What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-19 compared with 2025-03-27 · 399 added, 275 removed, 818 unchanged (45% of the section changed)

30 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Constructed assets, long-lived assets, and cost of construction – Indicators of Impairment

As of December 31, 2025, the Company had constructed assets and long-lived assets, net of accumulated depreciation, and cost of construction of approximately $349.8 million.

As disclosed in Note 2 to the financial statements, the Company monitors events and changes in circumstances representing triggering events that could indicate that the carrying amounts of constructed assets, long-lived assets, and cost of construction may not be recoverable at asset group level.

Examples of the types of events and circumstances that would cause management to assess the Company’s constructed assets, long-lived assets, and cost of construction for potential impairment include, but are not limited to:

a significant decrease in the market price of an asset;

a significant adverse change in the manner in which the asset is being used or its physical condition;

natural disasters;

a change in the projected holding period;

significant changes regarding future occupancy;

and changes in the local markets or economic conditions.

When such events or changes in circumstances are present, the Company assesses potential impairment by comparing projected future cash flows over the anticipated holding period on an undiscounted basis to the carrying amount of the asset.

These projected cash flows reflect in-place and projected leasing activity, market revenue and expense growth rates, anticipated holding period, and changes in economic and other relevant conditions.

We identified the evaluation of indicators of impairment as a critical audit matter due to significant judgment made by management in identifying indicators of impairment.

This in turn led to a high degree of auditor judgment, subjectivity, and audit effort in performing procedures to evaluate the reasonableness of management’s significant assumptions related to the impairment evaluation including identifying events and circumstances that exist that would indicate the carrying amounts of constructed assets, long-lived assets, and cost of construction may not be recoverable.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

We obtained an understanding and evaluated the design of controls over the Company’s impairment evaluation.

Our procedures included, among others, assessing the methodologies applied and identifying the existence of any triggering events, including comparing estimated costs to completion to initial budgets, comparing lease occupancy rates at the asset group level, as well as performing trend analysis including revenue and net operating income at the asset group level year over year, and considering if the determination was reasonable considering the past and current economic performance of the airport projects and if consistent with evidence obtained in other areas of the audit.

We tested completeness and accuracy of the underlying data used by management in its evaluation.

We held discussions with management regarding known or expected changes in business conditions, asset utilization, strategic plans, or regulatory or economic factors that could affect the recoverability of constructed assets, long‑lived assets, and cost of construction.

/s/ EisnerAmper

1 unchanged sentence

EISNERAMPER LLP

New York, New York

Iselin, New Jersey

March 19, 2026

7 unchanged sentences

16,306 51,917

18,987 11,866

Restricted investments

56 unchanged sentences

Total revenue

27,540 14,761

Campus operating expenses

14 unchanged sentences

( 846 ) ( 1,961 )

Unrealized loss on warrants

Unrealized (gain) loss on warrants

( 35,861 ) 34,515

Total other (income) expense

( 35,348 ) 33,269

Net income (loss)

$ 7,321 $ ( 53,683 )

Net loss attributable to non-controlling interests

( 11,497 ) ( 8,452 )

Net loss attributable to Sky Harbour Group Corporation shareholders

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

$ 18,818 $ ( 45,231 )

Loss per share

Earnings (loss) per share

$ 0.56 $ ( 1.76 )

9 unchanged sentences

December 31, 2024

Net income (loss)

$ 7,321 $ ( 53,683 )

2 unchanged sentences

( 123 ) ( 815 )

Total other comprehensive loss

Total other comprehensive income (loss)

$ 7,268 $ ( 53,942 )

14 unchanged sentences

( 120,886 ) - - - ( 1,443 ) - - ( 1,443 ) - ( 1,443 )

Exchange of Class B Common Stock

Exchange of Sky Incentive Units

751,485 - - - 280 - - 280 ( 280 ) -

Issuance of stock through ATM Facility, net of equity issuance costs

79,676 - - - 1,071 - - 1,071 - 1,071

Issuance of PIPE Shares, net of equity issuance costs

2 unchanged sentences

262,188 - - - 3,445 - - 3,445 - 3,445

Assumption of Overflow NCI partnership interests

- - - - ( 1,226 ) - - ( 1,226 ) 1,176 ( 50 )

Other comprehensive income (loss)

9 unchanged sentences

( 122,894 ) - - - ( 1,535 ) - - ( 1,535 ) - ( 1,535 )

Exchange of Sky Incentive Units

751,485 - - - 280 - - 280 ( 280 ) -

Issuance of strock through ATM Facility, net of equity issuance costs

Payment of equity issuance costs

- - - - ( 85 ) - - ( 85 ) - ( 85 )

Issuance of PIPE Shares, net of equity issuance costs

Exchange of Sky Incentive Units

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

Exercise of warrants

Issuance of stock through ATM Facility, net of equity issuance costs

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

Assumption of Overflow NCI partnership interests

Shares issued as debt issuance costs

50,000 - - - 450 - - 450 - 450

1 unchanged sentence

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

Net income (loss)

- - - - - 18,818 - 18,818 ( 11,497 ) 7,321

11 unchanged sentences

Depreciation and amortization

Amortization of debt issuance costs

Equity-based compensation

Straight-line rent adjustments, net

( 980 ) ( 109 )

Equity-based compensation

Non-cash operating lease expense

Unrealized loss (gain) on warrants

Loss on disposition assets, net

Loss on extinguishment of loans payable

Unrealized (gain) loss on warrants

( 35,861 ) 34,515

Realized gain on available for sale investments

( 112 ) ( 307 )

Changes in operating assets and liabilities:

2 unchanged sentences

Right-of-use asset initial direct costs

( 17 ) ( 26 )

Accounts payable, accrued expenses, and other liabilities

10 unchanged sentences

Net cash (used in) provided by acquisition of business

( 31,683 ) 1,793

Purchases of available for sale investments

( 201,370 ) ( 244,687 )

Purchases of held-to-maturity investments

- ( 171,991 )

Proceeds from available for sale investments

1 unchanged sentence

Proceeds from held-to-maturity investments

74,387 198,397

Net cash used in investing activities

2 unchanged sentences

Proceeds from issuance of PIPE Shares

75,160 57,312

Proceeds from issuance of PIPE Warrants

Proceeds from exercise of warrants

Proceeds from ATM facility

Proceeds from issuance of loan payable

Payments for debt issuance costs

Payments for equity issuance costs

5 unchanged sentences

Net cash provided by financing activities

75,095 54,873

Net (decrease) increase in cash and restricted cash

20 unchanged sentences

Certain historical amounts have been reclassified to conform to the current year’s presentation.

Amounts previously presented as operating expenses are now separately disclosed as campus operating expenses, fuel expenses, and ground lease expenses within the consolidated statement of operations.

Amounts previously presented as general and administrative expenses are now separately disclosed as pursuit and marketing expenses, compensation and benefits, and general and administrative expenses within the consolidated statement of operations.

These reclassifications had no effect on total expenses, net loss, net loss per common share and had no impact on the Company’s consolidated balance sheets, statement of stockholders’ equity and statement of cash flows for the prior year period.

Use of Estimates

16 unchanged sentences

Cash and Restricted Cash

The Company’s cash is held at a major commercial bank, which cash balance may at times exceed the Federal Deposit Insurance Corporation limit.

The Company’s cash and restricted cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit.

To date, the Company has not experienced any losses on its cash deposits.

5 unchanged sentences

Investments of the Company's cash in various U.S.

Treasury securities have been classified as available-for-sale and are carried at estimated fair value utilizing Level 1 inputs as determined based upon quoted market prices.

Treasury securities have been classified as available-for-sale and are carried at estimated fair value utilizing Level 1 inputs as determined based upon quoted market prices on active markets.

Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive income (loss).

11 unchanged sentences

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.

Treasury securities based upon quoted market prices on active markets.

Unrealized losses on certain of the Company's investments and restricted investments are primarily attributable to changes in interest rates.

