What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-12 · 515 added, 694 removed, 777 unchanged (61% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

Accounts receivable, prepaid expenses, and other assets

17,420 14,154

Cost of construction

14 unchanged sentences

Loans payable and finance lease liabilities

49,732 20,544

Bonds payable, net of debt issuance costs and premiums

8 unchanged sentences

$ 0.0001 par value;

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

10,000,000 shares authorized as of March 31, 2026;

none issued and outstanding

1 unchanged sentence

200,000,000 shares authorized;

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

34,257,855 and 33,989,673 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

42,046,356 and 42,046,356 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

15 unchanged sentences

Three Months Ended

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Rental revenue

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

1,593 544 4,088 1,254

Total revenue

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

Campus operating expenses

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

Fuel expenses

689 80 2,346 234

Ground lease expenses

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

Depreciation and amortization

1,774 646 4,352 1,917

Pursuit and marketing expenses

564 617 1,729 1,343

Employee compensation and benefits

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

General and administrative expenses

1,369 944 3,386 2,722

Total expenses

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

Operating loss

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

Other (income) expense:

Interest expense

280 177 551 558

Unrealized (gain) loss on warrants

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

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

Unrealized loss on warrants

Total other (income) expense

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

Net income (loss)

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

Net loss attributable to non-controlling interests

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

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

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

Earnings (loss) per share

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

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

Net loss attributable to Sky Harbour Group Corporation shareholders

Loss per share

Weighted average shares

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

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

See accompanying Notes to Unaudited Consolidated Financial Statements

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2025

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

Net income (loss)

March 31, 2026

March 31, 2025

$ ( 8,972 ) $ ( 9,126 )

1 unchanged sentence

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

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

Total comprehensive income (loss)

Total comprehensive loss

$ ( 8,728 ) $ ( 9,179 )

8 unchanged sentences

Balance at December 31, 2025

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

Share-based compensation

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

Vesting of restricted stock units

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

Shares withheld for payment of employee taxes

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

Payment of equity issuance costs

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

Exchange of Sky Incentive Units

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

Other comprehensive loss

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

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

Balance at March 31, 2025

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

Share-based compensation

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

Vesting of restricted stock units

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

Shares withheld for payment of employee taxes

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

Issuance of stock through ATM Facility

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

Payment of equity issuance costs

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

Other comprehensive loss

- - - - - - 70 70 - 70

Net income (loss)

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

Balance at June 30, 2025

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

Share-based compensation

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

Vesting of restricted stock units

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

Shares withheld for payment of employee taxes

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

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

Shares issued as debt issuance costs

Other comprehensive income

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

Net income (loss)

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

Balance at September 30, 2025

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

Balance at March 31, 2026

Accumulated Other

3 unchanged sentences

Balance at December 31, 2024

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

Share-based compensation

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

Vesting of restricted stock units

176,166 - - - - - - - -

Shares withheld for payment of employee taxes

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

Exercise of warrants

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

Payment of equity issuance costs

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

Other comprehensive income

- - - - - - 378 378 - 378

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

Balance at March 31, 2024

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

Share-based compensation

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

Vesting of restricted stock units

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

Shares withheld for payment of employee taxes

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

Exercise of warrants

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

Issuance of stock through ATM Facility

7,407 - - - 90 - 90 90

Exchange of Sky Incentive Units

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

Other comprehensive loss

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

Net income (loss)

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

Balance at June 30, 2024

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

Share-based compensation

- - - - 860 - - 860 46 906

Vesting of restricted stock units

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

Shares withheld for payment of employee taxes

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

Exchange of Sky Incentive Units

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

Payment of equity issuance costs

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

Other comprehensive income

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

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

Balance at September 30, 2024

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

Balance at March 31, 2025

See accompanying Notes to Unaudited Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Nine months ended

September 30, 2025

September 30, 2024

Three months ended

March 31, 2026

March 31, 2025

Cash flows from operating activities:

Net income (loss)

$ 577 $ ( 37,735 )

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

2 unchanged sentences

Straight-line rent adjustments, net

( 767 ) ( 42 )

Equity-based compensation

1 unchanged sentence

Realized gain on available for sale investments

( 95 ) ( 139 )

Loss (gain) on disposition of assets

Unrealized (gain) loss on warrants

( 22,275 ) 23,930

Paid-in-kind interest expense

Loss on disposition of assets

Unrealized loss on warrants

Changes in operating assets and liabilities:

Accounts receivable, prepaid expenses, and other assets

Right-of-use asset initial direct costs

Accounts payable, accrued expenses, and other liabilities

177 ( 1,102 )

Net cash used in operating activities

( 6,900 ) ( 6,635 )

Cash flows from investing activities:

Purchases of long-lived assets

( 7,693 ) ( 1,327 )

Payments for cost of construction

( 58,489 ) ( 54,050 )

Proceeds from disposition of long-lived assets

1 unchanged sentence

Purchases of available for sale investments

( 188,394 ) ( 206,883 )

Purchases of held-to-maturity investments

Proceeds from available for sale investments

207,493 199,153

Proceeds from held-to-maturity investments

Net cash (used in) provided by investing activities

( 44,295 ) 8,367

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from exercise of warrants

Proceeds from ATM Facility

Proceeds from issuance of bonds payable

Proceeds from issuance of loans payable

Principal payments for loans payable and finance leases

( 1,283 ) ( 1,343 )

Payments for debt issuance costs

Payments for equity issuance costs

( 90 ) ( 415 )

Payments of employee taxes related to vested equity awards

( 1,233 ) ( 1,123 )

Net cash (used in) provided by financing activities

( 6,691 ) 169

Net (decrease) increase in cash and restricted cash

( 57,886 ) 1,901

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and restricted cash

Cash and restricted cash, beginning of period

94,359 72,266

Cash and restricted cash, end of period

$ 36,473 $ 74,167

See accompanying Notes to Unaudited Consolidated Financial Statements

1 unchanged sentence

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

(in thousands, except share data)

3 unchanged sentences

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

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

As of March 31, 2026 , SHG owned approximately 44.9 % of the Sky Common Units and the prior holders of Sky Common Units (the “LLC Interests”) owned approximately 55.1 % of the Sky Common Units and control the Company through their ownership of the Company's Class B Common Stock, $ 0.0001 par value (“Class B Common Stock”).

Basis of Presentation and Summary of Significant Accounting Policies

1 unchanged sentence

The accompanying unaudited consolidated financial statements and the related notes (the “Financial Statements”) have been prepared in conformity with the U.S.

Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10 -Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).These Financial Statements include the accounts of SHG and its consolidated subsidiaries.

These Financial Statements include the accounts of SHG and its consolidated subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

2 unchanged sentences

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

Amounts previously presented as rental revenue are now separately disclosed as rental revenue and fuel revenue within the consolidated statement of operations.

