What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-19 compared with 2025-03-27 · 157 added, 104 removed, 269 unchanged (49% of the section changed)

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There were no repurchases of our equity securities during the year ended December 31, 2025.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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

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Overview and Background

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

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

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

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

For a more complete description of our operations, including our home basing hangar campus development projects, refer to Item 1 — Business .

Recent Developments

In September 2024, we entered into a Securities Purchase Agreement (the “2024 Purchase Agreement”) with certain investors (collectively, the “Initial 2024 Investors”), pursuant to which, among other things, we agreed to sell and issue to the Initial 2024 Investors at an initial closing an aggregate of 3,352,106 shares (the “Initial 2024 PIPE Shares”) of our Class A Common Stock for an aggregate net purchase price of approximately $31.8 million (the “Initial 2024 Closing”), and agreed to sell and issue to the Initial 2024 Investors at a second closing, at the option of the Initial 2024 Investors, up to an aggregate of number of shares equal to the number of each such Initial 2024 Investor's Initial 2024 PIPE Shares purchased in the Initial 2024 Closing at the same purchase price of $9.50 per share (the “Second 2024 Closing” and, together with the Initial Closing, the “2024 Financing”).

The 2024 Purchase Agreement provided that, at any time prior to the Initial 2024 Closing, and at our sole discretion, additional investors (“Additional 2024 Investors” and, together with the Initial 2024 Investors, the “2024 Investors” ) could execute a joinder to the 2024 Purchase Agreement pursuant to which they would agree to purchase additional shares of Class A Common Stock (the “Additional 2024 PIPE Shares”) in the Initial 2024 Closing, along with the option to purchase Second Closing 2024 PIPE Shares (as defined below).

In October 2024, the Additional 2024 Investors each executed a joinder to the 2024 Purchase Agreement, pursuant to which the Additional 2024 Investors agreed to purchase, and we agreed to sell, an aggregate of 603,684 Additional 2024 PIPE Shares (together with the Initial 2024 PIPE Shares, the “First Closing 2024 PIPE Shares”) for an aggregate purchase price of $5.7 million.

The Initial 2024 Closing of the 2024 Financing occurred on October 25, 2024, and 3,955,790 First Closing 2024 PIPE Shares were issued to the 2024 Investors for an aggregate purchase price of $37.6 million.

In December 2024, we sold and issued to the 2024 Investors an aggregate of 3,955,790 shares (the “Second Closing 2024 PIPE Shares” and, together with the First Closing 2024 PIPE Shares, the “2024 PIPE Shares”) for an aggregate purchase price of approximately $37.6 million (the “Second 2024 Closing”).

Inclusive of the Initial 2024 Closing, we issued and sold an aggregate of 7,911,580 shares of Class A Common Stock for an aggregate purchase price of approximately $75.2 million.

In December 2024, we completed the acquisition of CloudNine at Camarillo LP (“CloudNine”) and Sky 805 LLC (“Sky 805”) in exchange for approximately $32 million in aggregate cash consideration (collectively, the “Camarillo Acquisitions”).

Substantially all of the cash consideration paid in connection with the Camarillo Acquisitions was utilized to satisfy the pre-existing senior and subordinated debt obligations of CloudNine and Sky 805, which were not legally assumed by us.

We did not assume any other debt in connection with the Camarillo Acquisitions.

CloudNine's principal asset is an approximately 120,000-square-foot hangar and office complex at Camarillo Airport (“CMA”) in Camarillo, California, located in the greater Los Angeles metropolitan area.

Sky 805 is the holder of related ground leases (the “CMA Leases”) and fixed-based operator rights at CMA.

In December 2024, we entered into a ground lease agreement (the “TTN Lease”) at Trenton-Mercer Airport (“TTN”) with the County of Mercer, New Jersey.

The TTN Lease covers approximately 10 acres of property at TTN.

The initial term of the TTN Lease will be 30 years from the earlier of certificate of occupancy or 36 months from the lease commencement date, as defined in the TTN Lease, with lease payments commencing contemporaneously with the term.

The TTN Lease contains an option exercisable by the Company to extend the TTN Lease for an additional 20 years following the expiration of such initial term.

In January 2025, we transferred the listing of our Class A Common Stock and Warrants from the NYSE American LLC to the New York Stock Exchange.

In October 2025, we 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 December 2025, we issued a non-convertible, unsecured promissory note to YA II PN, Ltd., a Cayman Islands exempt limited company, or its registered assigns (“Yorkville”), in the aggregate principal amount of $15 million (the “Yorkville Promissory Note”).

The issue price for the Yorkville Promissory Note was 100% of the aggregate principal amount thereof.

The Yorkville Promissory Note accrues interest at a rate of 7.75% per annum and matures on June 8, 2027.

In December 2025, we entered into a ground lease agreement (the “FTW Lease”) at Fort Worth Meacham International Airport (“FTW”) with the City of Fort Worth.

The FTW Lease covers approximately 4.5 acres of property at FTW.

The initial term of the FTW Lease will be 40 years, with lease payments commencing immediately upon execution of the lease.