25 unchanged sentences

Impairment of long-lived assets

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company’s constructed assets, long-lived assets, and cost of construction are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Impairment analyses are based on, in part, the Company’s current plans, intended holding periods and available market information at the time the analyses are prepared.

21 unchanged sentences

Warrants liability

The Company accounts for the warrants assumed in the Yellowstone Transaction and the warrants sold and issued in connection with the 2023 Purchase Agreement (as defined in Note 11 — Equity ) in accordance with the guidance contained in ASC Topic 815, “Derivatives and Hedging” (“ASC 815” ), under which warrants that do not meet the criteria for equity classification and must be recorded as derivative liabilities.

The Company accounts for the warrants assumed in the Yellowstone Transaction and the warrants sold and issued in connection with the 2023 Purchase Agreement (as defined in Note 12 — Warrants ) in accordance with the guidance contained in ASC Topic 815, “Derivatives and Hedging” (“ASC 815” ), under which warrants that do not meet the criteria for equity classification and must be recorded as derivative liabilities.

Accordingly, the Company classifies the warrants as liabilities carried at their fair value and adjusts the warrants to fair value at each reporting period.

36 unchanged sentences

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

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

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

For the year ended December 31, 2024, rental revenue and fuel revenue includes $ 887 and $ 1,876 of variable lease payments, respectively.

For the year ended December 31, 2023, rental revenue and fuel revenue includes $ 1,127 and $ 438 of variable lease payments, respectively.

As of December 31, 2024 and December 31, 2023, the deferred rent receivable included in accounts receivable, prepaid expenses, and other assets was $ 594 and $ 367 , 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 in the consolidated balance sheet.

Rent received in advance consisted of $ 390 and $ 241 as of December 31, 2024 and December 31, 2023, 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.

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 year ended December 31, 2024 the Company did not derive 10% of its revenue from any single tenant.

For the year ended December 31, 2023 , the Company derived 30 % of its revenue from two tenants.

For the years ended December 31, 2025 and 2024 , the Company did not derive 10% or more of its revenue from any single tenant.

Advertising Costs

The Company expenses the cost of advertising and marketing as incurred.

Advertising and marketing costs recognized as pursuit and marketing expenses totaled $ 431 for the year ended December 31, 2024 , and $ 279 for the year ended December 31, 2023 .

Advertising and marketing costs recognized as pursuit and marketing expenses totaled approximately $ 0.3 million for the year ended December 31, 2025 , and approximately $ 0.4 million for the year ended December 31, 2024 .

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

12 unchanged sentences

Recently Adopted Accounting Pronouncements

Segment Reporting (Topic 280 )

In November 2023, the FASB issued ASU No.

2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The disclosure requirements included in ASU No.

2023 - 07 are required for all public entities, including entities with a single reportable segment.

2023 - 07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted the guidance retrospectively beginning with its consolidated financial statements for the year ended December 31, 2024.

The adoption of ASU No.

2023 - 07 did not have a material effect on the Company's consolidated financial statements, except for the related disclosures.

Recently Issued Accounting Pronouncements

Income Taxes (Topic 740 )

2 unchanged sentences

Improvements to Income Tax Disclosures .

The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes .

The amendments in this update applied to all entities that are subject to Topic 740, Income Taxes .

The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

1 unchanged sentence

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

Early adoption is permitted.

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

The Company adopted ASU 2023 - 09 effective January 1, 2025.

Recently Issued Accounting Pronouncements

Disaggregation of Income Statement Expenses (Subtopic 220 - 40 )

In November 2024, the FASB issued ASU No.

6 unchanged sentences

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

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

The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

Interim Reporting Requirements (Topic 270 )

In December 2025, the FASB issued ASU No.

2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements .

This ASU intends to improve the navigability of the guidance in ASC 270, Interim Reporting (“ASC 270” ), and clarifies when it applies.

The ASU also provides additional guidance on what disclosures should be provided in interim reporting periods and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have had material impact on the entity.

The guidance is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years.

Early adoption is permitted and entities may apply the guidance prospectively or retrospectively.

The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

Camarillo Acquisition

17 unchanged sentences

The CMA Leases pertain to four parcels covering approximately 17 acres of land at CMA and have remaining lease terms of 37 years, each with 10 -year options exercisable at the sole discretion of the Company.

Rapidbuilt Business Combination

On May 12, 2023 ( the “Option Exercise Date”), Sky exercised its option to acquire a 51 % equity interest in Overflow Ltd., a Texas limited partnership (“Overflow”), and its wholly-owned operating subsidiary, Rapidbuilt, Inc., a Texas corporation (“Rapidbuilt”), for nominal consideration (the “Rapidbuilt Acquisition”).

As a result of the Rapidbuilt Acquisition, Weatherford Steel Buildings Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Sky (“WSBH”), owned a 50 % limited partnership interest in Overflow, and Weatherford Steel Buildings GP LLC, a Delaware limited liability company and wholly-owned subsidiary of Sky (“WSB GP”), owned a 1 % general partnership interest in Overflow.

On December 31, 2024, the Company assumed the former majority shareholder's ownership interest in Overflow for no consideration.

As a result, WSBH and WSB GP own 100 % of the partnership interests in Overflow as of December 31, 2024.

Rapidbuilt is a manufacturer of pre-engineered steel buildings that previously entered into a supplier arrangement with Sky.

Rapidbuilt and Sky’s strategic partnership has resulted in a standard set of proprietary prototype hangar designs, which are intended to deliver high-quality business aviation facilities, lower construction costs, minimize development risk, expedite permit issuance, and facilitate the implementation of refinements across Sky’s portfolio.

The Company had pre-existing relationships with Rapidbuilt through a vendor agreement entered into in July 2022 to acquire construction materials related to the Company's development projects (the "Rapidbuilt Vendor Agreement") and a revolving line of credit loan and security agreement (the "Rapidbuilt Loan Agreement") to fund the working capital requirement of Rapidbuilt.

These pre-existing relationships were effectively settled in the acquisition and the net receivable balance of $ 44 is included within the consideration transferred.

No gain or loss was recognized in the effective settlement of the Rapidbuilt Vendor Agreement and the Rapidbuilt Loan Agreement.

The total cash purchase consideration was nominal.

The Company accounted for the acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to assets acquired and liabilities assumed based on respective estimated fair values.

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the Rapidbuilt Acquisition:

Restricted Cash

Long-lived assets

Accounts payable, accrued expenses and other liabilities

Loans payable and finance lease liabilities

Total liabilities

Total fair value of net assets acquired

Effective settlement of net receivable from Rapidbuilt

Total consideration transferred

Following the Rapidbuilt Acquisition, substantially all of Overflow and Rapidbuilt's activities relate to the manufacturing of pre-engineering hangar structures for Sky's hangar development projects.

As such, the pro-forma effect of this acquisition on revenues and earnings was not material.

The transaction costs associated with the acquisition were immaterial for the year ended December 31, 2023.

Investments and Restricted Investments

29 unchanged sentences

Due within one year

$ 18,987 $ 2,356

Due one year through five years

$ 18,987 $ 13,816

Cost of Construction and Constructed Assets

The Company’s portfolio as of December 31, 2024 includes the following completed and in-development projects:

Addison Airport (“ADS”), Addison, TX (Dallas area);

Bradley International Airport (“BDL”), Windsor Locks, CT (Hartford area);

Camarillo Airport (“CMA”), Camarillo, CA (Los Angeles area);

Centennial Airport (“APA”), Englewood, CO (Denver area);

Chicago Executive Airport (“PWK”), Wheeling, IL (Chicago area);

Hudson Valley Regional Airport (“POU”), Wappingers Falls, NY (New York area);

Miami-Opa Locka Executive Airport (“OPF”), Opa Locka, FL (Miami area);

Nashville International Airport (“BNA”), Nashville, TN;

Orlando Executive Airport (“ORL”), Orlando, FL;

Phoenix Deer Valley Airport (“DVT”), Phoenix, AZ;

Salt Lake City International Airport (“SLC”), Salt Lake City, UT;

San José Mineta International Airport (“SJC”), San Jose, CA;

Sugar Land Regional Airport (“SGR”), Sugar Land, TX (Houston area);

Trenton-Mercer Airport (“TTN”), Ewing, NJ (New York and Philadelphia areas);

Washington Dulles International Airport (“IAD”), Dulles, VA (Washington, DC area).