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 revenue, 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

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Such estimates include assumptions used within impairment analyses, estimated useful lives of depreciable assets and amortizable costs, estimates of inputs utilized in determining the fair value of financial instruments such as warrants, estimates and assumptions related to right-of-use assets and operating lease liabilities, and estimates and assumptions used in the determination of the fair value of assets acquired and liabilities assumed in the business combination.

Actual results could differ materially from those estimates.

Risks and Uncertainties

The Company’s operations have been limited to-date.

The Company is subject to risks and uncertainties common to early-stage companies.

For most of its history, the Company has been engaged in securing access to land through ground leases and developing and constructing aviation hangars.

The major risks faced by the Company is its future ability to obtain additional tenants for the facilities that it constructs, and to contract with such tenants for rental income in an amount that is sufficient to meet the Company’s financial obligations, including increasing construction costs due to inflation and increased borrowing costs to the extent that the Company incurs additional indebtedness.

The major risks faced by the Company are its future ability to obtain additional tenants for the facilities that it constructs, and to contract with such tenants for rental income in an amount that is sufficient to meet the Company’s financial obligations, including increasing construction costs due to inflation and increased borrowing costs to the extent that the Company incurs additional indebtedness.

Liquidity and Capital Resources

1 unchanged sentence

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

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

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

Significant Accounting Policies

11 unchanged sentences

The Company allocates a portion of its internal salaries to both capitalized cost of construction and to general and administrative expense based on the percentage of time certain employees worked in the related areas.

Interest, net of the amortization of debt issuance costs and premiums, and net of interest income earned on bond proceeds, is also capitalized until the capital project is completed.

Once a capital project is complete, the Company begins to depreciate the constructed asset on a straight-line basis over the lesser of the life of the asset or the remaining term of the related ground lease, including expected renewal terms.

Interest, net of the amortization of debt issuance costs and premiums, and net of interest income earned on bond proceeds, is also capitalized until the capital projects are completed.

Once a capital project is complete, the Company begins to depreciate the constructed asset on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining term of the related ground lease, including expected renewal terms.

The Company accounts for leases under Accounting Standards Codification (“ASC”) Topic 842, Leases.

1 unchanged sentence

ASC Topic 842 requires lessees to recognize lease liabilities and right-of-use (“ROU”) assets for all operating leases with terms of more than 12 months on the consolidated balance sheets.

The Company has made an accounting policy election to not recognize leases with an initial term of 12 months or less on the Company’s consolidated balance sheets and will result in recognizing those lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

The Company has made an accounting policy election to not recognize leases with an initial term of 12 months or less on the Company’s consolidated balance sheets and will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

When management determines that it is reasonably certain that the Company will exercise its options to renew the leases, the renewal terms are included in the lease term and the resulting ROU asset and lease liability balances.

2 unchanged sentences

The Company has not elected to capitalize any interest cost that is implicit within its operating leases into cost of construction on the consolidated balance sheet, but instead, expenses its ground lease cost as a component of operating expenses in the consolidated statements of operations.

All of the Company’s ground leases at airports are classified as operating leases under ASC Topic 842.

Management has determined that it is reasonably certain that the Company will exercise its options to renew the leases, and therefore the renewal options are included in the lease term and the resulting ROU asset and operating lease liability balances.

As the Company’s lease agreements do not provide a readily determinable implicit rate, nor is the rate available to the Company from its lessors, the Company uses its incremental borrowing rate to determine the present value of the lease payments.

The Company has operating leases that contain variable payments, most commonly in the form of common area maintenance and operating expense charges, which are based on actual costs incurred.

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

These variable payments were not material in amount for the three months ended March 31, 2026 and 2025 .

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

For one of the leases, the shortfall (if any) must be paid to the lessor.

See Note 18 — Commitments and Contingencies .

Warrants liability

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

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

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

Three months ended Nine months ended

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

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

Variable payments included in fuel revenue 839 544 1,984 1,254

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

As of September 30, 2025 and December 31, 2024 , the deferred rent receivable included in accounts receivable, prepaid expenses, and other assets was $ 1,261 and $ 594 , respectively.

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

Rent received in advance consisted of $ 807 and $ 390 as of September 30, 2025 and December 31, 2024 , respectively.

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

4 unchanged sentences

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

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

For the three months ended March 31, 2026 and 2025, the Company did not derive 10% of its revenue from any single tenant.

SHG is classified as a corporation for U.S.

11 unchanged sentences

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

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

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

The Company recorded income tax expense of $ 0 and the effective tax rate was 0.0 % for the three months ended March 31, 2026 and 2025.

The effective income tax rate for the three months ended March 31, 2026 and 2025 differs from the federal statutory rate of 21 % primarily due to a full valuation allowance against net deferred tax assets as it is more likely than not that the deferred tax assets will not be realized due to the cumulative losses sustained by the Company to date.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures .

The amendments in this update apply 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.

The amendments in this update are effective for annual periods beginning after December 15, 2024.

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

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

In November 2024, the FASB issued ASU No.

9 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.

Pursuant to provisions within the Master Indenture of the Series 2021 Bonds, as defined in Note 8 — Bonds payable, loans payable, and interest , the Company invests the funds held in the restricted trust bank accounts in various U.S.

Treasury securities.

Therefore, such investments are reported as “Restricted investments” in the accompanying consolidated balance sheets.

Treasury securities that 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.

Investments of the funds held in the restricted trust bank accounts associated with the Series 2021 Bonds and the Series 2026 Bonds, as defined in Note 10 — Bonds payable, loans payable, and interest , are reported as “Restricted investments” in the accompanying consolidated balance sheets.

Such investments are classified as available-for-sale or held-to-maturity at the time of investment.

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

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

The Company has not recognized an allowance for expected credit losses related to its investments or restricted investments as the Company has not identified any unrealized losses attributable to credit factors during the three and nine months ended September 30, 2025 .

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

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

As of March 31, 2026 , the Company has the ability and intent to hold these restricted investments until maturity, and as a result, the Company would not expect the value of these investments to decline significantly due to a sudden change in market interest rates.

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

Treasury securities with comparable maturities on active markets.

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

September 30, 2025

The following tables set forth summaries of the amortized cost, unrealized gains, unrealized losses, and fair value by investment type as of March 31, 2026 and December 31, 2025 :

March 31, 2026

Amortized Cost

2 unchanged sentences

Estimated Fair Value

Investments, available for sale:

Securities available-for-sale:

Restricted investments - U.S.

Treasuries $ 63,473 $ 244 $ - $ 63,717

Total investments $ - $ - $ - $ -

Restricted investments, held-to-maturity:

Total securities available-for-sale $ 63,473 $ 244 $ - $ 63,717

Securities held-to-maturity:

Restricted investments - U.S.

