar campuses, and the commencement of operations at our DVT, ADS, and APA hangar campuses.

Fuel revenues for the nine months ended September 30, 2025 were approximately $4.1 million, compared to approximately $1.3 million for the nine months ended September 30, 2024 .

The approximately $2.8 million, or 226%, 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.

Campus operating expenses increased approximately $3.3 million, or 114%, from approximately $2.9 million for the nine months ended September 30, 2024 , to approximately $6.2 million for the nine months ended September 30, 2025 .

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $1.8 million, primarily driven by headcount increases associated with 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 $1.5 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 .

Fuel expenses for the nine months ended September 30, 2025 were approximately $2.3 million, compared to approximately $0.2 million for the nine months ended September 30, 2024 .

The approximately $2.1 million, or 903%, increase was primarily the result of our acquisition of CMA during the three months ended December 31, 2024, and the related accounting impact of recognizing certain fuel revenue and expenses on a gross basis.

Ground lease expenses increased approximately $4.0 million, or 68%, from approximately $6.0 million for the nine months ended September 30, 2024 , to approximately $10.0 million for the nine months ended September 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 .

Depreciation and amortization increased approximately $2.4 million, or 127%, for the nine months ended September 30, 2025 , as compared to the nine months ended September 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 .

Pursuit and marketing expenses for the nine months ended September 30, 2025 were approximately $1.7 million, compared to approximately $1.3 million for the nine months ended September 30, 2024 .

The approximately $0.4 million, or 29%, 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 .

Employee compensation and benefits expenses increased approximately $3.4 million, or 34%, to $13.5 million for the nine months ended September 30, 2025 , as compared to approximately $10.1 million for the nine months ended September 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.

Headcount and compensation expenses increased approximately $1.9 million, and non-cash equity compensation expense increased approximately $1.5 million, inclusive of approximately $0.7 million of non-recurring charges associated with the accelerated vesting of certain RSU awards.

For the nine months ended September 30, 2025 and 2024, other general and administrative expenses were approximately $3.4 million and approximately $2.7 million, respectively.

The approximately $0.7 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 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 .

Other income increased from approximately $22.7 million of expense for the nine months ended September 30, 2024 , to approximately $22.6 million of income for the nine months ended September 30, 2025 .

This increase was primarily due to an approximately $46.2 million difference in the mark-to-market adjustment of the outstanding warrants at September 30, 2025 as compared to September 30, 2024 .

Non-GAAP Financial Measures

9 unchanged sentences

Three months ended

Six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Net income (loss)

21 unchanged sentences

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

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

Treasury securities as of September 30, 2025 .

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

September 30, 2025

December 31, 2024

3 unchanged sentences

Total cash, restricted cash, investments, and restricted investments

Warehouse Facility

On September 4, 2025, we entered into the Credit Agreement through JPMorgan.

The Credit Agreement provides for, among other things, a term loan facility in an aggregate principal amount of up to $200 million at any one time outstanding.

The Term Loan Facility provides for Loans to be made by the Lenders from time to time as requested by SH Capital II.

The Lenders will make funds available to us through the purchase of notes issued by the Public Finance Authority (Wisconsin) pursuant to the Loan and Security Agreement so that the Public Finance Authority (Wisconsin) may fund the Loans to Borrowers.

The Loans will mature on September 4, 2030, subject to any extensions by the Lenders.

The Term Loan Facility may be increased, subject to credit approval, up to an aggregate principal amount of $300 million.

The Credit Agreement provides for Loans to be made from time to time by our special purpose subsidiaries of SH Capital II for the construction and operation of hangar project facilities at various airports, subject to customary phased eligibility criteria.

Loans will be secured by the real estate underlying the Hangar Projects, pledges of equity interests and certain revenues of the Term Loan Borrowers.

Sky Harbour LLC, our operating company, and Sky Harbour Holdings II LLC, the holding company of SH Capital II, and Sky Harbour Holdings III LLC will guarantee the Term Loan Borrower’s obligations under the Loans pursuant to a Parent Guarantee and a Holdco Guaranty, respectively.

In addition, pursuant to a Non-Recourse Carveout Guaranty, we will be required to guarantee the Term Loan Borrowers’ obligations under the Loans in certain limited circumstances such as misconduct by the Term Loan Borrowers or the primary guarantors.

2024 Private Placement and Securities Purchase Agreement

18 unchanged sentences

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, 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.

As a result, we have approximately $98.6 million in remaining capacity under our ATM Facility.

We sold no shares of Class A Common Stock under the ATM Facility during the three months ended September 30, 2025 or 2024.

During the nine months ended September 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 nine months ended September 30, 2024, we sold 7,407 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $12.42.

We are not obligated to sell any shares under the ATM Agreement.

14 unchanged sentences

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

The Credit Agreement contains customary affirmative and negative covenants for transactions of its type, including maintenance of financial ratios, debt service reserve requirements, restricted payments test and limitations on the sale, lease, or distribution of assets.

Term Loan Borrowers agreed to a Leverage Ratio of 65%.

The Leverage Ratio is calculated by dividing total indebtedness of the Term Loan Borrowers by a borrowing base value.

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

Lease Commitments

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

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

Year Ending December 31,

6 unchanged sentences

We do not maintain any off-balance sheet arrangements.

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

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

Nine months ended

September 30, 2025

September 30, 2024

Cash and restricted cash at beginning of period

7 unchanged sentences

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 $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.

Net cash used in operating activities was approximately $6.9 million for the nine months ended September 30, 2025 , as compared to cash used in operating activities of approximately $6.6 million for the same period in 2024 .

The approximately $0.3 million increase in cash used in operating activities was primarily attributable to an approximately $2.4 million increase in net loss, net of non-cash adjustments and an approximately $2.1 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.

4 unchanged sentences

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 $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 .

Net cash used in investing activities was approximately $44.3 million for the nine months ended September 30, 2025 , as compared to cash provided by investing activities of approximately $8.4 million for the same period in 2024 .

The decrease of approximately $52.7 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, and an increase of capital expenditures of approximately $10.8 million, offset by an approximately $18.5 million decrease in purchases of available for sale investments for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 .

Financing Activities

1 unchanged sentence

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

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.

Net cash used in financing activities was approximately $6.7 million for the nine months ended September 30, 2025 , as compared to net cash provided by financing activities of approximately $0.2 million for the same period in 2024 .

The approximately $6.9 million increase in net cash used in financing activities was primarily driven by an increase of $4.4 million in payments for debt issuance costs and a decrease of $3.0 million in proceeds received from the exercise of Warrants during the nine months ended September 30, 2024.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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