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

2 unchanged sentences

Constructed assets, net of accumulated depreciation:

BNA, CMA, 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

$ 277,473 $ 115,151

3 unchanged sentences

Cost of construction:

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

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

$ 60,837 $ 144,900

The BNA, CMA, OPF Phase I, SGR, and SJC Renovation sites are being depreciated over a weighted-average useful life of approximately 46.2 years.

Depreciation expense for the year ended December 31, 2024 and 2023 totaled $ 1,899 and $ 1,737 , respectively.

Long-lived Assets and Lease Intangible Assets

Constructed assets are being depreciated over a weighted-average useful life of approximately 47.6 years.

Depreciation expense for the years ended December 31, 2025 and 2024 totaled approximately $ 4.9 million and $ 1.9 million, respectively.

Long-lived Assets

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

11 unchanged sentences

Long-lived assets are being depreciated over a weighted-average use life of approximately 12.2 years.

Depreciation expense for the year ended December 31, 2024 and 2023 totaled $ 782 and $ 541 , respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled $ 488 and $ 331 for the years ended December 31, 2024 and December 31, 2023, respectively .

As of December 31, 2024 and December 31, 2023 , long-lived assets included approximately $ 2,380 and $ 362 , 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 years ended December 31, 2025 and 2024 totaled approximately $ 1.2 million and $ 0.8 million, respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled approximately $ 0.7 million and $ 0.5 million for the years ended December 31, 2025 and December 31, 2024, respectively .

As of December 31, 2025 and December 31, 2024 , long-lived assets included approximately $ 2.7 million and $ 2.4 million, 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

Lease intangible assets, net, consists of the following:

4 unchanged sentences

Accumulated amortization

Total operating lease expense $ 3,005 $ -

( 319 ) ( 24 )

$ 2,710 $ 3,005

Lease intangible assets are being amortized over a weighted-average use life of approximately 9.3 years.

Amortization expense for the year ended December 31, 2024 and 2023 totaled $ 24 and $ 0 , respectively.

Amortization expense for the years ended December 31, 2025 and 2024 totaled approximately $ 0.3 million and less than $ 0.1 million, respectively.

Estimated amortization of the respective intangible lease assets as of December 31, 2025 for each of the five succeeding years and thereafter is as follows:

3 unchanged sentences

$ 1,670 $ 1,040

Supplemental Balance Sheet and Cash Flow Information

Accounts Payable, Accrued Expenses, and Other Liabilities

7 unchanged sentences

Property taxes

Tenant rent received in advance

Tenant security deposits

$ 37,360 $ 27,655

Supplemental Cash Flow Information

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

December 31, 2024

December 31, 2023

Accrued costs of construction, including capitalized interest

$ 15,796 $ 9,875

Accrued costs of long-lived assets

Accrued equity issuance costs

Debt issuance costs and premium amortized to cost of construction

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

December 31, 2024

December 31, 2023

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

$ 64,802 $ 16,870

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

839 ( 1,639 )

The following table summarizes interest paid:

December 31, 2024

December 31, 2023

Interest paid

$ 7,655 $ 7,481

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:

December 31, 2024

December 31, 2023

Cash, beginning of year

$ 60,257 $ 2,174

Restricted cash, beginning of year

12,009 39,222

Cash and restricted cash, beginning of year

$ 72,266 $ 41,396

Cash, end of year

$ 42,442 $ 60,257

Restricted cash, end of year

51,917 12,009

Cash and restricted cash, end of year

$ 94,359 $ 72,266

Leases — Lessee

The table below summarizes operating lease expense for the years ended December 31, 2025 and December 31, 2024 recorded in the captions within our consolidated statement of operations:

5 unchanged sentences

Total operating lease expense $ 14,222 $ 8,945

The Company’s ground leases have remaining terms ranging between 19 to 72 years, including options for the Company to extend the terms.

The Company’s long-term ground leases have remaining terms ranging between 18 to 71 years, including options for the Company to extend the terms.

These leases expire between 2044 and 2097, which include all lease extension options available to the Company.

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

In addition to the Company’s ground leases, the Company has operating leases for office space and ground support vehicles, and finance leases for vehicles supporting operations at Rapidbuilt.

In January 2023, the Company executed a lease amendment with the Town of Addison, Texas, to add two additional parcels of land (the “ADS Expansion Parcels”) to the existing lease at ADS (the “ADS Lease”).

The land associated with the ADS Expansion Parcels became available for possession in June 2023 for one parcel, and is expected to become available for possession in July 2024 for the other.

The lease term for the ADS Expansion Parcels will be 40 years from the completion of construction for each respective parcel, and will effectively extend the term of the existing ADS Lease to be co-terminus with the ADS Expansion Parcels.

The ADS Lease and the ADS Expansion Parcels contain no additional extension options as the lease term is the maximum allowable term permitted by the Town of Addison.

In October 2023, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement with PWK (the “PWK Lease”).

The PWK Lease is divided into two parcels, with the first parcel containing approximately 15 acres of land (“PWK Phase I”).

Under the terms of the PWK Lease, it is the intent of PWK to grant the Company a second parcel containing approximately 10 acres of land (“PWK Phase II”).

The grant of the PWK Phase II land is at the sole discretion of PWK following the Company's completion of its development project at PWK Phase I.

The term of the PWK Lease will be 50 years from the acceptance of the PWK Phase I parcel following customary due diligence and completion of a land survey, with lease payments commencing following the completion of construction.

The PWK Lease contains no additional extension options exercisable by the Company or PWK.

The Company was subject to requirements in its ground lease at SGR with respect to the Company's contemplated SGR Phase II project that defined (i) a minimum improvement amount of $ 2.0 million and (ii) that related construction commence by October 2023, unless otherwise waived or amended.

In October 2023, the Company allowed the ground lease associated with the parcels designated for the SGR Phase II project to automatically terminate.

The Company did not incur any lease termination penalties, nor had it capitalized any historical costs associated with the contemplated SGR Phase II project.

In December 2023, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “BDL Lease”) at BDL with the Connecticut Airport Authority (“CAA”).

The BDL Lease covers a parcel containing approximately 8 acres of land at BDL.

The initial term of the BDL Lease will be 30 years from the earlier of the date of completion of construction or June 30, 2026, with lease payments commencing contemporaneously with the term.

The BDL Lease contains options exercisable by the Company to extend the BDL Lease an additional 20 years following the expiration of the initial term.

The BDL Lease contains customary milestones by which the Company must submit site design plans and financing plans.

In December 2023, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement at POU with the County of Dutchess, New York (the “POU Lease”).

The POU Lease covers two parcels containing approximately 7 acres of land at POU.

The initial term of the POU Lease was 15 years from the date of completion of construction.

The POU Lease contained language permitting the Company to extend the POU Lease an additional 25 years at any point following the execution of the POU Lease, subject to Dutchess County legislative approval.

The POU Lease contains customary deadlines by which the Company must submit site design plans and commence construction.

In November 2024, the Company executed an amendment to the POU Lease (the “Amended POU Lease”).

The Amended POU Lease extended the term of such ground lease from 15 year to 40 years from the completion of construction, with lease payments commencing upon the earlier of completion of construction or June 2027.

In March 2024, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “SJC Lease”) at SJC with the City of San Jose.

In addition to the Company’s ground leases, the Company has operating leases for office space and ground support vehicles, and finance leases for vehicles supporting operations at our pre-engineered metal building subsidiary.

In March 2024, the Company, through an indirect, wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “SJC Lease”) at SJC with the City of San Jose.

The SJC Lease covers approximately 7 acres of property that contains an approximately 38,000 square foot hangar, approximately 19,000 square feet of office space, and approximately 108,000 square feet of apron and ramp space.