In January 2026, we entered into an amendment (the “Amendment”) to the Term Loan Facility.

The Amendment amended the Term Loan Facility to provide for, among other things, conditions under which surplus funds may be released to us after satisfying Series 2026 Bonds requirements and other release conditions.

In January 2026, we added our subsidiaries that own hangar campuses at CMA and BDL to the borrowing base of the Term Loan Facility.

Subsequently, we drew funds of approximately $13 million under the Term Loan Facility in order to reimburse prior advances made by our corporate subsidiary associated with capital expenditures at Bradley International Airport and certain other costs associated with the debt issuance.

In January 2026, we issued a non-convertible, unsecured promissory note to Yorkville, in the aggregate principal amount of $10 million (the “January 2026 Yorkville Promissory Note”).

The issue price for the January 2026 Yorkville Promissory Note was 100% of the aggregate principal amount thereof.

The January 2026 Yorkville Promissory Note accrues interest at a rate of 7.75% per annum and matures on June 8, 2027.

In February 2026, we completed a $150 million financing through the issuance of the Series 2026 Bonds.

The Series 2026 Bonds bear interest at a rate of 6.00% per year, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on July 1, 2026.

We intend to use such proceeds, together with other available funds, including draws from the Term Loan Facility, to (i) finance or refinance, directly or indirectly, all or a portion of the construction, equipping and/or improvement of all or a portion of certain aircraft storage facilities (collectively, the “2026 Projects”);

(ii) fund a deposit to the debt service reserve fund for the Series 2026 Bonds;

(iii) pay capitalized interest on the Series 2026 Bonds;

and (iv) pay the costs of issuance of the Series 2026 Bonds.

Factors That May Influence Future Results of Operations

Airfield and Tenant Portfolio Growth

Our future success depends upon our ability to attract and retain tenants for hangars at our home basing hangar campuses.

Our future success depends upon our ability to attract and retain tenants for hangars at our HBO campuses.

The extent to which we achieve growth in our customer base materially influences our business and results of operations.

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Construction Material Costs and Labor

When constructing our home basing hangar campuses, we use various materials, assemblies, and labor components.

We contract for our materials and labor with various general contractors under guaranteed maximum price (GMP) contracts upon receipt of building permits.

When constructing our HBO campuses, we use various materials, assemblies, and labor components.

We contract for our materials and labor both internally through our in-house general contractor and with various external general contractors under guaranteed maximum price (GMP) contracts upon receipt of building permits.

This allows us to mitigate certain inflationary pressures associated with increases in certain building materials and labor costs between the time construction begins at a hangar campus and the time it is completed.

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Typically, the price changes that most significantly influence our development operations are price increases in steel, concrete, and labor.

In February 2025, the President of the United States issued an executive order reimposing tariffs on steel imports from all sources, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products.

This order became effective on March 12, 2025.

There can be no assurance as to when or if these or other import tariffs, quotas or other duties may be enacted, enforced, extended, modified or terminated in the future, or the extent of the impact of such tariffs will have on the cost of our construction materials.

We believe that it is possible that market conditions, including recent and proposed changes in trade policies, may lead to continued increases in construction costs and market rental rates for hangars within our development projects.

Inflationary and supply chain pressures have previously led to increased construction materials costs, specifically associated with steel, concrete, and other materials.

Further inflationary and supply chain pressures, including those associated with changes in trade policies, could adversely affect our business.

The imposition of or increase in tariffs on construction materials such as steel, and other potential changes in U.S.

and global trade policy, could substantially increase the cost of and limit the availability of construction materials.

Tariffs and retaliatory tariffs announced by the U.S.

and other countries, the implementation, size and timing of which remain uncertain and rapidly evolving, could impact the cost of certain of our construction materials.

The implementation of these tariffs and future tariffs, or any changes in trade policies that have a similar effect, or the threat of any of the foregoing, could result in further interruptions in the supply chain.

We believe we may continue to experience such pressures in future quarters, as well as delays in our subsidiaries’ and contractors’ ability to requisition such materials.

However, there can be no assurance that we will be able to increase the lease rates for the hangars within our hangar campuses to absorb these increased costs, if at all.

In May 2023, we acquired a controlling interest in Rapidbuilt, a metal building and hangar door manufacturer, that we expect will ultimately result in an increase in quality and a reduction in the overall cost of the metal building and hangar door components at future development projects.

We expect that over time this vertical integration will enable us to deliver metal buildings to most of our development sites in shorter times as compared to the anticipated lead times associated with conventional metal building fabricators.

We believe internal building fabrication will provide us opportunities to aggressively target continued schedule compression at most of our development projects in the future.

In December 2023, we engaged several structural engineering firms to perform an independent peer review of the hangar buildings designed for our DVT Phase I and APA Phase I development projects.

The independent peer reviews determined a significant design defect existed within our prototype hangar building designs that required retrofitting to both meet and exceed our standards and the respective local building codes.

The anticipated retrofitting efforts were also applied to ADS Phase I, and we believe the aggregate additional cost of such retrofits totaled between $26 to $28 million.