Treasuries 42,824 106 ( 230 ) 42,700

Total restricted investments $ 11,455 $ - $ ( 33 ) $ 11,422

Total securities held-to-maturity $ 42,824 $ 106 $ ( 230 ) $ 42,700

December 31, 2025

3 unchanged sentences

Estimated Fair Value

Investments, available for sale:

Securities available-for-sale:

Restricted investments - U.S.

Treasuries $ - $ - $ - $ -

Total investments $ 18,934 $ 53 $ - $ 18,987

Restricted investments, held-to-maturity:

Total securities available-for-sale $ - $ - $ - $ -

Securities held-to-maturity:

Restricted investments - U.S.

Treasuries 11,453 55 - 11,508

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

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

Restricted Investments

Total securities held-to-maturity $ 11,453 $ 55 $ - $ 11,508

The following table sets forth the maturity profile of the Company’s investments and restricted investments as of March 31, 2026 :

Securities Available-for-Sale

Securities Held-to-Maturity

Due within one year

$ 63,473 $ 15,946

Due one year through five years

$ 63,473 $ 42,824

Cost of Construction and Constructed Assets

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

September 30, 2025

March 31, 2026

December 31, 2025

6 unchanged sentences

Cost of construction:

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

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

$ 85,952 $ 60,837

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

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

Long-lived Assets and Lease Intangible Assets

Depreciation expense for the three months ended March 31, 2026 and 2025 totaled approximately $ 1.6 million and $ 0.8 million, respectively.

Long-lived Assets

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

September 30, 2025

March 31, 2026

December 31, 2025

8 unchanged sentences

$ 22,385 $ 21,356

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

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

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

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

As of September 30, 2025 and December 31, 2024, long-lived assets included approximately $ 3,239 and $ 2,380 , respectively, of purchase deposits towards long-lived assets which are not being depreciated as the assets have not been placed into service.

Depreciation expense for the three months ended March 31, 2026 and 2025 totaled approximately $ 0.4 million and $ 0.3 million, respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled approximately $ 0.2 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and December 31, 2025, long-lived assets included approximately $ 4.1 million and $ 2.7 million, respectively, of purchase deposits towards long-lived assets and construction in progress 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:

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

( 393 ) ( 319 )

Total operating lease expense

Total lease intangible assets

$ 2,636 $ 2,710

Amortization expense for the three and nine months ended September 30, 2025 totaled $ 74 and $ 221 , respectively, of which $ 26 and $ 78 is included within rental revenue within the consolidated statements of operations, respectively.

Supplemental Balance Sheet and Cash Flow Information

Amortization expense for the three months ended March 31, 2026 and 2025 totaled approximately $ 0.1 million and $ 0.1 million, respectively, of which less than $ 0.1 million is included within rental revenue within the consolidated statements of operations for both periods.

Accounts Payable, Accrued Expenses, and Other Liabilities

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

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

Property taxes

Deferred rent and tenant rent received in advance

Tenant security deposits

$ 32,517 $ 37,360

Supplemental Cash Flow Information

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

Nine months ended

September 30, 2025

September 30, 2024

Accrued costs of construction, including capitalized interest

$ 11,109 $ 13,021

Accrued costs of long-lived assets

Debt issuance costs and premium amortized to cost of construction

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

Nine months ended

September 30, 2025

September 30, 2024

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

$ 20,238 $ 59,192

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

The following table summarizes interest paid:

Nine months ended

September 30, 2025

September 30, 2024

Interest paid

$ 7,335 $ 7,496

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

Nine months ended

September 30, 2025

September 30, 2024

Cash, beginning of year

$ 42,442 $ 60,257

Restricted cash, beginning of year

51,917 12,009

Cash and restricted cash, beginning of year

$ 94,359 $ 72,266

Cash, end of period

$ 23,505 $ 3,540

Restricted cash, end of period

12,968 70,627

Cash and restricted cash, end of period

$ 36,473 $ 74,167

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

Leases — Lessee

The table below sets forth a summary of operating lease expense for the three months ended March 31, 2026 and 2025 recorded in the captions within our consolidated statement of operations:

Three months ended

Nine months ended

September 30, 2025

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

March 31, 2026

March 31, 2025

Ground lease expenses

4 unchanged sentences

$ 4,131 $ 3,096

The Company’s ground leases at airports are classified as operating leases under ASC Topic 842.

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.

The Company’s lease population does not include any residual value guarantees.

The Company has operating leases that contain variable payments, most commonly in the form of common area maintenance and operating expense charges, which are based on actual costs incurred.

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

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

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

For one of the leases, the shortfall (if any) must be paid to the lessor.

See Note 15 — Commitments and Contingencies .

The Company’s ground leases have remaining terms ranging between 16 to 73 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 January 2025, the Company executed a lease amendment with respect to its ground lease at APA to add an approximately 1 acre parcel of land to the existing lease (the “APA Lease Amendment”).

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

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

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

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

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

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

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

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

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

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

In January 2026, the Company, through an indirect, wholly-owned subsidiary of the Company, executed a lease amendment with respect to its ground lease at SWF to add an approximately 10 acre parcel of land to the existing lease (the “SWF Lease Amendment”).

The land associated with the SWF Lease Amendment became immediately available for possession in January 2026 and is co-terminus with the other parcel covered by the Company's ground lease at SWF.

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

Nine months ended

September 30,

Three months ended

Cash paid for amounts included in measurement of lease liabilities:

5 unchanged sentences

Weighted Average Remaining Lease Term (in years)

September 30, 2025

March 31, 2026

December 31, 2025

15 unchanged sentences

Office leases

4.82 % 4.82 %

All operating leases

2 unchanged sentences

6.82 % 6.75 %

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

The Company’s future minimum lease payments required under leases as of March 31, 2026 were as follows:

Year Ending December 31,

6 unchanged sentences

$ 196,624 $ 111

The Company leases the hangar facilities that it constructs or rents from municipal landlords to third -party tenants.

These leases have been classified as operating leases.

The Company does not have any leases classified as sales-type or direct financing leases.

Lease agreements with tenants are either on a month-to-month basis or have a defined term with an option to extend the term.

The defined term leases vary in length from one to ten years with options to renew for additional term(s) given to the lessee.

There are no options given to the lessee to purchase the underlying assets.

The leases may contain variable fees, most commonly in the form of tenant reimbursements, which are recoveries of the common area maintenance and operating expenses of the property and are recognized as income in the same period as the expenses are incurred.

The leases did not have any initial direct costs.