1 unchanged sentence

The initial term of the SJC Lease will be 20 years from May 1, 2024, and contains a mutual option to extend the SJC Lease an additional 5 years following the expiration of the initial term.

In March 2024, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “ORL Lease”) at ORL with the Greater Orlando Aviation Authority (“GOAA”).

In March 2024, the Company, through an indirect, wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “ORL Lease”) at ORL with the Greater Orlando Aviation Authority (“GOAA”).

The ORL Lease covers a parcel containing approximately 20 acres of land at ORL.

1 unchanged sentence

The ORL Lease contains options exercisable by the Company to extend the ORL Lease an additional 20 years based on the Company's total expenditures in subsequent phases at ORL.

In May 2024, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “IAD Lease”) at IAD with the Metropolitan Washington Airports Authority (“MWAA”).

In May 2024, the Company, through an indirect, wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “IAD Lease”) at IAD with the Metropolitan Washington Airports Authority (“MWAA”).

The IAD Lease covers approximately 18 acres of property at IAD.

2 unchanged sentences

The IAD Lease requires the Company to commence construction related to IAD Phase II within five years of the receipt of the certificate of occupancy for IAD Phase I.

In August 2024, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “SLC Lease”) at Salt Lake City International Airport (“SLC”) with the Salt Lake City Corporation.

In August 2024, the Company, through an indirect, wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “SLC Lease”) at Salt Lake City International Airport (“SLC”) with the Salt Lake City Corporation.

The SLC Lease covers approximately 8.4 acres of property at SLC.

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The SLC Lease contains two options exercisable by the Company to extend the SLC Lease for an additional 20 years following the expiration of the initial term.

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

In December 2024, the Company, through an indirect, wholly-owned subsidiary of the Company, 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.

1 unchanged sentence

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

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

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

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

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

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

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

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

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

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

In October 2025, the Company, through an indirect, 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 December 2025, the Company, through an indirect, wholly-owned subsidiary of the Company, 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.

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

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Operating cash flows from operating leases

$ 6,482 $ 4,223

Operating cash flows from finance leases

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Ground leases - Unimproved at commencement

5.79 % 5.45 %

Ground leases - Existing improvements

5.18 % 5.18 %

Equipment leases

5.51 % 5.46 %

Office Leases

4.82 % 4.82 %

All operating leases

5.68 % 5.39 %

Finance leases

6.75 % 4.98 %

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

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$ 190,222 $ 125

Leases — Lessor

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

1 unchanged sentence

Operating Leases

The amounts presented above exclude tenant variable payments, rental escalations that are not fixed, or future rental revenue from the renewal or replacement of existing tenant leases.

Variable payments consist of recoveries from tenants for common area maintenance, utilities, and operating expenses of the property, and various other fees, including fees associated with the delivery of aircraft fuel, late fees, short-term rentals, and lease termination fees.

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

The table below sets forth a summary of variable payments for the years ended December 31, 2025 and 2024 recorded in the captions within our consolidated statement of operations:

December 31, 2025

December 31, 2024

Variable payments included in rental revenue

$ 1,568 $ 887

Variable payments included in fuel revenue

Total variable payments included in revenue

$ 4,334 $ 2,763

As of December 31, 2025 and December 31, 2024, the deferred rent receivable included in accounts receivable, prepaid expenses, and other assets was approximately $ 1.5 million and $ 0.6 million, respectively.

Rent received in advance was approximately $ 6.5 million and $ 0.4 million as of December 31, 2025 and December 31, 2024, respectively.

Bonds payable, loans payable and interest

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Furthermore, Sky, Sky Harbour Holdings LLC and Sky Harbour Capital LLC have each pledged as collateral its respective ownership interest in any of the Borrowers.

The bond trustee established various restricted bank accounts which were initially funded with the bond proceeds and cash on hand.

The bond trustee will continue to control the Borrowers’ cash receipts and disbursements under a Trust Agreement.

Such restricted funds are available to fund the construction expenditures of the two phases of OPF, BNA, DVT, APA, and ADS Phase I, with certain approvals and supplemental reports, up to $ 25 million at other airport sites, in addition to certain operating expenses such as ground lease expense.

These accounts also include funds to pay debt service through the end of construction at each site and various reserve funds such as a ramp-up reserve, debt service reserve, and a maintenance reserve fund.

Such trust bank accounts total approximately $ 62.7 million, of which $ 48.9 million and $ 13.8 million and included in Restricted cash and Restricted investments, respectively, on the consolidated balance sheet as of December 31, 2024 .

The Borrowers have agreed to use all commercially reasonable efforts to jointly maintain a Debt Service Coverage Ratio (as defined in the agreement) of 1.25 for each applicable test period;

provided, however, that the failure to maintain this ratio will not be considered an event of default so long as the Obligated Group takes all commercially reasonable action for correcting such deficiency.

The measurement of the Debt Service Coverage Ratio commenced with the period ending December 31, 2024.

If the Debt Service Coverage Ratio as of the end of any fiscal quarter is less than 1.0, the parent companies of the Borrowers will make contributions to the borrowers or otherwise cause the Debt Service Coverage Ratio to be at least 1.0 within 10 business days of the test date.

If the Debt Service Coverage Ratio as of the end of any fiscal quarter is less than 1.25 , Sky Harbour Capital LLC must deliver to the trustees an independent consultant’s report and a specific plan designed to achieve a Debt Service Coverage Ratio of 1.25 in the following fiscal year within 120 days.

The Company was in compliance with all debt covenants as of December 31, 2024.

The Series 2021 Bonds have principal amounts, interest rates, and maturity dates as follow:

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Principal repayments due under the Series 2021 Bonds are paid annually, commencing July 1, 2032.

The bonds maturing on July 1, 2036 are subject to optional early redemption, at the option of Sky Harbour Capital LLC, on or after July 1, 2028, in whole or in part, at a redemption price equal to the principal amount plus interest accrued to the redemption date.

The bonds maturing on July 1, 2041 and July 1, 2054 are subject to optional early redemption, at the option of Sky Harbour Capital LLC, on or after July 1, 2031, in whole or in part, at a redemption price equal to the principal amount plus interest accrued to the redemption date.

An extraordinary optional redemption is permitted in the event of damage or destruction of any of the underlying assets.

The Series 2021 Bonds are mandatorily redeemable upon the occurrence of certain events.

Upon the sale of an asset by any Borrower, the applicable portion of the Series 2021 Bonds is subject to special mandatory redemption at prices specified in the agreement.

Upon the occurrence of a determination of taxability in which the interest income of any of the bonds does not qualify as being excludable from the gross income of the holder (with limited exclusions), the Series 2021 Bonds are subject to mandatory redemption within 60 days, at a redemption price equal to the principal amount plus accrued interest.

Upon the termination of any ground lease of a Borrower, and unless certain other certifications can be made, the Series 2021 Bonds are subject to redemption in an amount and at a redemption price as specified in the agreement.

In lieu of redemption, the Bonds may be purchased by any of the Borrowers or by any party designated by Sky Harbour Capital LLC.

The Company was in compliance with all debt covenants as of December 31, 2025.

As of December 31, 2025 and December 31, 2024, the fair value of the Company's Series 2021 Bonds was approximately $ 140.8 million and $ 143.8 million, respectively.

14 unchanged sentences

$ 162,815 $ 162,621

Tax-Exempt Warehouse Facility

On September 4, 2025, Sky Harbour Capital II LLC (“SH Capital II”), an indirect, 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.

In October 2025, the Company 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 fair value of the Swap Agreement was immaterial as of December 31, 2025.

As of December 31, 2025, there were no loans outstanding under the Term Loan Facility.

Yorkville Promissory Note

On December 8, 2025, Sky 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 (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, Sky shall 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.

The obligations of Sky under the Yorkville Promissory Note are guaranteed by the Company pursuant to a separate guaranty agreement between the Company and Yorkville.

The Yorkville Promissory Note contains customary representations and warranties by Sky and the Company and customary events of default.