Such retrofitting efforts required an additional three to five months of construction duration for each project impacted.

Given the design enhancements implemented at our APA Phase I, DVT Phase I, and ADS Phase I development projects, our total construction costs for these projects were each greater than our original estimates, and outside of the scope of the original guaranteed maximum price construction contracts.

In March 2024, we funded the increase in estimated costs by contributing $27 million of our corporate cash holdings to SHC, thereby restricting the use of such cash to the project scope of the Series 2021 Bonds.

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

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.

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

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

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

Our updated estimates of total construction costs do not include projections of potential cost reductions due to such efficiencies, and we continue to reevaluate our preliminary and updated estimates from time to time over the course of the development lifecycle.

We intend to continue to aggressively mitigate inflationary pressures, reduce construction costs to the greatest extent possible, and pursue compressed development schedules.

We intend to continue to mitigate inflationary pressures, reduce construction costs to the greatest extent possible, and pursue compressed development schedules.

We currently structure our guaranteed maximum price construction contracts with shared savings clauses to incentivize the general contractors to reduce construction costs.

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Economic conditions and actions by policymaking bodies contributed to rising interest rates, which, along with increases in our borrowing levels, could increase our future borrowing costs.

While the Federal Reserve reduced interest rates in September, November, and December 2024 and has indicated the potential for further rate cuts, interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude of further interest rate cuts by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our borrowing costs.

We expect to issue additional debt to finance future site developments and elevated interest rates would impact our overall economic performance.

While the Federal Reserve reduced interest rates during 2025 and has indicated the potential for further rate cuts in 2026, interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude of further interest rate cuts by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our borrowing costs.

We expect to issue additional debt to finance future site developments and refinance the Term Loan Facility and the Series 2026 Bonds on or prior to its maturity date and mandatory tender date, respectively.

Elevated interest rates would impact our overall economic performance.

In addition, we are subject to credit spreads demanded by fixed income investors.

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Current Capital Requirements and Future Expenditures for Expansion

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

We maintain the ability to include up to $50 million in new projects outside the original five locations to be funded with a portion of the existing proceeds held by the trustee as long as certain approvals and supplemental consultant reports are provided showing that such new project would result in better coverage of debt service than previously contemplated projects.

We exercised this ability utilizing approximately $26 million of the $50 million available and received the requisite approvals and reports in March 2023 with respect to our ADS Phase I development project.

We previously raised equity capital, along with potential future debt and further equity issuances, including the 2024 Purchase Agreement and 2023 Purchase Agreement entered into on September 16, 2024 and November 1, 2023, respectively, see Liquidity and Capital Resources — Private Placement and Securities Purchase Agreement below, to begin to fund additional airport campuses and reach up to 20 airport campuses over the next several years.

Each constructed and in-construction facility in our portfolio is funded by secured indebtedness under the Series 2021 Bonds, the Term Loan Facility, or the Series 2026 Bonds.

We entered into the $200 million Term Loan Facility in September 2025 and issued $150 million of Series 2026 Bonds in February 2026.

We anticipate that the proceeds of the Term Loan Facility and Series 2026 Bonds will fund an additional 1.2 million rentable square feet of construction projects at seven airport locations.

We previously raised equity capital, including the 2024 Purchase Agreement and 2023 Purchase Agreement entered into on September 16, 2024 and November 1, 2023, respectively, see Liquidity and Capital Resources — Private Placement and Securities Purchase Agreement below, to begin to fund construction at additional HBO campuses over the next several years.

We also have the ability to access the capital markets through our ATM Facility and through our effective shelf registration statement on Form S-3.

On average, each future campus is anticipated to be composed of 200,000 rentable square feet and is expected to cost approximately $60 million per campus, with 65% to 75% or more to be funded with additional private activity bonds or other indebtedness.

On average, each future campus is anticipated to be composed of 200,000 rentable square feet and is expected to cost approximately $60 million per campus, with 70% or more to be funded with additional private activity bonds or other indebtedness.

All future hangar campus projects are discretionary and require us to identify the appropriate airports with the target hangar demand economics, secure required ground leases and permits, and complete future construction at such sites.

The cumulative 20 airport site business plan is estimated to cost approximately $1.2 billion, with approximately 65% to 75% anticipated from private activity bonds and the balance with equity or equity-linked financing.

Our ability to raise additional equity and/or debt financing will be subject to a number of risks, including our ability to obtain financing upon reasonable terms, if at all, costs of construction, delays in constructing new facilities, operating results, and other risk factors.

The cumulative 50 airport site business plan is estimated to cost approximately $3.0 billion, with approximately 80% or more anticipated from private activity bonds and the balance with equity or equity-linked financing.

Our ability to raise additional equity and/or debt financing will be subject to a number of risks, including our ability to obtain financing upon reasonable terms, if at all, our ability to reinvest free cash flow from operations, if at all, costs of construction, delays in constructing new facilities, operating results, and other risk factors.