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

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

Leases — Lessor

Tenant leases to which the Company is the lessor require the following non-cancelable future minimum lease payments from tenants as of March 31, 2026 :

Year Ending December 31,

1 unchanged sentence

2026 (remainder of year)

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 three months ended March 31, 2026 and 2025 recorded in the captions within our consolidated statement of operations:

Three months ended

March 31, 2026

March 31, 2025

Variable payments included in rental revenue

Variable payments included in fuel revenue

Total variable payments included in revenue

$ 1,241 $ 751

March 31, 2026

December 31, 2025

, the deferred rent receivable included in accounts receivable, prepaid expenses, and other assets was approximately $ 1.8 million and $ 1.5 million, respectively.

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

Such liabilities consisted of approximately $ 6.5 million and $ 6.6 million as of

March 31, 2026

December 31, 2025

, respectively.

Bonds payable, Loans payable, and Interest

Bonds payable

On May 20, 2021, Sky formed a new wholly-owned subsidiary, Sky Harbour Capital LLC (“SHC”), as a parent corporation to its wholly-owned subsidiaries that operate each of the aircraft hangar development sites under its ground leases.

SHC and these subsidiaries form an Obligated Group (the “Obligated Group” or the “Borrowers”) under a series of bonds that were issued in September 2021 with a principal amount of $ 166.3 million (the “Series 2021 Bonds”).

The members of the Obligated Group are jointly and severally liable under the Series 2021 Bonds.

SHG and its other subsidiaries are not members of the Obligated Group and have no obligation to repay the bonds.

The Series 2021 Bonds are payable pursuant to a loan agreement dated September 1, 2021 between the Public Finance Authority (of Wisconsin) and the Borrowers.

The payments by the Borrowers under the loan agreement are secured by a Senior Master Indenture Promissory Note, Series 2021 - 1 issued by the Obligated Group under an indenture (the “Master Indenture”).

The obligations of the Borrowers are collateralized by certain leasehold and subleasehold deeds of trust or mortgages on the Borrowers’ interests in the development sites and facilities being constructed at each airport where the Borrowers hold ground leases.

In addition, the Borrowers have assigned, pledged and granted a first priority security interest in all funds held under the Master Indenture and all right, title and interest in the gross revenues of the Borrowers.

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

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

$ 21.1 million bearing interest at 4.00 %, due July 1, 2036;

$ 30.4 million bearing interest at 4.00 %, due July 1, 2041;

and $ 114.8 million bearing interest at 4.25 %, due July 1, 2054.

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

The bond premium is being amortized as a reduction of interest expense over the life of the bond.

Interest is payable on each January 1 and July 1, commencing January 1, 2022.

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

On March 22, 2023 , SHC elected to modify the scope of the Series 2021 Bonds pursuant to the terms of the Master Indenture, in order to reallocate a portion of the proceeds of the Series 2021 Bonds to its project site located at ADS (the “ADS Project”) .

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

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

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

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

September 30, 2025

The following table summarizes the Company’s bonds and loans payable as of March 31, 2026 and December 31, 2025 :

March 31, 2026

December 31, 2025

Maturity Dates

Contractual Interest Rates Principal Amount

Carrying Value

Principal Amount

Carrying Value

Bonds payable:

Series 2021 Bonds Principal

$ 166,340 $ 166,340

Premium on bonds

Bond proceeds

166,589 166,589

Debt issuance costs

( 4,753 ) ( 4,753 )

Accumulated amortization of debt issuance costs and accretion of bond premium

Total Bonds payable, net

Series 2021 Bonds

July 2036 - July 2054

4.00 - 4.25% $ 166,340 $ 162,862 $ 166,340 $ 162,815

Tax-Exempt Warehouse Facility

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total Commitment Utilization

Commitment Fee Rate

2 <75% but ≥ 50%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Series 2026 Bonds

Subject to Mandatory Tender January 2031 6.00 % 150,000 146,659 - -

Total bonds payable 316,340 309,521 166,340 162,815

Loans payable and finance leases:

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

September 30, 2025 December 31, 2024

Maturity Dates

Weighted-Average Interest Rates

December 2025

7.66 % $ 6,066 8.43 % $ 7,224

Equipment loans

August 2026 - September 2028

Term Loan Facility September 2030 80 % of (SOFR + 0.1%) + 2.00% 19,416 19,416 - -

Yorkville Promissory Note 1 June 2027 7.75 % 15,000 14,578 15,000 14,430

Yorkville Promissory Note 2 June 2027 7.75 % 10,000 9,684 - -

Vista Loan December 2035 Prime + 0.25 % 6,045 5,938 6,090 5,980

Equipment Loan August 2026 3.79 % 5 5 9 9

Finance Leases August 2026 - July 2027 6.82 % 111 111 125 125

Total loans payable and finance leases 50,577 49,732 21,224 20,544

Total bonds and loans payable

$ 366,917 $ 359,253 $ 187,564 $ 183,359

Finance leases

August 2026 - July 2027

The Company’s contractual principal payments required under its bonds payable and loans payable as of March 31, 2026 were as follows:

Year Ending December 31,

Bonds Payable

Loans Payable

2026 (remainder of year)

316,340 5,573

Total Loans payable and finance leases

$ 316,340 $ 50,466

Interest Expense

The following table sets forth the details of interest expense:

Three months ended

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

$ 3,690 $ 1,873

1 unchanged sentence

Accretion of bond premium and amortization of debt issuance costs

121 51 218 102

Total interest incurred

2,063 1,973 5,902 3,953

capitalized interest

2 unchanged sentences

$ 1,296 $ 138

The Company uses derivative financial instruments to manage its interest rate risk associated with its variable-rate term loan facility in an aggregate principal amount of up to $ 200 million (the “Term Loan Facility”) with JPMorgan Chase Bank, N.A.

The Company does not enter into derivative transactions for speculative or trading purposes.

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 following table reflects the fair value of the Swap Agreement as of March 31, 2026 and December 31, 2025 :

Balance sheet location:

March 31, 2026 December 31, 2025

Asset derivatives:

Accounts receivable, prepaid expenses, and other assets $ 5 $ 2

The Swap Agreement is not designated as a hedging instrument.

The Company records cash settlements and changes in fair value associated with the Swap Agreement as a component of interest expense within the consolidated statement of operations.

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.

Term Loan Facility Amendments

On January 8, 2026, Sky Harbour Capital II LLC (“SH Capital II”), an indirect, wholly-owned subsidiary of the Company, entered into an amendment (the “Amendment”) to the Term Loan Facility.

The Amendment amended the Term Loan Facility to provide for, among other things, conditions under which surplus funds, as defined in the Amendment (the “Term Loan Facility Surplus Funds”), may be released to SH Capital II and its special purpose subsidiaries (the “Term Loan Borrowers”).

Also on January 8, 2026, subsidiaries of the Company that own existing and future hangar campuses at CMA and BDL were added to the borrowing base of the Term Loan Facility.