The proceeds of the Yorkville Promissory Note may be used for working capital and general corporate purposes.

On December 15, 2025, in connection with and pursuant to the Yorkville Promissory Note, the Company issued 50,000 shares of the Company’s Class A Common Stock to Yorkville.

Vista Loan and Guaranty Agreement

In connection with the Rapidbuilt Acquisition, Sky and Vista Bank (the “Lender”) entered into a consent, waiver, and second amendment (the “Loan Amendment”) and a guaranty agreement (the “Guaranty Agreement”) associated with the senior loan agreement between Overflow and Rapidbuilt (collectively, the “Rapidbuilt Borrowers”), and the Lender (the “Vista Loan”).

Pursuant to the Loan Amendment, (i) the Lender consented to the change in control with respect to the Rapidbuilt Borrowers;

(ii) the Lender waived any pre-existing events of default on the part of the Rapidbuilt Borrowers;

(iii) the Lender agreed to release certain borrowed funds held in reserve, subject to specified terms and conditions;

and (iv) the Rapidbuilt Borrowers agreed to certain reserve enhancement obligations, including the ability to repay principal early at the sole discretion of the Rapidbuilt Borrowers.

Pursuant to the Guaranty Agreement, all of the Rapidbuilt Borrowers’ obligations under the Vista Loan will be guaranteed by Sky.

The Vista Loan was originated in December 2020 between the Borrowers and the Lender and had approximately $ 10.3 million outstanding as of the Option Exercise Date.

The Vista Loan accrues interest at a per annum rate equal to 3.00 % above the three -month secured overnight financing rate published for first day of each calendar quarter by the Federal Reserve Bank of New York.

Interest is payable on a monthly basis, and the Rapidbuilt Borrowers agreed to make certain reserve enhancement payments on January 1, April 1, July 1, and October 1 of each calendar year.

The maturity date of the Vista Loan is December 1, 2025.

The Vista Loan is secured by the accounts, intellectual property, equipment, inventory, vehicles, and property of the Rapidbuilt Borrowers, and contains customary affirmative and negative covenants.

On December 4, 2025, Stratus Building Systems, Inc.

(“Stratus”) and Overflow Ltd.

(“Overflow”, and together with Stratus, the “Stratus Borrowers”), both indirect, wholly-owned subsidiaries of the Company, entered into a Loan and Security Agreement (the “2025 Vista Loan”) with Vista Bank (“Vista”) to refinance the Stratus Borrowers' maturing term loan with Vista (the “2020 Vista Loan”) and certain of Stratus' equipment loans (the “Refinanced Equipment Loans”) then outstanding.

The aggregate principal balance of the 2025 Vista Loan was approximately $ 6.1 million, which can be increased to an aggregate principal balance not to exceed $ 9.5 million beginning December 31, 2026, subject to the Stratus Borrowers meeting a Fixed Charge Coverage Ratio (the “Vista FCCR”) of not less than 1.40 to 1.00 and other customary covenants.

In connection with the 2025 Vista Loan, Sky and Vista entered into a guaranty agreement whereby all of the Stratus Borrowers’ obligations under the Vista Loan will be guaranteed by Sky.

Prior to January 31, 2027, the 2025 Vista Loan bears monthly interest at a rate of the greater of (i) the sum of the U.S.

Prime Rate and 0.25 % or (ii) 5.0 %.

Beginning on February 1, 2027, the 2025 Vista Loan will bear fixed interest at a rate of the greater of (i) the sum of the 30 -day term SOFR rate and 2.25 % or (ii) 5.0 %.

The 2025 Vista Loan matures December 4, 2035.

In connection with the 2025 Vista Loan, the Company recognized an immaterial loss on extinguishment of debt associated with the Refinanced Equipment Loans.

Loans Payable and Finance Leases

3 unchanged sentences

Weighted-Average Interest Rates

2020 Vista Loan

December 2025 - $ - $ 8.43 % $ 7,224

2025 Vista Loan December 2035 7.25 % 6,090 - -

Yorkville Promissory Note June 2027 7.75 % 15,000 - -

Equipment loans

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Finance leases

September 2024 - July 2027 5.00 % 41 5.00 % 67

August 2026 - July 2027 5.98 % 125 5.00 % 41

Total principal amount of loans payable and finance leases 7.53 % 21,224 8.39 % 7,535

unamortized debt issuance costs ( 680 ) -

Total Loans payable and finance leases

$ 20,544 $ 7,535

The Company’s contractual principal payments required under its bonds payable and loans payable as of December 31, 2025 was as follows:

Year Ending December 31,

Contractual Principal Payments

The following table sets forth the details of interest expense:

2 unchanged sentences

$ 7,645 $ 7,655

Accretion of bond premium and amortization debt issuance costs

Commitment fees

Accretion of bond premium and amortization of debt issuance costs

Total interest incurred

2 unchanged sentences

Interest expense

$ 1,359 $ 715

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

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The terms of the Private Warrants are identical to those of the Public Warrants, except for that so long as the Private Warrants are held by the Sponsor or its permitted transferees, they may be exercised on a cashless basis.

In connection with the 2023 Purchase Agreement (as defined in Note 11 — Equity) , the Company issued to third -party investors 1,541,600 warrants (the “PIPE Warrants”, and together with the Public Warrants and the Private Warrants, the “Warrants”).

The PIPE Warrants are similar in form and substance to the Company’s Public Warrants.

In connection with the Securities Purchase Agreement (the “2023 Purchase Agreement”) entered into on November 1, 2023 with certain investors, the Company issued to third -party investors 1,541,600 warrants (the “PIPE Warrants”, and together with the Public Warrants and the Private Warrants, the “Warrants”).

The PIPE Warrants are equivalent in form and substance to the Company’s Public Warrants.

The Warrants contain an exercise price of $ 11.50 per share and expire on January 25, 2027.

2 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 year ended December 31, 2025.

During the year ended December 31, 2024, 262,188 Warrants were exercised, resulting in approximately $ 3.0 million of proceeds.

During the year ended December 31, 2023, 225 Warrants were exercised, resulting in an immaterial amount of proceeds.

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

1 unchanged sentence

The aggregate fair value of the Warrants was approximately $ 10.3 million and $ 46.1 million as of December 31, 2025 and December 31, 2024, respectively.

During the years ended December 31, 2024 and December 31, 2023, the Company recorded unrealized losses of approximately $ 34.5 million and $ 8.6 million associated with the change in fair value of the Warrants.

During the years ended December 31, 2025 and December 31, 2024, the Company recorded an unrealized gain of approximately $ 35.9 million and an unrealized loss of approximately $ 34.5 million, respectively, associated with the change in fair value of the Warrants.

Common Equity

15 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 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 .

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

10 unchanged sentences

Riley Stock Purchase Agreement.

2023 Private Placement and Securities Purchase Agreement

On November 1, 2023, the Company entered into a Securities Purchase Agreement (the “2023 Purchase Agreement”) with certain investors (collectively, the “2023 Investors”), pursuant to which the Company (i) sold and issued to the 2023 Investors at an initial closing an aggregate of 6,586,154 shares (the “Initial 2023 PIPE Shares”) of the Company’s Class A Common Stock and accompanying warrants to purchase up to 1,141,600 shares of Class A Common Stock (the “Initial PIPE Warrants”), for an aggregate purchase price of $ 42.8 million (the "Initial 2023 Financing"), and (ii) sold and issued to the 2023 Investors at a second closing, an aggregate of 2,307,692 shares (the “Additional 2023 PIPE Shares”, and, together with the Initial 2023 PIPE Shares, the “2023 PIPE Shares” ) of the Company’s Class A Common Stock and accompanying warrants to purchase up to 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 “Additional 2023 Financing” and, together with the Initial 2023 Financing, the “2023 Financing”).

The closing of the Initial 2023 Financing occurred on November 2, 2023 ( the “Initial 2023 Closing Date”) , and the closing of the Additional 2023 Financing occurred on November 9, 2023.

