What changed in this filing

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Item 1. Business

2026-03-19 compared with 2025-03-27 · 86 added, 54 removed, 196 unchanged (42% of the section changed)

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 designed exclusively 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.

Our home basing hangar campuses feature private and semi-private hangars and a full suite of dedicated services specifically optimized for home based, versus transient, aircraft.

Our HBO campuses feature private and semi-private hangars and a full suite of dedicated services specifically optimized for home based, versus transient, aircraft.

The physical footprint of the U.S.

business aviation fleet grew by almost 36 million square feet in the past fourteen years, with hangar supply lagging dramatically, especially in key growth markets.

business aviation fleet grew by almost 46 million square feet in the past sixteen years, with hangar supply lagging dramatically, especially in key growth markets.

As the fleet of private jets in the United States continues to grow, with recent new aircraft deliveries exceeding retirements, demand for hangar space is at a premium in part because new jets require taller tail clearances and more square footage of hangar space and the pace of new hangar construction has lagged behind the demand.

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airports by targeting high-end tenants in markets where there is a shortage of private and FBO hangar space, or where such hangars are or are becoming obsolete.

We expect to realize economies of scale in construction through a prototype hangar design replicated at our home basing hangar campuses across the United States.

We expect to realize economies of scale in construction through prototype hangar designs replicated at our HBO campuses across the United States through our in-house construction management and general contracting.

This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation.

Unlike a service company, our revenues are mostly derived from long-term rental agreements, offering stability and forward visibility of revenues and cash flows.

This allows the Company to fund its development through the public bond market, providing capital efficiency and mitigating refinance risk.

In contrast with community hangars and other facilities provided by FBOs, the home basing hangar campuses we develop provide the following features and services:

This allows us to fund our development through the public bond market and bank debt, providing capital efficiency and mitigating refinance risk.

In contrast with community hangars and other facilities provided by FBOs, the HBO campuses we develop provide the following features and services:

private hangar space for exclusive or semi-exclusive use of the tenant;

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Hangar features include:

the ability to accommodate heavy business jets in single configuration, medium jets in twin or triplet configuration, or light jets in multi-configuration;

the ability to accommodate heavy business jets in multi-configuration;

compliance with National Fire Protection Association (“NFPA”) 409 Group III fire code, eliminating foam fire protection systems, resulting in lower construction costs and operating expenses, as well as eliminating accidental foam discharges and the resultant negative effects on aircraft maintenance and resale value;

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Our product strategy aims to attract tenants with exclusive or semi-exclusive access to their aircraft, minimize the risk of damage to aircraft, provide increased access, security and control, facilitate maintenance, and improve pre-flight and post-flight convenience for owners, operators, and their support crews.

We believe that with no transient traffic, our home basing hangar campuses offer a shorter time to wheels-up, even during periods of peak traffic.

Our research has indicated our current and typical future tenants operate late model business jets that emit less noise than other based aircraft, leading to a decreased average noise footprint at our home basing hangar campuses.

We believe demand for home basing hangar campuses will be driven broadly by the growing size of the business aviation fleet in the United States and the delivery of larger aircraft with taller tail heights, as well as the privacy and security inherent at our hangar campuses in comparison to operations focused on transient and commercial aircraft.

The discovery by first-time flyers in the convenience, control and comfort of general aviation has caused a shift in consumer behavior which we believe will also support increasing demand for home basing hangar campuses.

We believe that with no transient traffic, our HBO hangar campuses offer a shorter time to wheels-up, especially during periods of peak traffic.

We believe demand for HBO hangar campuses will be driven broadly by the growing size of the business aviation fleet in the United States and the delivery of larger aircraft with taller tail heights, as well as the privacy and security inherent at our hangar campuses in comparison to operations focused on transient and commercial aircraft.

Our Properties

We develop our home basing hangar campuses on long-term ground leases (or sub-leases thereof) at airports with suitable infrastructure serving metropolitan centers across the United States.

We develop our HBO campuses on long-term ground leases (or sub-leases thereof) at airports with suitable infrastructure serving metropolitan centers across the United States.

Our portfolio of ground leases as of December 31, 2025 was as follows:

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Village of Wheeling and City of Prospect Heights

Fort Worth Meacham International Airport

Fort Worth, TX

City of Fort Worth

Hillsboro Airport

Hillsboro, OR

Port of Portland

Hudson Valley Regional Airport

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County of Duchess

King County International Airport (Boeing Field)

Long Beach Airport

Long Beach, CA

Los Angeles, CA

City of Long Beach

Miami-Opa Locka Executive Airport

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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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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:

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

PROPERTIES IN OPERATION

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February 2023

September 2025

SJC Renovation

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Existing facility

Total/Weighted Average

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In Construction

Predevelopment

$24.6 - $27.6

In Development

In Construction

Predevelopment

In Development

In Construction

Predevelopment

In Development

In Construction

Predevelopment

In Development

$690.0 - $761.4

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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.