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

In addition, Sky Harbour Holdings III LLC (“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 may be utilized by Sky, as discussed below.

Provided certain conditions within the Amendment are met, the Amendment permits the Term Loan Borrowers to distribute or otherwise transfer such Term Loan Facility 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 Term Loan 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 Term Loan Facility 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 Term Loan 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 Term Loan 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 associated with the Term Loan Facility, 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 Term Loan Facility.

As of March 31, 2026, there was approximately $ 180.6 million of availability under the Term Loan Facility, subject to borrowing base restrictions.

2026 Yorkville Promissory Note

On January 27, 2026, 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 $ 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 issued 40,000 shares of Class A Common Stock to Yorkville.

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.

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

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

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

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

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

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

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

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

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

No Warrants were exercised during the three months ended March 31, 2026 .

As of March 31, 2026 , 15,798,155 Warrants remain outstanding.

The closing price of the Warrants was $ 0.70 and $ 0.65 per warrant on March 31, 2026 and December 31, 2025 , respectively.

The aggregate fair value of the outstanding Warrants was approximately $ 11.1 million and $ 10.3 million as of March 31, 2026 and December 31, 2025 , respectively.

During the three months ended March 31, 2026 and 2025, the Company recorded unrealized losses associated with the change in fair value of the Warrants of approximately $ 0.8 million and $ 2.5 million, respectively.

Common Equity

As of September 30, 2025 , there were 33,897,274 and 42,046,356 shares of Class A Common Stock and Class B Common Stock outstanding, respectively.

As of March 31, 2026 , there were 34,257,855 and 42,046,356 shares of Class A Common Stock and Class B Common Stock outstanding, respectively.

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

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

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

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

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

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

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

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

On December 31, 2025, 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.

The Company is not obligated to sell any shares under the ATM Agreement or the A&R ATM Agreement.

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

During the three months ended March 31, 2026, the Company sold 47,371 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $ 10.07 .

Non-controlling interests

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

The LLC Interests’ ownership in Sky is presented as non-controlling interests within the Equity section of the consolidated balance sheet as of March 31, 2026 and represents the Sky Common Units held by holders other than SHG.

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

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

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

As of March 31, 2026 , the LLC interests owned approximately 55.1 % of the Sky Common Units outstanding.

Equity Compensation

Restricted Stock Units (“RSUs”)

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

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

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

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

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

In February 2026, the Company granted time-based RSUs to certain employees, consultants, and non-employee directors under the Company’s 2022 Incentive Award Plan.

1,015,450 time-based awards were granted at a grant date fair value of $ 8.97 , which will vest ratably over a four -year period beginning on the first anniversary of the grant date and ending on February 18, 2030.

During the three months ended March 31, 2026 and 2025, the Company recognized stock compensation expense of approximately $ 1.3 million and $ 1.0 million, respectively, associated with all RSU awards.

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

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

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

As of March 31, 2026, there are 1,691,935 unvested RSUs outstanding with a weighted average grant date fair value of $ 9.51 .

The unrecognized compensation costs associated with all unvested RSUs at March 31, 2026 was approximately $ 15.1 million that is expected to be recognized over a weighted-average future period of 3.3 years.

Non-qualified Stock Options (“NSOs”)

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The options were valued at $ 5.19 using a Black -Scholes pricing model.

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

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

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

Sky Incentive Units

The Company recognized equity-based compensation expense relating to awarded equity units of Sky (the “Sky Incentive Units”) of $ 0 and $ 75 for the three and nine months ended September 30, 2025 , respectively, and $ 45 and $ 136 for the three and nine months ended September 30, 2024 , respectively.

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

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

During the three months ended March 31, 2026 and 2025, the Company recognized stock compensation expense of approximately $ 0.3 million and $ 0.2 million, respectively, associated with all NSO awards.

The unrecognized compensation costs associated with all unvested NSOs at March 31, 2026 was approximately $ 12.3 million that is expected to be recognized over a weighted-average future period of 8.2 years.

Earnings (loss) per Share

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Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Net income (loss)

March 31, 2026

March 31, 2025

$ ( 8,972 ) $ ( 9,126 )

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( 3,394 ) ( 2,750 )

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

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

Net (loss) attributable to LLC Interests

- - ( 8,622 ) -

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

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

Basic weighted average shares of Class A Common Stock outstanding

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

Effect of dilutive exchange of Class B Common Stock

Effect of dilutive exchange of Sky Incentive Units

Effect of dilutive restricted stock

Diluted weighted average shares outstanding

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

( 5,578 ) ( 6,376 )

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

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

34,072 33,665

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

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

$ ( 0.16 ) $ ( 0.19 )

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Three Months Ended

Nine Months Ended

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

March 31, 2026 March 31, 2025

Shares subject to unvested restricted stock units

989 959 757 959

Shares issuable upon the exercise of unvested stock options 2,313 1,125

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Shares issuable upon the exercise and exchange of Sky Incentive Units

1,860 2,156 4 2,156

Accumulated Other Comprehensive Income

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Amounts reclassified to other (income) expense

( 123 ) ( 123 )

Balance as of September 30, 2025

Balance as of March 31, 2026

Unrealized gain on

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( 53 ) ( 53 )

Balance as of September 30, 2024

Balance as of March 31, 2025

Supplemental Cash Flow Information

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

Three months ended

March 31, 2026

March 31, 2025

Accrued costs of construction, including capitalized interest

$ 10,555 $ 13,469

Accrued costs of long-lived assets

Debt issuance costs and premium amortized to cost of construction

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

Three months ended

March 31, 2026

March 31, 2025

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

$ 7,757 $ 2,373

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

The following table summarizes interest paid:

Three months ended

March 31, 2026

March 31, 2025

Interest paid

$ 3,584 $ 3,608

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

Three months ended

March 31, 2026

March 31, 2025

Cash, beginning of year

$ 20,718 $ 42,442

Restricted cash, beginning of year

16,306 51,917

Cash and restricted cash, beginning of year

$ 37,024 $ 94,359

Cash, end of period

$ 12,095 $ 51,134

Restricted cash, end of period

68,988 32,516

Cash and restricted cash, end of period

$ 81,083 $ 83,650

Segment Information

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

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

As of March 31, 2026, the Company drives revenue entirely within the United States and manages the business activities on a consolidated basis.

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

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Commitments and Contingencies

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

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

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

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

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

In addition to the lease payment commitments discussed in Note 8 — 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.

Minimum Spend Commitment

Timeframe Commitments

$20.0 million of capital improvements.

Complete minimum spend commitment within 60 months of the effective date of the lease.

$14.6 million of capital improvements.

Complete construction within 36 months of receiving all permitting documents.

$30.0 million of capital improvements.

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

$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.

$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.

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

$8.1 million of capital improvements.