Together with the Initial 2023 Financing, the aggregate PIPE financing through the 2023 Purchase Agreement totaled approximately $ 57.8 million.

The 2023 Purchase Agreement included certain covenants, including a limitation on the Company’s use of the net proceeds from the 2023 Financing, certain customary standstill restrictions for a period of 90 days following the Initial 2023 Closing Date and a restriction on paying any extraordinary dividend to the extent it would result in the issuance of a number of shares of Class A Common Stock upon exercise of the PIPE Warrants (without regard to any limitations on exercise of the PIPE Warrants) in excess of the number of shares of Class A Common Stock permissible by the NYSE American LLC to be issued without stockholder approval.

In addition, pursuant to the 2023 Purchase Agreement, the Company granted to the Lead Investor certain participation rights with respect to certain future equity and debt offerings by the Company until the eighteen -month anniversary of the Initial 2023 Closing Date.

On December 31, 2025, the Company 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, the Company 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, 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 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 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.

2024 Private Placement and Securities Purchase Agreement

On September 16, 2024, the Company entered into a Securities Purchase Agreement (the “2024 Purchase Agreement”) with certain investors (collectively, the “Initial 2024 Investors”), pursuant to which the Company 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 the Company’s Class A Common Stock for an aggregate 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 the sole discretion of the Company, 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.

The 2024 Purchase Agreement provided that, at any time prior to the Initial 2024 Closing, and at the sole discretion of the Company, additional investors (the “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.

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 the Company 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.

12 unchanged sentences

On December 31, 2024, the Company assumed the former majority shareholder's ownership interest in Overflow for no consideration.

As of December 31, 2024 and December 31, 2023, the former majority shareholder owned 0 % and 49 % of the partnership interests in Overflow, respectively.

Equity Compensation

Restricted Stock Units ( “ RSUs ” )

On January 25, 2022, the Company's 2022 Incentive Award Plan (the “2022 Incentive Award Plan”) became effective following approval by the Company's shareholders.

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Employees, officers, and consultants of the Company or any parent or affiliate, including Sky, or any non-employee director of the Company’s Board of Directors are eligible to receive awards under the 2022 Incentive Award Plan.

An aggregate of 5.2 million shares of Class A Common Stock are issuable pursuant to the 2022 Incentive Award Plan.

An aggregate of approximately 6.2 million shares of Class A Common Stock are issuable pursuant to the 2022 Incentive Award Plan.

Restricted Stock Units ( “ RSUs ” )

On an annual basis, the Company grants RSUs which have time-based conditions and are classified as equity awards.

During the year ended December 31, 2025, the Company granted 437,930 time-based awards at a grant date fair value of $ 11.15 in February 2025 and granted 60,634 time-based awards at a grant date fair value of $ 9.77 in June 2025.

During the year ended December 31, 2024, the Company granted 430,002 time-based RSUs to certain employees under the Company’s 2022 Incentive Award Plan at a weighted average grant date fair value of $ 12.33 .

The RSUs will vest ratably over a four -year period beginning on the first anniversary of the grant date and ending on fourth anniversary.

The RSUs granted will vest ratably over a four -year period beginning on the first anniversary of the respective grant date and ending on the fourth anniversary of the respective grant.

All RSUs were valued at their fair market value, which was the closing price of the Company's stock on the date of the grant.

The following tables presents a summary of RSU activity for the year ended December 31, 2024:

The following tables presents a summary of RSU activity for the years ended December 31, 2025 and 2024:

Number of Shares

Weighted-Average Grant Date Fair Value

Unvested as of January 1, 2024 871,732 $ 6.65

Granted 430,002 12.33

Vested ( 406,042 ) 6.89

Unvested as of December 31, 2023 871,732 $ 6.65

RSUs Granted 430,002 12.33

RSUs Vested ( 406,042 ) 6.89

RSUs Forfeited

( 6,746 ) 11.71

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888,946 $ 9.17

During the years ended December 31, 2024 , and December 31, 2023, the Company recognized stock compensation expense of $ 3,425 and $ 1,816 , respectively, associated with the RSUs within employee compensation and benefits within the consolidated statement of operations.

RSUs Granted 498,564 10.98

RSUs Vested ( 474,199 ) 9.05

RSUs Forfeited ( 29,558 ) 11.08

Unvested as of December 31, 2025 883,753 $ 10.20

During the years ended December 31, 2025 and 2024, the Company recognized stock compensation expense of approximately $ 4.9 million and $ 3.4 million, respectively, associated with the RSUs within employee compensation and benefits within the consolidated statement of operations.

The stock compensation expenses recognized for the year ended December 31, 2025 is 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 unrecognized compensation costs associated with all unvested RSUs at December 31, 2025 was approximately $ 7.3 million that is expected to be recognized over a weighted-average future period of 2.5 years.

Non-qualified Stock Options ( “ NSOs ” )

In February 2024, the Company granted to certain employees options to purchase 438,781 shares of Class A Common Stock at an exercise price of $ 11.63 under the Company's 2022 Incentive Award Plan.

During the year ended December 31, 2025, the Company granted to certain employees options to purchase 686,647 shares of Class A Common Stock at an exercise price of $ 11.07 under the Company’s 2022 Incentive Award Plan.

During the year ended December 31, 2024, the Company granted to certain employees options to purchase 438,781 shares of Class A Common Stock at an exercise price of $ 11.63 under the Company's 2022 Incentive Award Plan.

The NSOs vest ratably over a four -year period beginning on the sixth anniversary of the grant date and have a term of 10 years.

The options were valued at $ 7.32 using a Black -Scholes pricing model.

During the year ended December 31, 2024, the Company recognized stock compensation expense of approximately $ 0.3 million associated with all NSO awards.

All NSOs are valued using a Black -Scholes pricing model.

The following tables presents a summary of NSO activity for the years ended December 31, 2025 and 2024:

Number of Options

Weighted-Average Exercise Price per Option Weighted-Average Grant Date Fair Value

Outstanding as of December 31, 2023 - $ - $ -

NSOs Granted 438,781 11.63 7.32

NSOs Exercised - - -

NSOs Forfeited and expired

Outstanding as of December 31, 2024

438,781 $ 11.63 $ 7.32

NSOs Granted 686,647 11.07 6.33

NSOs Exercised - - -

NSOs Forfeited and expired - - -

Outstanding as of December 31, 2025 1,125,428 $ 11.29 $ 6.72

During the years ended December 31, 2025 and 2024, the Company recognized stock compensation expense of approximately $ 0.8 million and $ 0.3 million, respectively, associated with all NSO awards.

The unrecognized compensation costs associated with all unvested NSOs at December 31, 2025 was approximately $ 6.5 million that is expected to be recognized over a weighted-average future period of 7.7 years.

Sky Incentive Units

The Company recognized equity-based compensation expense relating to awarded equity units of Sky (the “Sky Incentive Units”) of $ 181 and $ 444 for the years ended December 31, 2024, and December 31, 2023, respectively.

The Company recognized equity-based compensation expense relating to awarded equity units of Sky (the “Sky Incentive Units”) of approximately $ 0.1 million and $ 0.2 million for the years ended December 31, 2025, and December 31, 2024, respectively.

Expense associated with the Sky Incentive Units is recorded within employee 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 December 31, 2024, there was $ 0.1 million of total unrecognized compensation expense that is expected to be recognized over a weighted-average future period of 0.4 years.

As of December 31, 2025, there was no unrecognized compensation expense associated with the Sky Incentive Units.

We are subject to taxation in all jurisdictions in which we operate that impose an income tax on our business activities.

The components of the income tax expense for the years ended December 31, and the tax effects of temporary differences that give rise to deferred taxes at December 31, are as follows:

The current and deferred federal and state income tax expense was $ 0 for each of the years ended December 31, 2025 and 2024.

We adopted ASU 2023 - 09 Income Taxes (Topic 740 ):

Improvements To Income Tax Disclosures on a prospective basis beginning with the year ended December 31, 2025.