In the event that we are unable to obtain additional financing, we may be required to raise additional equity capital, creating additional dilution to existing stockholders.

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The majority of our revenue is generated from rents and fees we earn pursuant to the lease and service agreements we enter into with our tenants.

Our ability to achieve revenue growth depends upon our ability to attract and retain tenants for hangars at our home basing hangar campuses.

Our ability to achieve revenue growth depends upon our ability to attract and retain tenants for hangars at our HBO campuses.

The extent to which we achieve growth in our customer base materially influences our business and results of operations.

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We derive all of our revenue from tenants in the United States.

At certain of our HBO campuses, we recognize revenue from ground-based services, such as the fueling and towing of aircraft.

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

Revenue for the sale of other ground-based services is recognized at the time the service is performed and provided to customers.

Customers are invoiced at the time the services are performed and the associated revenue is recognized in the period it is earned.

Our fueling arrangements generally are unique at each location we operate, and may be accounted for on a gross or net basis.

We determine whether to recognize fuel and services revenue on a gross or net basis based on consideration of various factors, including whether we have control of the products or services prior to delivery to customers, our degree of latitude in establishing the sales price, whether we carry the associated inventory risk, and which party is the primary obligor within such sales arrangements.

Operating Expenses

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

At certain of our HBO campuses, we recognize revenue from ground-based services, such as the fueling and towing of aircraft.

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

Revenue for the sale of other ground-based services is recognized at the time the service is performed and provided to customers.

Customers are invoiced at the time the services are performed and the associated revenue is recognized in the period it is earned.

Our fueling arrangements generally are unique at each location we operate, and may be accounted for on a gross or net basis.

Use of Estimates

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Total other (income) expense

Net income (loss)

Rental revenues for the year ended December 31, 2025 were approximately $21.6 million, compared to approximately $12.7 million for the year ended December 31, 2024.

The approximately $5.6 million, or 78%, increase was primarily the result of the commencement of operations at SJC during the three months ended June 30, 2024 and the impact of increased occupancy at our BNA and OPF hangar campuses during the year ended December 31, 2024.

The approximately $8.9 million, or 70%, increase was primarily the result of a full year of operations at CMA, which was acquired during December 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 during the year ended December 31, 2025.

Fuel revenues for the year ended December 31, 2025 were approximately $6.0 million, compared to approximately $2.1 million for the year ended December 31, 2024.

The approximately $1.6 million, or 371%, increase was primarily the result of an increase in fuel gallons uplifted at our BNA and OPF hangar campuses due to increased occupancy, the commencement of operations at SJC during the three months ended June 30, 2024, and fuel sales at our CMA operation, where our fuel revenues and the related expenses are recognized on a gross basis.

The approximately $3.9 million, or 189%, increase was primarily driven by a $3.0 million increase in fuel sales at our CMA, ADS, and APA hangar campuses, where our fuel revenues and related expenses are recognized on a gross basis.

Other fuel revenue increased by approximately $0.9 million, primarily driven by an increase in fuel gallons uplifted at our BNA and OPF hangar campuses due to increased occupancy.

Operating Expenses

Campus operating expenses increased approximately $4.7 million, or 120%, from approximately $4.0 million for the year ended December 31, 2024, to approximately $8.7 million for the year ended December 31, 2025.

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.6 million, primarily driven by the commencement of operations at our SJC hangar campus in April 2024, and headcount increases at our BNA and OPF hangar campuses.

Other campus operating expenses increased approximately $0.3 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at each of our hangar campuses.

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $2.4 million, primarily driven by headcount increases associated with the commencement of operations at our DVT, APA, and ADS hangar campuses and a full year of operations at CMA, which was acquired during December 2024.

Other campus operating expenses increased by approximately $2.3 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 year ended December 31, 2025 were approximately $3.3 million, compared to approximately $0.6 million for the year ended December 31, 2024.

The approximately $0.4 million, or 159%, increase was primarily the result of the CMA Transaction during the three months ended December 31, 2024, and the related impact of recognizing certain fuel revenue and expenses on a gross basis.

The approximately $2.7 million, or 497%, increase was primarily the result of an increase in the cost of fuel of approximately $2.3 million, driven by the impact of recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses.

Other fuel expenses increased by approximately $0.4 million due to the commencement of operations at our DVT, APA, and ADS hangar campuses.

Ground lease expenses increased approximately $4.9 million, or 57%, from approximately $8.6 million for the year ended December 31, 2024, to approximately $13.5 million for the year ended December 31, 2025.

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

The increase in ground lease expense was also driven by the ground leases signed at PWK, BDL, and POU during the three months ended December 31, 2023, ORL during the three months ended March 31, 2024, IAD during the three months ended June 30, 2024, SLC during the three months ended September 30, 2024, and the ground leases assumed as part of the CMA Transaction during the three months ended December 31, 2024.

Depreciation increased approximately $0.4 million, or 19%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase primarily reflects a full year of depreciation related to Rapidbuilt, which was acquired during the three months ended June 30, 2023 and a full year of depreciation expense associated with our OPF hangar campus, which opened during the three months ended March 31, 2023.