Complete minimum spend commitment within 15 years of lease commencement.

$40.0 million of capital improvements.

$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 construction 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 is various legal proceedings and claims in the ordinary course of its business.

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.

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

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

As of March 31, 2026 and December 31, 2025 , the Company had loaned a total of $ 1.1 million and $ 1.1 million, respectively, to such company, the balance of which is presented as a component of accounts receivable, prepaid expenses, and other assets within the Company’s consolidated balance sheet.

Echo Echo Agreement

On September 20, 2021, the Company entered into a non-exclusive agreement with Echo Echo, LLC, a related party to the Founder and CEO, for the use of a Beechcraft Baron G58 aircraft.

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.

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

For the three and nine months ended September 30, 2024 , the Company recognized $ 108 and $ 195 of expense associated such agreement, respectively.

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

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 0.1 million and $ 0.1 million of expense, respectively, within pursuit and marketing expenses under the terms of this agreement.

The related liability is included in Accounts payable, accrued expenses and other liabilities within the consolidated balance sheet as of March 31, 2026 .

Other Relationships

For the three and nine months ended September 30, 2025 , the Company recognized $ 12 and $ 21 of expense, respectively, for consulting services, to a company that employed the Chief Financial Officer until prior to July 1, 2021.

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

For the three months ended March 31, 2026 and 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.

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

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

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

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

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

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

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

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

During the three months ended March 31, 2026 and 2025, the Company incurred $ 0 and $ 3.4 million of construction costs associated with the General Contractor at its APA Phase I project, respectively.

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

During the three months ended March 31, 2026 and 2025, the Company incurred $ 0 of construction costs associated with such services.

All such costs are capitalized and included as a component of cost of construction within the consolidated balance sheet as of March 31, 2026 .

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

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

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

During three months ended March 31, 2026 the allocated costs from the General Contractor to Ascend were less than $ 0.1 million.

Subsequent Events

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

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

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

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

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

On April 17, 2026, the subsidiary of the Company that owns a hangar campus at SLC was added to the borrowing base of the Term Loan Facility.

Subsequently, the Company drew funds of approximately $ 14 million under the Term Loan Facility in order to reimburse the Parent for prior advances associated with capital expenditures at SLC and certain other general corporate purposes.

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

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These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in the Form 10-K.

These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Form 10-K.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These risks and others described in the Form 10-K may not be exhaustive.

These risks and others described in our Form 10-K may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus.

In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

Overview and Background

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

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

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

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

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

The physical footprint of the U.S.

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

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

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

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

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

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

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

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

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

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

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

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

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

The table below presents certain information with respect to our portfolio of ground leases as of March 31, 2026 .

Location (City, State)

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Village of Wheeling and City of Prospect Heights

Fort Worth Meacham International Airport

Fort Worth, TX

City of Fort Worth

Hillsboro Airport

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County of Duchess

King County International Airport (Boeing Field)

Long Beach Airport

Long Beach, CA

Los Angeles, CA

City of Long Beach

Miami-Opa Locka Executive Airport

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Square Footage

September 30, 2025

March 31, 2026

Economic Occupancy at

March 31, 2026 (1)

December 2020

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Existing facility

Total/Weighted Average

Economic Occupancy is measured as the total square footage of aircraft subject to leases divided by the total rentable square footage of the designated property.

The square footage of individual aircraft is calculated by multiplying its respective length (i.e., from its nose to its tail) by its wingspan.

We believe we can achieve Economic Occupancy in excess of 100% in our semi-private hangars due to stacking considerations and the manner in which we price such semi-private leases.

Occupancy and Economic Occupancy are key performance indicators which may be calculated in a manner different than similar key performance indicators used by other issuers.

These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance.

PROPERTIES IN DEVELOPMENT

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In Construction

Predevelopment

In Development

CMA (Sky 805 Redevelopment)

Predevelopment

In Development

In Construction

In Development

Predevelopment

In Development

In Construction

In Development

Predevelopment

In Development

Predevelopment

In Development

Predevelopment

In Development

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In Development

In Construction

In Development

694.0 - 767.8

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

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

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

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

Recent Developments

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Factors That May Influence Future Results of Operations

Airfield and Tenant Portfolio Growth

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

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

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

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The level and volatility of fuel prices may also impact the general aviation industry and our ability to attract and retain tenants.

For example, during the first quarter of 2026, fuel prices increased significantly as a result of ongoing geopolitical events and market disruptions.

At our ADS, APA, and CMA HBO campuses, we are directly exposed to fluctuations in fuel prices, which could have have a material effect on our operating results at such campuses.

Due to the competitive nature of our industry, we cannot predict the impact periods of high volatility in fuel prices or significant disruptions in the supply of aircraft fuel will have on our ability to attract and retain tenants.

In addition, our ability to attract and retain customers may be dependent on other factors outside of our control, including the future trend of private aircraft sizes and the availability of alternative hangars, including size, location and/or services provided.

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Construction Material Costs and Labor

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

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

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

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

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

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

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

This order became effective on March 12, 2025.

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

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

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

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

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

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

Tariffs and retaliatory tariffs announced by the U.S.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Elevated interest rates would impact our overall economic performance.

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

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Current Capital Requirements and Future Expenditures for Expansion

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Operating Expenses

In addition to changes in our revenue, our operating results are affected by, among other things, the level of our operating expenses.

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

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

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

For the three months ended March 31, 2026 and 2025, we recognized expense related to ground leases of approximately $4.0 million and $2.9 million, respectively.

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

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Net Income (Loss)

The presentation of net income provides a measure of performance which are useful for investors, analysts and other interested parties in company-to-company operating performance comparisons.

The presentation of net income provides a measure of performance which is useful for investors, analysts and other interested parties in company-to-company operating performance comparisons.

Adjusted EBITDA

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See the section titled “Non-GAAP Financial Measures” below for more information and reconciliations to the most directly comparable GAAP financial measure.

Net Cash Provided From (Used In) Operating Activities

We focus on measures designed to monitor cash flow, including net cash provided from (used in) operating activities.

The presentation of net cash provided from (used in) operating activities provides a measure of performance which are useful for investors, analysts and other interested parties in company-to-company operating performance comparisons.

Net Cash Provided By (Used In) Operating Activities

We focus on measures designed to monitor cash flow, including net cash provided by (used in) operating activities.

The presentation of net cash provided by (used in) operating activities provides a measure of performance which is useful for investors, analysts and other interested parties in company-to-company operating performance comparisons.

Critical Accounting Policies and Estimates

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Actual results could differ materially from those estimates.