The following table presents required disclosure pursuant to ASU 2023 - 09 and reconciles the U.S.

federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025:

Year Ended December 31,

Income tax benefit:

Deferred federal income tax benefit

( 3,275 ) ( 1,382 )

Deferred state income tax benefit

( 231 ) ( 37 )

Total income tax benefit before valuation allowance

( 3,506 ) ( 1,419 )

Valuation allowance

Total income tax benefit

A reconciliation of the statutory federal income tax expense to the income tax expense (benefit) prior to income (loss) attributable to non-controlling interests from continuing operations at December 31, 2024 and December 31, 2023 is as follows:

Amount Tax Rate

Income tax at federal statutory rate $ 7,102 21.0 %

State income tax, net of federal taxes - 0.0 %

Nontaxable or nondeductible items

Unrealized gain on warrants ( 7,530 ) ( 22.3 )%

Stock-based compensation 370 1.1 %

Change in valuation allowance 175 0.5 %

Other adjustments

Difference between book and tax capital accounts ( 518 ) ( 1.5 )%

Provision to return adjustments 399 1.2 %

Effective tax rate $ - 0.0 %

For the Year Ended December 31,

Income tax benefit at the federal statutory rate of 21% $ ( 11,273 )

( 11,273 ) ( 5,342 )

State income tax benefit, net of federal benefit ( 183 )

( 183 ) ( 133 )

Unrealized loss on warrants 7,248

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Income taxed to non-controlling interests 1,465

Other, net ( 379 )

Change in valuation allowance 3,506

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Accounts receivable, prepaid expenses, and other assets

Stock-based compensation

Lease liability

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Deferred tax liabilities:

Unrealized Gain/Loss on investments

Long-lived assets

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For the year ended December 31, 2025 , we recorded a full valuation allowance due to historical losses before income taxes which reduced management's ability to rely on future expectations of income.

As of December 31, 2024 , we have available federal tax operating loss carryforwards of approximately $ 32.0 million, including approximately $ 1.7 million generated by our legal predecessor prior to the Yellowstone Transaction and $ 6.0 million generated by our subsidiary, Rapidbuilt.

As of December 31, 2025 , we have available federal tax operating loss carryforwards of approximately $ 33.4 million, including approximately $ 1.7 million generated by our legal predecessor prior to the Yellowstone Transaction and $ 7.1 million generated by our subsidiary, Stratus Building Systems.

All federal tax operating loss carryforwards arose in tax years subsequent to 2017.

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December 31, 2024

Net income (loss)

$ 7,321 $ ( 53,683 )

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( 11,497 ) ( 8,452 )

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

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

18,818 ( 45,231 )

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

Net (loss) attributable to LLC Interests ( 11,497 ) -

Diluted net income (loss) attributable to Sky Harbour Group Corporation shareholders $ 7,321 $ ( 45,231 )

Based weighted average shares of Class A Common Stock outstanding

33,828 25,742

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

Effect of dilutive exchange of Class B Common Stock 42,046 -

Effect of dilutive exchange of Sky Incentive Units 1,857 -

Effect of dilutive restricted stock 43 -

Diluted weighted average shares outstanding 77,774 25,742

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

$ 0.56 $ ( 1.76 )

Earnings (loss) per share of Class A Common Stock – Diluted $ 0.09 $ ( 1.76 )

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

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Shares issuable upon the exchange of Class B Common Stock

42,046 42,046

Shares issuable upon the exercise and exchange of Sky Incentive Units

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Balance as of December 31, 2023

$ ( 102 ) $ ( 102 )

Other comprehensive loss before reclassifications

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During the years ended December 31, 2025 and December 31, 2024, the Company reported reclassifications of $ 123 and $ 815 respectively, of unrealized gains on available-for-sale securities to net income as a component of other (income) expense.

Supplemental Cash Flow Information

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

December 31, 2025

December 31, 2024

Accrued costs of construction, including capitalized interest

$ 17,170 $ 15,796

Accrued costs of long-lived assets

Debt issuance costs and premium amortized to cost of construction

Debt issuance costs recognized through issuance of Class A Common Stock

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

December 31, 2025

December 31, 2024

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

$ 32,151 $ 64,802

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

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

The following table summarizes interest paid:

December 31, 2025

December 31, 2024

Interest paid

$ 7,415 $ 7,655

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:

December 31, 2025

December 31, 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 year

$ 20,718 $ 42,442

Restricted cash, end of year

16,306 51,917

Cash and restricted cash, end of year

$ 37,024 $ 94,359

Segment Information

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Commitments and Contingencies

In addition to the lease payment commitments discussed in Note 8 — Leases , the ground leases to which the Company is a party contain covenants that require the Company to conduct construction of hangar facilities on the leased grounds within a certain period and in some cases, to spend a minimum dollar amount.

The DVT Lease requires approximately $ 14.6 million of improvements to be made for the DVT Phase II project within 12 -months after receiving permitting documents, but in no event later than May 2026.

The PWK Lease contains a requirement that the Company must commence construction within six months of the issuance of permits and must complete construction within 18 months of construction commencement.

If the Company is unable to adhere to the prescribed timeline and unable to receive an extension from PWK, the PWK Lease is subject to termination.

The SJC Lease contains customary milestones by which the Company must complete additional construction.

The ORL Lease requires that the Company construct $ 30 million of improvements in its initial phase of construction within 24 months of the effective date of the lease.

The ORL Lease contains other customary milestones by which the Company must commence and complete subsequent phases of construction.

The SLC Lease requires that the Company make minimum capital improvements of $ 40 million.

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

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

In addition to the lease payment commitments discussed in Note 10 — Leases — Lessee , the ground leases to which the Company is a party contain covenants that require the Company to conduct construction of hangar facilities on the leased grounds within a certain period and in some cases, to spend a minimum dollar amount.

Airport Project Minimum Spend Commitment Timeframe Commitments

DVT DVT Phase II $14.6 million of capital improvements.

Complete construction within 36 months of receiving all permitting documents.

ORL ORL Phase I $30.0 million of capital improvements.

Complete minimum spend commitment within 36 months of the effective date of the lease.

ORL ORL Phase II $5.0 million of capital improvements.

Commence construction within 5 years of effective date of the lease and complete construction within 24 months of construction commencement.

POU POU Phase I $25.0 million of capital improvements.

Commence construction within 6 months of the issuance of permits and complete construction within 15 months of construction commencement.

PWK PWK Phase I None.

Commence construction within 6 months of the issuance of permits and complete construction within 18 months of construction commencement.

SJC All Phases $8.1 million of capital improvements.

Complete minimum spend commitment within 15 years of lease commencement.

SLC SLC Phase I $40.0 million of capital improvements.

TTN TTN Phase I $30.0 million of capital improvements.

Complete construction within 36 months of receiving all permitting documents or no later than 48 months after the effective date of the lease.

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

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

There are no termination penalties under such construction contracts.

In addition to the matters described in this note, the Company is involved in various legal proceedings and claims in the ordinary course of its business.

Although the Company cannot predict with certainty the ultimate resolution of these matters, which involve judgements that are inherently subjective, the Company does not expect that the ultimate disposition of such other contingencies or matters will materially affect its financial condition, results of operations, or cash flows.

Related Party Transactions

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

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

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

As of December 31, 2025, the Company had loaned a total of $ 1.1 million 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.

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The effective date of the agreement was September 8, 2021 and the agreement automatically renews annually.

The agreement can be terminated without penalty if either party provides 35 days' written notice, or if the aircraft is sold or otherwise disposed of.

The Company is charged per flight hour of use along with all direct operating costs.

Additionally, the Company will also incur the pro rata share of maintenance, overhead and insurance costs of the aircraft.

The agreement could be terminated without penalty if either party provides 35 days' written notice, or if the aircraft is sold or otherwise disposed of.

The Company was charged per flight hour of use along with all direct operating costs.

Additionally, the Company also incurred the pro rata share of maintenance, overhead and insurance costs of the aircraft.