The increase in ground lease expense was driven primarily by the cumulative impact of 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 at CMA during the three months ended December 31, 2024, the ground leases signed at SWF and HIO during the three months ended June 30, 2025, and the ground leases signed at LGB and FTW during the three months ended December 31, 2025.

Depreciation increased approximately $3.6 million, or 133%, from approximately $2.7 million for the year ended December 31, 2024, to approximately $6.3 million for the year ended December 31, 2025.

The increase was primarily driven by a full year of depreciation associated with 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

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Compensation and benefits expenses increased approximately $3.4 million, or 24%, to $17.3 million for the year ended December 31, 2025, as compared to approximately $13.9 million for the year ended December 31, 2024.

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

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

Headcount and compensation expenses increased approximately $1.6 million, and non-cash equity compensation expense increased approximately $1.8 million.

For the years ended December 31, 2025 and 2024, other general and administrative expenses were approximately $4.3 million and approximately $3.5 million, respectively.

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

The approximately $0.8 million, or 22%, increase was primarily driven by 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) Expenses

Other (income) expenses for the year ended December 31, 2024 was approximately $33.3 million of expense as compared to approximately $8.5 million of expense for the year ended December 31, 2023.

The approximately $24.8 million, or 294%, increase in expense was primarily due to an approximately $25.9 million variance related to the mark-to-market of the outstanding Warrants at December 31, 2024 as compared to December 31, 2023.

The impact of the change in fair value of the Warrants was offset by an approximately $1.2 million increase in other income associated with interest earned and realized gains on our available-for-sale U.S.

Other (income) expenses for the year ended December 31, 2025 was approximately $35.3 million of income as compared to approximately $33.3 million of expense for the year ended December 31, 2024.

The approximately $68.6 million, or 206%, increase in income was primarily due to an approximately $70.4 million variance related to the mark-to-market of the outstanding Warrants at December 31, 2025 as compared to December 31, 2024.

The impact of the change in fair value of the Warrants was offset by an approximately $1.1 million decrease in other income due to a decrease in interest earned and realized gains on our available-for-sale U.S.

Treasury investment activity.

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To supplement our results presented in accordance with GAAP, we utilize Adjusted EBITDA, a non-GAAP financial measure that excludes or adjusts certain items.

We define Adjusted EBITDA as net income before (i) depreciation and amortization expense, (ii) interest expense, (iii) interest income, (iv) non-cash stock-based compensation expense, (v) non-cash gains and losses resulting from the change in fair value of our liability-classified warrants, (vi) non-cash operating lease expense, (vii) non-cash operating lease income, (viii) provision for income taxes, (ix) other non-cash expenses, including, but not limited to, the impairment of long-lived assets, gains or losses arising from the disposition of assets, losses on extinguishment of debt, and other non-cash non-operating expenses.

We define Adjusted EBITDA as net income before (i) depreciation and amortization expense, (ii) interest expense, net of capitalized interest, (iii) interest income and realized gains from available-for-sale securities, (iv) non-cash stock-based compensation expense, (v) non-cash unrealized gains and losses resulting from the change in fair value of our liability-classified warrants, (vi) non-cash operating lease expense, (vii) non-cash operating lease income, (viii) provision for income taxes, (ix) other non-cash expenses, including, but not limited to, the impairment of long-lived assets, gains or losses arising from the disposition of assets, losses on extinguishment of debt, and other non-cash non-operating expenses.

Management uses Adjusted EBITDA to facilitate operating performance comparisons from period to period.

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December 31, 2024

Net income (loss)

Add (subtract):

Depreciation and amortization

Interest expense

Interest expense, net of capitalized interest

Interest income and realized gains from sales of available-for-sale securities

Changes in fair value of warrant liabilities

Unrealized (gain) loss on warrants

Stock-based compensation

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

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

However, we cannot assure you that we will have access to these sources of capital or that, even if such sources of capital are available, that these sources of capital will be available on favorable terms.

Our ability to incur additional debt will depend on multiple factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that are or may be imposed by future lenders.

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Generally, these deposits may be redeemed upon demand and the majority are maintained with a major financial institution with reputable credit.

Our restricted cash is held in trust at a major financial institution pursuant to the Series 2021 Bonds indenture.

Our restricted cash is held in trust at a major financial institution pursuant to the indentures for the Series 2021 Bonds and Series 2026 Bonds.

We monitor the relative credit standing of financial institutions with whom we transact and limit the amount of credit exposure with any one entity.

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Total cash, restricted cash, investments, and restricted investments

Private Activity Bonds

Series 2026 Bonds

On February 12, 2026, Sky Harbour Capital III LLC (“Sky Capital III”) completed a $150 million financing through the issuance of Series 2026 Bonds.

The Series 2026 Bonds were issued by the Public Finance Authority of Wisconsin and bear interest at a rate of 6.00% per year, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on July 1, 2026.

The Series 2026 Bonds are subject to mandatory tender for purchase on January 1, 2031 (the “Mandatory Tender Date”), and will mature on July 1, 2060, unless earlier exchanged, redeemed or repurchased.