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

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

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

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

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

Recent Accounting Pronouncements

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Results of Operations

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

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

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

Three months ended

September 30, 2025

September 30, 2024

Rental revenue

Total revenue

Campus operating expenses

Fuel expenses

Ground lease expenses

Depreciation and amortization

Pursuit and marketing expenses

Employee compensation and benefits

General and administrative expenses

Total expenses

Operating loss

Other (income) expense:

Interest expense

Unrealized (gain) loss on warrants

Total other (income) expense

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

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

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

The approximately $1.1 million, or 193%, increase was primarily the result of fuel sales at our CMA hangar campus, where our fuel revenues and related expenses are recognized on a gross basis.

Operating Expenses

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

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

Other campus operating expenses increased approximately $0.4 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at CMA and SJC, where our operations commenced in December 2024 and April 2024, respectively.

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

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

Ground lease expenses increased approximately $1.0 million, or 42%, from approximately $2.5 million for the three months ended September 30, 2024 , to approximately $3.5 million for the three months ended September 30, 2025 .

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

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

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

Operating Expenses - Continued

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

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

Employee compensation and benefits expenses increased approximately $1.9 million, or 61%, to $5.0 million for the three months ended September 30, 2025 , as compared to approximately $3.1 million for the three months ended September 30, 2024 .

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

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

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

The approximately $0.4 million increase was primarily driven by slight increases in professional fees and technology costs due to the expansion of the business and headcount, offset by a slight decrease in corporate insurance premiums.

Other (Income) Expense

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

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

Nine months ended September 30, 2025 Compared to the Nine months ended September 30, 2024

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

Nine months ended

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Rental revenue

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Interest expense

Unrealized (gain) loss on warrants

Unrealized loss on warrants

Total other (income) expense

Net income (loss)

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

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

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

The approximately $2.8 million, or 226%, increase was primarily the result of fuel sales at our CMA hangar campus, where our fuel revenues and related expenses are recognized on a gross basis.

Rental revenues for the three months ended March 31, 2026 were approximately $6.5 million, compared to approximately $4.5 million for the three months ended March 31, 2025 .

The $2.0 million, or 46%, increase was primarily the result of operations at our DVT, APA, and ADS hangar campuses, which commenced operations throughout the year ended December 31, 2025, and the cumulative impact of increased occupancy at our BNA, OPF, and SJC hangar campuses.

Fuel revenues for the three months ended March 31, 2026 were approximately $2.2 million, compared to approximately $1.1 million for the three months ended March 31, 2025 .

The approximately $1.1 million, or 97%, increase was primarily the result of a $0.8 million increase in fuel sales at our CMA, ADS, and APA hangar campuses, where our fuel revenues and related expenses are recognized on a gross basis.

Other fuel revenue increased by approximately $0.3 million, which was primarily driven by an increase in fuel gallons uplifted at our BNA, OPF, and SJC hangar campuses due to increased occupancy.

Operating Expenses

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

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $1.8 million, primarily driven by headcount increases associated with the commencement of operations at our DVT, APA, and ADS hangar campuses, the acquisition of a hangar campus at CMA during December 2024, and the commencement of operations at our SJC hangar campus in April 2024.

Other campus operating expenses increased approximately $1.5 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at CMA where our operations commenced in December 2024, and start-up expenses associated with our DVT, APA, and ADS hangar campuses .

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

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

Ground lease expenses increased approximately $4.0 million, or 68%, from approximately $6.0 million for the nine months ended September 30, 2024 , to approximately $10.0 million for the nine months ended September 30, 2025 .

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

Depreciation and amortization increased approximately $2.4 million, or 127%, for the nine months ended September 30, 2025 , as compared to the nine months ended September 30, 2024 .

Campus operating expenses increased approximately $0.7 million, or 37%, from approximately $1.9 million for the three months ended March 31, 2025 , to approximately $2.6 million for the three months ended March 31, 2026 .

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.2 million, primarily driven by headcount increases associated with the commencement of operations at our DVT, APA, and ADS hangar campuses throughout the year ended December 31, 2025.

Other campus operating expenses increased approximately $0.5 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at DVT, APA, and ADS.

Fuel expenses for the three months ended March 31, 2026 were approximately $1.1 million, compared to approximately $0.7 million for the three months ended March 31, 2025 .

The approximately $0.4 million, or 57%, increase was primarily the result of an increase in the cost of fuel of approximately $0.4 million, driven by the impact of recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses.

Ground lease expenses increased approximately $1.1 million, or 36%, from approximately $2.9 million for the three months ended March 31, 2025 , to approximately $4.0 million for the three months ended March 31, 2026 .

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

Depreciation and amortization for the three months ended March 31, 2026 was approximately $2.0 million, as compared to approximately $1.1 million for the three months ended March 31, 2025 .

The approximately $0.9 million, or 79%, increase was primarily driven by the commencement of operations at our DVT and ADS campuses during the three months ended June 30, 2025, and the commencement of operations at our APA campus during the three months ended September 30, 2025.

Operating Expenses - Continued

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

The approximately $0.4 million, or 29%, increase was primarily the result of investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Employee compensation and benefits expenses increased approximately $3.4 million, or 34%, to $13.5 million for the nine months ended September 30, 2025 , as compared to approximately $10.1 million for the nine months ended September 30, 2024 .

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

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

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

The approximately $0.7 million increase was primarily driven by slight increases in professional fees and technology costs due to the expansion of the business and headcount, offset by a slight decrease in corporate insurance premiums.

Pursuit and marketing expenses for the three months ended March 31, 2026 were approximately $0.6 million, compared to approximately $0.6 million for the three months ended March 31, 2025 .

The 7% increase was primarily the result of increased marketing spend and our investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Employee compensation and benefits expenses increased approximately $0.1 million, or 3%, to $4.3 million for the three months ended March 31, 2026 , as compared to approximately $4.2 million for the three months ended March 31, 2025 .

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

For the three months ended March 31, 2026 and 2025, other general and administrative expenses were approximately $1.1 million and approximately $1.0 million, respectively.

The approximately $0.1 million, or 11%, increase was primarily driven by increases in professional fees and technology costs due to the expansion of the business and headcount, offset by a slight decrease in corporate insurance premiums.

Other (Income) Expense

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

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

Other expense decreased from approximately $2.3 million for the three months ended March 31, 2025 , to approximately $2.0 million for the three months ended March 31, 2026 .

The decrease was primarily due to an approximately $1.7 million difference in the mark-to-market adjustment of the outstanding warrants at March 31, 2026 as compared to March 31, 2025 offset by an approximately $1.2 million increase in interest expense due to higher indebtedness and an approximately $0.3 million decrease in interest income.

Non-GAAP Financial Measures

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

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

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

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

We believe this non-GAAP financial measure provide investors, analysts and other interested parties useful information to evaluate our business performance as the removal of certain non-cash expenses and income, they facilitate company-to-company operating performance comparisons.