The following table identifies the latest available information on the number of aircraft based at each of our home basing hangar campus properties and development projects:

The following table identifies the latest available information on the number of aircraft based at each of the airports within our portfolio of ground leases:

Addison Airport (ADS)

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Chicago Executive Airport (PWK)

Fort Worth Meacham International Airport (FTW)

Hillsboro Airport (HIO)

Hudson Valley Regional Airport (POU)

King County International Airport (BFI)

Long Beach International Airport (LBG)

Miami-Opa Locka Executive Airport (OPF)

Nashville International Airport (BNA)

New York Stewart International Airport (SWF)

Orlando Executive Airport (ORL)

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FAA Airport Master Records as of February 2026.

The following table summarizes the total aircraft operations and forecasted total aircraft operations from 2020 through 2029 at each of our home basing hangar campus properties and development projects:

The following table summarizes the total aircraft operations and forecasted total aircraft operations from 2021 through 2030 at at each of the airports within our portfolio of ground leases:

Total Operations

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Chicago Executive Airport (PWK)

Fort Worth Meacham International Airport (FTW)

Hillsboro Airport (HIO)

Hudson Valley Regional Airport (POU)

King County International Airport (BFI)

Long Beach International Airport (LGB)

Miami-Opa Locka Executive Airport (OPF)

Nashville International Airport (BNA)

New York Stewart International Airport (SWF)

Orlando Executive Airport (ORL)

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We have, and believe we can continue to, achieve economic occupancy greater than 100% at most of our hangar campuses as certain space within semi-exclusive hangars is rented to multiple tenants, and we also seek to maximize our ability to rent available ramp space outside of our hangars, where permitted.

Rental hangar space is open to the public on a non-discriminatory basis, and prospective tenants are reviewed for credit quality and nature of intended use of the facilities.

We focus our operations on various types of tenants, including individuals (directly or through personally or family-owned LLCs), charter operations, flight schools, corporate fleets, government entities, and aviation service providers.

We intend to develop a diversified portfolio of tenants in terms of geography, type of tenant and length of lease term.

Prior to the year ended December 31, 2024, much of our historical revenue had been concentrated with our two largest tenants.

Both presently and in the longer term, we do not expect to depend on a single tenant or group of tenants, the loss of which would have a material adverse effect on our business.

We expect to continue to diversify our risk by having multiple types of tenants across multiple locations with varied term lengths throughout the country.

See “ Risk Factors — Our rental revenue in the past has been concentrated within a small number of tenants and the loss of or default by one or more significant tenants could have a material adverse effect on our business and results of operations.

Tenant lease terms are generally 1-10 years, with maturity dates staggered for purposes of risk management.

Rental hangar space is open to the public and prospective tenants are reviewed for credit quality and the nature of their intended use of the facilities.

As of December 31, 2025, we have 85 tenant leases.

A majority of our tenant mix is composed of individuals (directly or through personally or family-owned companies), and is diversified by a mix of charter operations, corporate fleets, government entities, and other aviation services providers.

No single tenant accounts for more than 10% of our revenue or rentable square footage.

The weighted-average lease term of our tenant leases is approximately 5.6 years and 2.8 years, in terms of contractual lease payments and rentable square footage, respectively.

The maturity dates of our tenant leases are staggered for the purpose of risk management.

The original lease terms within our portfolio range from 6 months to 15 years.

Base lease rents vary by location, but substantially all leases feature annual rent escalation.

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The hangar space rental segment of the aviation services industry in which we operate is very competitive.

We compete with national, regional and local FBOs and other local hangar real estate companies.

Our competitors may include FBOs currently operating at certain airports that may have greater financial or other resources and/or lower cost structure than us.

We compete with national, regional and local FBOs and other hangar real estate companies.

Our competitors include FBOs currently operating at certain airports that may have greater financial or other resources and/or lower cost structure than us.

Other competitors have been in business longer than us and may have greater financial resources available.

We compete with other operators, including FBOs, at all of our current locations, and our hangar campuses may also face indirect competition from operators located at nearby airports.

We compete with other operators at all of our current locations, and our hangar campuses may also face indirect competition from operators located at nearby airports.

In addition, we may be adversely affected by competition from other facilities within or outside the airports where the facilities are located, including construction of new facilities at the airports at which we operate or the expansion of hangar facilities by competitors at nearby airports.

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See “— Investment Criteria ” for additional information regarding our competitors with respect to each particular facility.

Adverse weather conditions, particularly during the winter months, can cause delays in the development and construction of our home basing hangar projects.

Adverse weather conditions, particularly during the winter months, can cause delays in the development, construction, and leasing of our HBO campus projects.

The geographic diversity of our development portfolio helps mitigate this risk through exposure to various geographies and climates.

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FAA Regulation

The industry is overseen primarily by the FAA.