On July 30, 2025, the Company and Echo Echo, LLC terminated such agreement.

On September 19, 2024, the Company entered into an additional non-exclusive agreement with Echo Echo, LLC for the use of an Epic E1000GX aircraft.

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

For the years ended December 31, 2024 , and December 31, 2023, the Company recognized $ 372 and $ 215 of expense, within pursuit and marketing expense under the terms of this agreement.

For the years ended December 31, 2025 , and December 31, 2024, the Company recognized approximately $ 0.5 million and $ 0.4 million of expense, within pursuit and marketing expense under the terms of these agreements.

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

Other Related Party Transactions

For the year ended December 31, 2024 , the Company recognized $ 0 of expense for consulting services received from a company that employed the chief financial officer until prior to July 1, 2021 and with which the Company had a pre-existing vendor relationship.

Other Relationships

For the year ended December 31, 2025 , the Company recognized less than $ 0.1 million of expense for consulting services received from a company that employed the chief financial officer until prior to July 1, 2021 and with which the Company had a pre-existing vendor relationship.

The Company recognized $ 0 of expense during the year ended December 31, 2024 for consulting services received from 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 indirect, wholly-owned subsidiaries, Ascend Aviation Services (“Ascend”).

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

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

During the year ended December 31, 2025 the Company incurred $ 9.4 million of construction costs associated with the General Contractor at its APA Phase I project.

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

During the year ended December 31, 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 constructed assets or cost of construction within the consolidated balance sheet as of December 31, 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 the year ended December 31, 2025 the allocated costs from the General Contractor to Ascend were approximately $0.1 million.

Subsequent Events

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

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

Tax-Exempt Warehouse Facility Amendments

On January 8, 2026, SH Capital II entered into an amendment (the “Amendment”) to the Credit Agreement.

The Amendment amended the Credit Agreement to provide for, among other things, conditions under which surplus funds, as defined in the Amendment (the “Credit Agreement Surplus Funds”), may be released to the Borrowers.

Also on January 8, 2026, subsidiaries of the Company that own hangar campuses at CMA and BDL were added to the borrowing base of the Credit Agreement.

Subsequently, on January 8, 2026, SH Capital II drew funds of approximately $ 13 million under the Credit Agreement in order to reimburse the Company for prior advances associated with capital expenditures at Bradley International Airport and certain other general corporate purposes.

Following this draw, there was approximately $ 187 million in capacity under the Credit Agreement for future borrowings.

In addition, SKYH III amended its related guaranty (the “Sky III Guaranty”), and such amendment, the “Sky III Guaranty Amendment”) to provide for, among other things, conditions under which surplus funds arising from amounts received by Sky from excess revenues released from the Master Indenture.

Provided certain conditions within the Amendment are met, the Amendment permits the Borrowers to distribute or otherwise transfer such Credit Agreement Surplus Funds to (i) Sky (the “Parent Guarantor”) for the payment of general and administrative expenses of the Parent Guarantor, (ii) the payment of current interest or principal on indebtedness of the Parent Guarantor or indebtedness guaranteed by the Parent Guarantor, (iii) to deposit or transfer such funds into a separate account of an affiliate of the Parent Guarantor as security for the payment of principal of or interest on other indebtedness, or (iv) as a capital contribution of a Borrower for the approved construction and operation of hangar project facilities at various airports (the “Portfolio II Projects”, and such restriction on distributions and transfers the “Permissible Uses”).

The Amendment permits the release of the Credit Agreement Surplus Funds beginning on the later of January 1, 2027 or a trigger date based on substantial completion of certain Portfolio II Projects, and requires the Borrowers to maintain (i) a historical debt service coverage ratio, and a (ii) projected debt service coverage ratio, in each case determined on the last day of each fiscal quarter of the Borrowers, at a ratio of not less than 2.00 to 1.00.

The Sky III Guaranty Amendment permits the release of excess revenues released from the Master Trust on or after the later of (i) January 1, 2027 and (ii) three ( 3 ) months after the Capitalized Interest End Date provided that (a) there are funds in excess of $ 800,000 on deposit in the accounts for such excess revenues on release date, and (b) to the extent there is a deficiency in any of the accounts under, there are sufficient funds on deposit (in addition to the minimum amount of funds held pursuant to cover such deficiency) and such funds are applied to remedy each such deficiency.

The release of excess revenues is also subject to Permissible Uses.

The above release conditions are also subject to the customary condition that there not be any default under the Credit Agreement.

2026 Yorkville Promissory Note

On January 27, 2026, Sky 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 (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, Sky shall repay a portion of the outstanding balance of the January 2026 Yorkville Promissory Note in an amount equal to $ 833,333.33 .

The obligations of Sky under the January 2026 Yorkville Promissory Note are guaranteed by the Company pursuant to a separate guaranty agreement between the Company and Yorkville.

In connection with and pursuant to the January 2026 Yorkville Promissory Note, the Company agreed to issue 40,000 shares of Class A Common Stock to Yorkville in a registered direct offering.

The January 2026 Yorkville Promissory Note contains customary representations and warranties by Sky and the Company and customary events of default.

The proceeds of the January 2026 Yorkville Promissory Note may be used for working capital and general corporate purposes.

Tax-Exempt Series 2026 Bonds Issuance

On February 12, 2026, Sky Harbour Capital III LLC (“Sky Capital III”), an indirect, wholly-owned subsidiary of the Company, completed a $ 150 million financing through the issuance of Revenue Bonds (Sky Harbour Capital III LLC Aviation Facilities Project), Series 2026 (the “Series 2026 Bonds”).

The Series 2026 Bonds were issued by the Public Finance Authority of Wisconsin, a multi-jurisdictional conduit issuer (the “Issuer”), pursuant to a Trust Indenture, dated as of January 1, 2026 ( the “Indenture”) and effective as of February 12, 2026, between the Issuer and UMB Bank, N.A., as trustee (the “Series 2026 Bond Trustee”).

The proceeds of the Bonds were used to make a loan (the “Loan”) to Sky Capital III pursuant to a Loan Agreement, dated as of February 1, 2026 ( the “Loan Agreement”), between the Issuer and Sky Capital III, and assigned to the Series 2026 Bond Trustee.

The Series 2026 Bonds were issued in a limited offering (the “Offering”) pursuant to a Limited Offering Memorandum dated January 29, 2026 ( the “Limited Offering Memorandum”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or accredited investors within the meaning of Rule 501 (a) under the Securities Act.

The borrowings under the Loan Agreement are guaranteed (the “Guarantee”) by Sky, and Sky Harbour Holdings IV LLC, a wholly owned subsidiary of Sky (the “Pledgor”).

Pursuant to the Indenture, all of the Issuer’s right, title, and interest in the Loan Agreement (except for certain unassigned rights) were assigned to the Series 2026 Bond Trustee.

The Series 2026 Bonds are secured by the Loan Agreement and the residual cash flows of certain of the Company’s projects, and payment of the Bonds is structurally subordinate to the Series 2021 Bonds and borrowings under the Term Loan Facility.

The Series 2026 Bonds and borrowings under the Loan Agreement 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 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.

The principal amount of the Loan is $ 150 million.

The Company intends to use the proceeds from the Loan, 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 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 Loan through January 1, 2029;

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

The Series 2026 Bonds are subject to (a) optional redemption at the discretion of Sky Capital III at any time on or after January 1, 2030 at a redemption price equal to the principal amount plus a 1% premium and accrued and unpaid interest to the redemption date, (b) mandatory redemption upon the occurrence of a determination of taxability of the Series 2026 Bonds, and (c) mandatory sinking fund redemption beginning in 2056.

Sky Capital III expects to meet its payment obligations under the Loan Agreement from funds to the extent available and permitted to be released under the master trust indenture with respect to the Series 2021 Bonds and the Term Loan Facility.

Interest is capitalized through January 1, 2029.

The Indenture and the Loan Agreement provide for customary events of default, all as described in the Indenture and the Loan Agreement.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

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-K

Item 8. Financial Statements and Supplementary Data