On the Mandatory Tender Date, holders will be required to tender their Bonds for purchase at a price equal to 100% of the principal amount thereof plus accrued interest.

Following such mandatory tender, the Series 2026 Bonds may be remarketed at a new interest rate or otherwise refinanced.

Accordingly, although the Series 2026 Bonds have a stated final maturity of July 1, 2060, Sky Capital III will be required to refinance or remarket the Series 2026 Bonds on or prior to January 1, 2031.

We intend to use the proceeds, together with other available funds, including draws from the Company’s Term Loan Facility, to (i) finance or refinance, directly or indirectly, all or a portion of the construction, equipping and/or improvement of all or a portion of the 2026 Projects;

(ii) fund a deposit to the debt service reserve fund for the Series 2026 Bonds;

(iii) pay capitalized interest on the Series 2026 Bonds through January 1, 2029;

and (iv) pay the costs of issuance of the Series 2026 Bonds.

Series 2021 Bonds

On September 14, 2021, SHC completed an issuance through the Public Finance Authority (Wisconsin) of $166.3 million of Series 2021 PABs.

The Series 2021 Bonds are comprised of three maturities:

$21.1 million bearing interest at 4.00%, due July 1, 2036; $30.4 million bearing interest at 4.00%, due July 1, 2041; and $114.8 million bearing interest at 4.25%, due July 1, 2054.

The Series 2021 Bond that has a maturity date of July 1, 2036 was issued at a premium, and Sky received bond proceeds that were $0.2 million above its face value.

The net proceeds from the issuance of the Series 2021 Bonds proceeds were used to (a) finance or refinance the construction of various aviation facilities consisting of general aviation aircraft hangars and storage facilities located and to be located on the SGR site, the OPF site, the BNA site, the APA site, the DVT site, and following our March 2023 election to reallocate a portion of the net proceeds, the ADS site; (b) fund debt service and other operating expenses such as ground lease expense during the initial construction period; (c) fund deposits to the Debt Service Reserve Fund; and (d) pay certain costs of issuance related to the Series 2021 Bonds.

Term Loan Facility

On September 4, 2025, we 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, the Term Loan Facility.

The Term Loan Facility provides for borrowings up to an aggregate principal amount of $200 million under the Credit Agreement (the “Loans”) to be made by the Lenders from time to time as requested by SH Capital II.

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.

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

In October 2025, we entered into an interest rate swap (the “Swap Agreement”) for notional amounts of up to $200 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.

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 (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 and certain revenues of SH Capital II and the special purpose subsidiaries (the “Term Loan Borrowers”).

Sky 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.

Yorkville Promissory Notes

On December 8, 2025, we issued the Yorkville Promissory Note to Yorkville, in the aggregate principal amount of $15 million.

The issue price for the Yorkville Promissory Note was 100% of the aggregate principal amount thereof.

The Yorkville Promissory Note accrues interest at a rate of 7.75% per annum (or 18% upon the occurrence of an event of default) and matures on June 8, 2027.

Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, we will be required to repay a portion of the outstanding balance of the Yorkville Promissory Note in amounts equal to $1.25 million, with $7.5 million and $7.5 million due during the years ended December 31, 2026 and 2027, respectively.

On January 27, 2026, Sky issued the January 2026 Yorkville Promissory Note to Yorkville, in the aggregate principal amount of $10 million.

The issue price for the January 2026 Yorkville Promissory Note was 100% of the aggregate principal amount thereof.

The January 2026 Yorkville Promissory Note accrues interest at a rate of 7.75% per annum (or 18% upon the occurrence of an event of default) and matures on June 8, 2027.

Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, we will be required to repay a portion of the outstanding balance of the January 2026 Yorkville Promissory Note in an amounts equal to approximately $0.8 million.

Private Placement and Securities Purchase Agreements

2024 Private Placement and Securities Purchase Agreement

On September 16, 2024, we entered into the 2024 Purchase Agreement with the Initial 2024 Investors relating to, among other things, the issuance and sale to the Initial 2024 Investors at an initial closing an aggregate of 3,352,106 Initial 2024 PIPE Shares of our Class A Common Stock for an aggregate purchase price of $31.8 million.

On October 25, 2024, the Additional 2024 Investors each executed a joinder to the 2024 Purchase Agreement, pursuant to which the Additional 2024 Investors agreed to purchase, and we agreed to sell, an aggregate of 603,684 Additional 2024 PIPE Shares for an aggregate purchase price of $5.7 million.

The Initial 2024 Closing under the 2024 Purchase Agreement occurred on October 25, 2024, and 3,955,790 First Closing 2024 PIPE Shares were issued to the Investors for an aggregate purchase price of $37.6 million.