We believe this non-GAAP financial measure provides investors, analysts, and other interested parties useful information to evaluate our business performance as the removal of certain non-cash expenses and income facilitates company-to-company operating performance comparisons.

While we believe this non-GAAP financial measure is useful in evaluating our business, it should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP.

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Three months ended

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Net income (loss)

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Our long-term liquidity requirements include lease payments under our ground leases with airport authorities, repaying principal and interest on outstanding borrowings, funding the construction costs of our hangar campus development projects (see “— Construction Material Costs and Labor ”), funding for operations, and paying accrued expenses.

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

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

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

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

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

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

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

Our ability to access the equity and debt capital markets will depend on multiple factors as well, including general market conditions for real estate companies, our degree of leverage, the trading price of our common stock and debt and market perceptions about our Company.

Our cash deposits may exceed the amount of insurance provided on such deposits.

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

Treasury securities as of September 30, 2025 .

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

September 30, 2025

Treasury securities as of March 31, 2026 .

The following table summarizes our cash and cash equivalents, restricted cash, investments, and restricted investments as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

December 31, 2025

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Total cash, restricted cash, investments, and restricted investments

Warehouse Facility

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

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

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

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

Private Activity Bonds

Series 2026 Bonds

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

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

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

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

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

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

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

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

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

Series 2021 Bonds

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

The Series 2021 Bonds are comprised of three maturities:

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

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

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

Term Loan Facility

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

The Credit Agreement provides for, among other things, the Term Loan Facility.

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

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

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

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

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

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

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

In October 2025, we entered into an interest rate swap (the “Swap Agreement”) for notional amounts of up to $200 million, based on predetermined notional schedule agreement as defined in the Swap Agreement.

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

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

Loans will be secured by the real estate underlying the Hangar Projects, pledges of equity interests and certain revenues of SH Capital II and the special purpose subsidiaries (the “Term Loan Borrowers”).

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

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

Yorkville Promissory Notes

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

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

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

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

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

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

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

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

Private Placement and Securities Purchase Agreements

2024 Private Placement and Securities Purchase Agreement

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

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

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

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

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

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

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

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

See “Note 13 — Equity ” in the Notes to Consolidated Financial Statements for additional information regarding the 2024 Purchase Agreement.

2023 Private Placement and Securities Purchase Agreement

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

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

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

At-the-Market Facility

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

We will pay B.

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

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

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

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

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

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

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

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

Private Activity Bonds

On September 14, 2021, SHC completed an issuance through the Public Finance Authority (Wisconsin) of $166.3 million of Senior Special Facility Revenue Bonds (Aviation Facilities Project), Series 2021 (the “PABs”).

The PABs are comprised of three maturities:

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

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

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

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

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

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

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

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

During the three months ended March 31, 2026, the Company sold 47,371 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $10.07.

As of March 31, 2026, ATM Shares having an aggregate gross sales price of up to approximately $97.3 million remain available for issuance under the A&R ATM Agreement.

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

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

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

Debt Covenants

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

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

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

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

To the extent that SHC does not comply with these covenants, an event of default or cross-default may occur under one or more agreements, and we or our subsidiaries may be restricted in our ability to pay dividends, issue new debt or access our leased facilities.

The PABs are collateralized on a joint and several basis with the property and revenues of all SHC subsidiaries and their assets financed or to be financed from the proceeds of the PABs.

Covenants in the PABs require SHC to maintain a debt service coverage ratio (as defined in the relevant documents) of at least 1.25 for each applicable test period, commencing with the quarter ending December 31, 2024.

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

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

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

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

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

The Series 2021 Bonds are collateralized on a joint and several basis with the property and revenues of all SHC subsidiaries and their assets financed or to be financed from the proceeds of the Series 2021 Bonds.

Covenants in the Series 2021 Bonds require SHC to maintain a debt service coverage ratio (as defined in the relevant documents) of at least 1.25 for each applicable test period, commencing with the quarter ending December 31, 2024.

The Series 2021 Bonds are subject to a Continuing Disclosure Agreement whereby SHC is obligated to provide electronic copies of (i) monthly construction reports, (ii) quarterly reports containing quarterly financial information of SHC and (iii) annual reports containing audited consolidated financial statements of SHC to the Municipal Securities Rulemaking Board.

As of March 31, 2026 , we were in compliance with all debt covenants.

Lease Commitments

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

The Company’s future minimum lease payments required under leases as of March 31, 2026 were as follows:

Year Ending December 31,

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We do not maintain any off-balance sheet arrangements.

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

Nine months ended

September 30, 2025

September 30, 2024

The following table summarizes our sources and uses of cash for the three months ended March 31, 2026 and 2025 (in thousands):

Three months ended

March 31, 2026

March 31, 2025

Cash and restricted cash at beginning of period

Net cash used in operating activities

Net cash (used in) provided by investing activities

Net cash (used in) provided by financing activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Cash and restricted cash at end of period

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

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

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

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

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

Net cash used in operating activities was approximately $3.9 million for the three months ended March 31, 2026 , as compared to cash used in operating activities of approximately $5.1 million for the same period in 2025 .

The approximately $1.1 million decrease in cash used in operating activities was primarily attributable to an approximately $1.2 million decrease in net loss, net of non-cash adjustments, offset by an unfavorable change in working capital of approximately $0.1 million.

The decrease in net loss, net of non-cash adjustments was primarily driven by the impact of increases in revenue from our operations at DVT, APA, and ADS.

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

Investing Activities

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

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

The decrease of approximately $52.7 million of cash provided by investing activities was driven primarily by a decrease in proceeds received from held-to-maturity investments of approximately $69.1 million, and an increase of capital expenditures of approximately $10.8 million, offset by an approximately $18.5 million decrease in purchases of available for sale investments for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 .

Net cash used in investing activities was approximately $126.9 million for the three months ended March 31, 2026 , as compared to cash used in investing activities of approximately $4.5 million for the same period in 2025 .

The increase of approximately $122.4 million of cash used in investing activities was driven primarily by an increase in purchases of available-for-sale and held-to-maturity securities of $63.9 million due to the investment of certain Series 2026 Bonds proceeds, a decrease in proceeds received from available-for-sale investments of approximately $49.9 million, and an increase of capital expenditures of approximately $8.4 million.

Financing Activities

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

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

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

Net cash provided by financing activities was approximately $174.9 million for the three months ended March 31, 2026 , as compared to net cash used in financing activities of approximately $1.2 million for the same period in 2025 .

The approximately $176.1 million increase in net cash used in financing activities was primarily driven by proceeds received from the issuance of the Series 2026 Bonds of $150.0 million and approximately $29.0 million of proceeds received from the Term Loan Facility and 2026 Yorkville Promissory Note.

These were offset by an increase of $3.9 million in payments for debt issuance costs.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-Q

Item 1. Financial Statements