In addition, the Department of Homeland Security, Department of Transportation, Environmental Protection Agency, state and local environmental agencies, and local airport authorities contribute to the regulation of our home basing hangar campuses.

The industry is overseen primarily by the Federal Aviation Administration (the “FAA”).

We must comply with federal, state, and local environmental statutes, and regulations, including those associated in part with the operation of fuel storage tank systems and fuel trucks.

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Environmental and Related Matters

Our home basing hangar campuses are subject to regular inspection by local environmental agencies, as well as local fire marshals and other agencies.

Our HBO campuses are subject to regular inspection by local environmental agencies, as well as local fire marshals and other agencies.

We do not expect that compliance and related remediation work, if any, will have a material negative impact on our business.

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We endeavor to be a leader of the industry’s initiatives to address environmental issues, and we are increasingly focused on how we can reduce our carbon footprint in a sustainable way.

As part of this, our home basing hangar campuses are designed to reduce the need to reposition private jets, which reduces the use of fuel as well as air emissions and noise pollution.

As part of this, our HBO campuses are designed to reduce the need to reposition private jets, which reduces the use of fuel as well as air emissions and noise pollution.

We operate a fleet of electric ground support equipment which have a low cost to operate and maintain.

In addition, our home basing hangar campuses are designed to be electric vehicle charger-equipped and electric aircraft charger-ready.

In addition, our HBO campuses are designed to be electric vehicle charger-equipped and electric aircraft charger-ready.

In addition, our hangar design contains environmentally friendly aspects such as no-foam fire suppression.

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We maintain insurance of the types and in amounts that we believe to be adequate and consistent with industry standards.

During construction, our principal coverage includes builder's risk, general liability, excess liability, and contractor's pollution liability insurance.

During construction, our principal coverage includes builder's risk, general and hangarkeepers liability, excess liability, and contractor's pollution liability insurance.

Once operational, each campus maintains commercial property, flood, earthquake, boiler and machinery, business income/loss of rent, automobile liability, general liability, environmental liability, and worker's compensation insurance.

We maintain general liability and product liability insurance in connection with our hangar manufacturing activities.

We also maintain insurance coverage related to our directors and officers, employment-related liabilities, and cyber-related incidents.

We maintain general liability and professional liability insurance in connection with our hangar design and general contracting activities.

We also maintain insurance coverage related to our directors and officers, employment-related liabilities, automobile liabilities, and cyber-related incidents.

We require the tenants at our campuses to maintain aircraft physical damage, general liability, worker's compensation, and automobile liability insurance coverage.

Human Capital

As of December 31, 2024, we had 84 employees, none of which were subject to collective bargaining agreements.

As of December 31, 2025, we had 112 employees, none of whom were subject to collective bargaining agreements.

We also engage contractors and consultants to supplement our permanent workforce.

Our operations are overseen by senior personnel with experience in business aviation and real estate, and includes top-level design, construction, operations, and finance expertise.

Our operations are overseen by senior personnel with experience in business aviation and real estate, and include top-level design, construction, operations, and finance expertise.

We consider our employee relations to be in good standing.

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Our success depends in large part on our ability to attract, retain and develop high-quality management, operations, and other personnel who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors in fields such as aviation and real estate.

We believe we offer competitive compensation (including base salary, incentive bonus, and long-term equity awards) and benefits packages designed to attract and reward talented individuals who possess the skills necessary to support our business objectives and assist in the achievement of our strategic goals and development plans.

We believe we offer competitive compensation (including base salary, incentive bonuses, and long-term equity awards) and benefits packages designed to attract and reward talented individuals who possess the skills necessary to support our business objectives and assist in the achievement of our strategic goals and development plans.

All employees are eligible for health insurance, a retirement plan, and life/disability coverage.

Many Sky Harbour home basing hangar campuses feature the Sky Harbour Academy training program, which includes paid training for a career in the aviation industry.

The Sky Harbour Academy recruits members of disadvantaged and underrepresented communities with an interest in aviation, ultimately providing such members full training and certification as line service technicians and customer service representatives.

Certain of our HBO campuses feature the Sky Harbour Academy training program, which includes paid training for a career in the aviation industry.

The Sky Harbour Academy recruits members with an interest in aviation, ultimately providing such members full training and certification as line service technicians and customer service representatives.

The Sky Harbour Academy aims to provide assistance with placement in aviation jobs, including full-time roles and career development tracks at Sky Harbour.

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Periodic Reporting and Financial Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments to those reports, filed with or furnished to the Securities and Exchange Commission (the “SEC”), are available free of charge through the investor relations sections of the Company’s website, www.skyharbour.group, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, filed with or furnished to the Securities and Exchange Commission (the “SEC”), are available free of charge through the investor relations sections of the Company’s website, www.skyharbour.group, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC.

In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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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-K

Item 1. Business