On September 16, 2024, we entered into a Securities Purchase Agreement (the “2024 Purchase Agreement”) with certain investors (collectively, the “Initial 2024 Investors”) relating to, among other things, the issuance and sale to the Initial 2024 Investors at an initial closing an aggregate of 3,352,106 shares (the “Initial 2024 PIPE Shares”) of our Class A Common Stock for an aggregate purchase price of $31.8 million, and agreed to sell and issue to the Initial 2024 Investors at a second closing, at the option of the Initial 2024 Investors, up to an aggregate of number of shares equal to the number of each such Initial 2024 Investor's Initial 2024 PIPE Shares purchased in the Initial 2024 Closing at the same purchase price of $9.50 per share (the “Second 2024 Closing” and, together with the Initial Closing, the “2024 Financing”).

On October 25, 2024, additional investors (the “Additional 2024 Investors” and, together with the Initial 2024 Investors, the “2024 Investors”) each executed a joinder to the 2024 Purchase Agreement, pursuant to which the Additional 2024 Investors agreed to purchase, and we agreed to sell, an aggregate of 603,684 additional shares of Class A Common Stock (the “Additional 2024 PIPE Shares”, and together with the Initial 2024 PIPE Shares, the “First Closing 2024 PIPE Shares”) for an aggregate purchase price of $5.7 million.

The initial closing under the 2024 Purchase Agreement occurred on October 25, 2024 (the “Initial 2024 Closing”), and 3,955,790 First Closing 2024 PIPE Shares were issued to the Investors for an aggregate purchase price of $37.6 million.

In December 2024, we sold and issued to the 2024 Investors an aggregate of 3,955,790 Second Closing 2024 PIPE Shares for an aggregate purchase price of approximately $37.6 million (the “Second 2024 Closing”).

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On November 29, 2023, pursuant to the terms of the 2023 Purchase Agreement, we sold and issued to the 2023 Investors an aggregate of 2,307,692 shares of our Class A Common Stock (the “2023 Additional PIPE Shares” and, together with the 2023 Initial PIPE Shares, the “2023 PIPE Shares”) and accompanying warrants to purchase an aggregate of 400,000 shares of Class A Common Stock (the “Additional PIPE Warrants” and, together with the Initial PIPE Warrants, the “PIPE Warrants”) for an aggregate purchase price of $15.0 million.

The aggregate PIPE financing through the 2023 Purchase Agreement totaled approximately $57.8 million.

See “Note 11 — Equity ” in the Notes to Consolidated Financial Statements for additional information regarding the 2023 Purchase Agreement.

The aggregate PIPE financing through the 2023 Purchase Agreement totaled approximately $57.8 million, or $6.50 per share.

At-the-Market Facility

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

During the year ended December 31, 2024, the Company 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 $98.9 million in remaining capacity under our ATM Facility.

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

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

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

On December 31, 2025, we entered into an Amended and Restated At Market Issuance Sales Agreement (the “A&R ATM Agreement”) with B.

Riley and Yorkville Securities, LLC (“Yorkville Securities” and, together with B.

Riley, the “Sales Agents”), pursuant to which, among other things, Yorkville Securities was added as an additional sales agent.

Pursuant to the A&R ATM Agreement, we may offer and sell, from time to time through the Sales Agents, shares of its Class A Common Stock, having an aggregate offering price of up to $100.0 million (the “ATM Shares”).

The material terms and conditions of the ATM Agreement otherwise remain unchanged.

During the year ended December 31, 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 year 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 of December 31, 2025, ATM Shares having an aggregate gross sales price of up to approximately $98.6 million remain available for issuance under the A&R ATM Agreement.

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

The offering of shares pursuant to the A&R ATM Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through the Sales Agents, of all of the shares subject to the A&R ATM Agreement and (ii) termination of the A&R ATM Agreement in accordance with its terms.

We have made limited sales under the ATM Facility to date and will only do so when our stock price is at prices our Board deems appropriate.

Private Activity Bonds

On September 14, 2021, SHC completed an issuance through the Public Finance Authority (Wisconsin) of $166.3 million of Series 2021 PABs.

The Series 2021 Bonds are comprised of three maturities:

$21.1 million bearing interest at 4.00%, due July 1, 2036; $30.4 million bearing interest at 4.00%, due July 1, 2041; and $114.8 million bearing interest at 4.25%, due July 1, 2054.

The Series 2021 Bond that has a maturity date of July 1, 2036 was issued at a premium, and Sky received bond proceeds that were $0.2 million above its face value.

The net proceeds from the issuance of the Series 2021 Bonds proceeds are being used to (a) finance or refinance the construction of various aviation facilities consisting of general aviation aircraft hangars and storage facilities located and to be located on the SGR site, the OPF site, the BNA site, the APA site, the DVT site, and following our March 2023 election to reallocate a portion of the net proceeds, the ADS site; (b) fund debt service and other operating expenses such as ground lease expense during the initial construction period; (c) fund deposits to the Debt Service Reserve Fund; and (d) pay certain costs of issuance related to the Series 2021 Bonds.

Debt Covenants

The Term Loan Facility contains financial and non-financial covenants, including a debt service coverage ratio, debt service reserve requirements, restricted payments test, and limitations on the sale, lease, or distribution of assets.

Commencing three months after the earlier of September 4, 2028 or a trigger date based on substantial completion of certain projects, SH Capital II is required to maintain a historical and projected debt service coverage ratio of no less than 1.25 to 1.00.

The Series 2021 Bonds contain financial and non-financial covenants, including a debt service coverage ratio, a restricted payments test and limitations on the sale, lease, or distribution of assets.

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Lease Commitments

The table below sets forth certain information with respect to our future minimum lease payments required under operating and finance leases as of December 31, 2024 (in thousands):

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

Year Ending December 31,

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Less imputed interest

Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2024 (in thousands):

Principal Payments of bonds payable

Interest Payments on bonds payable

Contractual payments on other long-term indebtedness

Lease commitments

Off-Balance Sheet Arrangements

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Net cash used in operating activities was approximately $2.3 million for the year ended December 31, 2025, as compared to approximately $9.1 million of net cash used in operating activities for the same period in 2024.

The approximately $1.4 million increase in net cash used in operating activities was primarily attributable to a $3.4 million unfavorable change in the Company's working capital position, which was primarily driven by the timing of spending commitments and payments of our accounts payable and other accrued expenses.

This increase was offset by an approximately $2.0 million decrease in net loss, net of non-cash adjustments.

The decrease in net loss, net of non-cash adjustments, was primarily driven by an increase in revenue which outpaced the growth in cash operating expenses.

The approximately $6.8 million decrease in net cash used in operating activities was primarily attributable to a $8.2 million favorable change in the Company's working capital position, which was primarily driven by a lease extension with a one-time upfront payment of approximately $5.9 million, as well as the timing of collections of accounts receivable and payments of our accounts payable and other accrued expenses.

This decrease was offset by an approximately $1.4 million increase in net loss, net of non-cash adjustments.

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.

Investing Activities

Our primary investing activities have consisted of payments related to the cost of construction at our various home basing hangar campus development projects, investment in U.S.

Our primary investing activities have consisted of payments related to the cost of construction at our various HBO campus development projects, investment in U.S.

Treasury Securities, and acquisition activities.

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

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

Net cash used in investing activities was approximately $62.3 million for the year ended December 31, 2025, compared to net cash used in investing activities of approximately $43.9 million for the same period in 2024.

The increase of approximately $27.6 million of net cash used in investing activities was driven primarily by the CMA asset acquisition during the three months ended December 31, 2024, which drove a increase of approximately $31.7 million, and a $20.9 million increase in capital expenditures during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

These increases were offset by the aggregate impact of our strategy to invest surplus cash in U.S.

Treasury securities, which was comprised of an approximately $172.0 million decrease in purchases of held-to-maturity investments, an approximately $169.4 million increase in proceeds received from available-for-sale investments, an approximately $190.2 million increase in purchases of available-for-sale investments, and an approximately $124.0 million decrease in proceeds received from held-to-maturity investments for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The increase of approximately $18.4 million of net cash used in investing activities was driven primarily by a decrease of approximately $72.0 million in proceeds received from held-to-maturity investments and a $5.6 million increase in capital expenditures during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

These were offset by the impact of the CMA asset acquisition during the year ended December 31, 2024, which drove a decrease in cash used by investing activities of approximately $31.7 million and the aggregate impact of our strategy to invest surplus cash in U.S.

Treasury securities, which contributed a net increase of cash provided by investing activities of approximately $26.1 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Financing Activities

Our primary financing activities have consisted of equity capital raised to fund the growth of our business and proceeds from debt obligations incurred to finance our home basing hangar campus development projects.

Our primary financing activities have consisted of equity capital raised to fund the growth of our business and proceeds from debt obligations incurred to finance our HBO campus development projects.

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

Net cash provided by financing activities was $7.3 million for the year ended December 31, 2025, compared to $75.1 million for the same period in 2024.

The approximately $20.2 million increase in net cash provided by financing activities was primarily driven by the equity financing completed during the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The approximately $67.8 million decrease in net cash provided by financing activities was primarily driven by the equity financing completed during the year ended December 31, 2024 as compared to the year ended December 31, 2025.

During the year ended December 31, 2024, the Company received approximately $75.2 million of proceeds during the fourth quarter due to the issuance of Class A Common Stock in connection with the 2024 Purchase Agreement.

During the year ended December 31, 2023, the Company received $57.8 million of proceeds during the respective fourth quarter due to the issuance of Class A Common Stock and Warrants in connection with the 2023 Purchase Agreement.

The increase in net cash provided by financing activities was further driven by an approximately $3.0 million increase in proceeds received from the exercise of our outstanding Warrants and an approximately $1.1 million increase in net proceeds received from the issuance of Class A Common Stock through the ATM Facility.

The decrease in cash provided by financing activities was further driven by an increase of debt payments of approximately $5.7 million and an increase in payments of debt issuance costs of $4.9 million for the year ended December 31, 2025 as compared to December 31, 2024.

These factors were offset by an approximately $21.1 million increase in proceeds received from the issuance of loan payable for the year ended December 31, 2025 as compared to December 31, 2024.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity