What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-14 · 447 added, 188 removed, 1104 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2026

June 30, 2026

December 31, 2025

26 unchanged sentences

Warrants liability

11,059 10,269

Total liabilities

4 unchanged sentences

$ 0.0001 par value;

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

10,000,000 shares authorized as of June 30, 2026;

none issued and outstanding

1 unchanged sentence

200,000,000 shares authorized;

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

34,510,324 and 33,989,673 shares issued and outstanding as of June 30, 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 March 31, 2026 and December 31, 2025, respectively

42,046,356 and 42,046,356 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

15 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Rental revenue

$ 7,030 $ 5,225 $ 13,523 $ 9,685

2,825 1,363 5,057 2,495

Total revenue

9,855 6,588 18,580 12,180

Campus operating expenses

2,379 2,226 4,953 4,109

Fuel expenses

1,867 923 3,022 1,657

Ground lease expenses

3,857 3,568 7,810 6,472

Depreciation and amortization

2,119 1,479 4,086 2,578

Pursuit and marketing expenses

665 585 1,287 1,165

Employee compensation and benefits

4,614 4,294 8,957 8,533

General and administrative expenses

1,122 1,041 2,205 2,018

Total expenses

16,623 14,116 32,320 26,532

Operating loss

( 6,768 ) ( 7,528 ) ( 13,740 ) ( 14,352 )

Other (income) expense:

Interest expense

Unrealized loss on warrants

1,337 133 2,633 271

Unrealized gain on warrants

( 3,792 ) ( 21,801 ) ( 3,002 ) ( 19,274 )

Other expense (income)

55 ( 216 ) ( 30 ) ( 579 )

Total other (income) expense

( 2,400 ) ( 21,884 ) ( 399 ) ( 19,582 )

( 4,368 ) 14,356 ( 13,341 ) 5,230

Net loss attributable to non-controlling interests

( 3,131 ) ( 3,097 ) ( 6,525 ) ( 5,847 )

Net loss attributable to Sky Harbour Group Corporation shareholders

$ ( 1,237 ) $ 17,453 $ ( 6,816 ) $ 11,077

Loss per share

$ ( 0.04 ) $ 0.52 $ ( 0.20 ) $ 0.33

$ ( 0.04 ) $ 0.18 $ ( 0.20 ) $ 0.07

Weighted average shares

34,457 33,827 34,266 33,747

34,457 77,867 34,266 77,768

See accompanying Notes to Unaudited Consolidated Financial Statements

3 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net (loss) income

$ ( 4,368 ) $ 14,356 $ ( 13,341 ) $ 5,230

1 unchanged sentence

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

Total comprehensive loss

( 244 ) - ( 244 ) ( 53 )

Total comprehensive (loss) income

$ ( 4,612 ) $ 14,426 $ ( 13,341 ) $ 5,247

See accompanying Notes to Unaudited Consolidated Financial Statements

7 unchanged sentences

Balance at December 31, 2025

33,989,673 $ 3 42,046,356 $ 4 $ 173,514 $ ( 45,774 ) $ - 127,747 $ 44,219 $ 171,966

Share-based compensation

- - - - 1,602 - - 1,602 - 1,602

Vesting of restricted stock units

261,825 - - - - - - - - -

Shares withheld for payment of employee taxes

( 81,014 ) - - - ( 654 ) - - ( 654 ) - ( 654 )

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

47,371 - - - 465 - - 465 - 465

Shares issued as debt issuance costs

40,000 - - - 362 - - 362 - 362

Other comprehensive income

- - - - - - 244 244 - 244

- - - - - ( 5,578 ) - ( 5,578 ) ( 3,394 ) ( 8,972 )

Balance at March 31, 2026

34,257,855 $ 3 42,046,356 $ 4 $ 175,289 $ ( 51,352 ) $ 244 $ 124,188 $ 40,825 $ 165,013

Share-based compensation

- - - - 1,816 - - 1,816 - 1,816

Vesting of restricted stock units

79,878 - - - - - - - - -

Shares withheld for payment of employee taxes

( 22,521 ) - - - ( 226 ) - - ( 226 ) - ( 226 )

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

195,112 - - - 2,019 - - 2,019 - 2,019

Payment of equity issuance costs

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

Other comprehensive loss

- - - - - - ( 244 ) ( 244 ) - ( 244 )

- - - - - ( 1,237 ) - ( 1,237 ) ( 3,131 ) ( 4,368 )

Balance at June 30, 2026

34,510,324 $ 3 42,046,356 $ 4 $ 178,878 $ ( 52,589 ) $ - $ 126,296 $ 37,694 $ 163,990

Accumulated Other

3 unchanged sentences

Balance at December 31, 2024

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

Share-based compensation

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

Vesting of restricted stock units

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

Shares withheld for payment of employee taxes

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

Payment of equity issuance costs

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

Exchange of Sky Incentive Units

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

Other comprehensive loss

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

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

Balance at March 31, 2025

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

Share-based compensation

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

Vesting of restricted stock units

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

Shares withheld for payment of employee taxes

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

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

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

See accompanying Notes to Unaudited Consolidated Financial Statements

2 unchanged sentences

(in thousands)

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

Cash flows from operating activities:

Net (loss) income

$ ( 13,341 ) $ 5,230

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

2 unchanged sentences

Straight-line rent adjustments, net

( 782 ) ( 465 )

Equity-based compensation

3 unchanged sentences

Loss on disposition of assets

Unrealized loss on warrants

Unrealized gain on warrants

( 3,002 ) ( 19,274 )

Changes in operating assets and liabilities:

Accounts receivable, prepaid expenses, and other assets

( 431 ) ( 272 )

Accounts payable, accrued expenses, and other liabilities

Net cash used in operating activities

( 3,433 ) ( 5,994 )

Cash flows from investing activities:

Purchases of long-lived assets

( 2,426 ) ( 6,221 )

Payments for cost of construction

( 62,232 ) ( 39,429 )

Proceeds from disposition of long-lived assets

1 unchanged sentence

Purchases of available for sale investments

( 83,533 ) ( 164,640 )

Purchases of held-to-maturity investments

Proceeds from available for sale investments

83,542 152,699

Proceeds from held-to-maturity investments

Net cash used in investing activities

( 96,008 ) ( 54,803 )

Cash flows from financing activities:

3 unchanged sentences

Principal payments for loans payable and finance leases

( 105 ) ( 871 )

Payments for debt issuance costs

Payments for equity issuance costs

( 20 ) ( 90 )

Payments of employee taxes related to vested equity awards

( 881 ) ( 777 )

Net cash provided by (used in) financing activities

226,443 ( 1,457 )

Net increase (decrease) in cash and restricted cash

127,002 ( 62,254 )

Cash and restricted cash, beginning of period

37,024 94,359

Cash and restricted cash, end of period

$ 164,026 $ 32,105

See accompanying Notes to Unaudited Consolidated Financial Statements

1 unchanged sentence

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

(in thousands, except share data)

Organization and Business Operations

Sky Harbour Group Corporation (“SHG”) is a holding company organized under the laws of the State of Delaware and, through its main operating subsidiary, Sky Harbour LLC and its subsidiaries (collectively, “Sky”), is an aviation infrastructure development company that develops, leases and manages general aviation hangars for business aircraft across the United States.

Sky Harbour Group Corporation and its consolidated subsidiaries are collectively referred to as the “Company.”

Sky Harbour Group Corporation (“SHG”) is a holding company organized under the laws of the State of Delaware and, through its main operating subsidiary, Sky Harbour LLC and its subsidiaries (collectively, “Sky”), is an aviation infrastructure development company that develops, constructs, leases, and manages general aviation hangars for business aircraft across the United States.

SHG and its consolidated subsidiaries are collectively referred to as the “Company.”

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 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”).

As of June 30, 2026 , SHG owned approximately 45.1 % of the Sky Common Units and the prior holders of Sky Common Units (the “LLC Interests”) owned approximately 54.9 % 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

47 unchanged sentences

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

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

These variable payments were not material in amount for the three and six months ended June 30, 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.

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

For the three and six months ended June 30, 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 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.

The Company recorded income tax expense of $ 0 and the effective tax rate was 0.0 % for the three and six months ended June 30, 2026 and 2025.

The effective income tax rate for the three and six months ended June 30, 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

15 unchanged sentences

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

The Company has not recognized an allowance for expected credit losses related to its investments or restricted investments as the Company has not identified any unrealized losses attributable to credit factors during the three months ended March 31, 2026 .

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

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.

As of June 30, 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 March 31, 2026 and December 31, 2025 :

March 31, 2026

The following tables set forth summaries of the amortized cost, unrealized gains, unrealized losses, and fair value by investment type as of June 30, 2026 and December 31, 2025 :

June 30, 2026

Amortized Cost

23 unchanged sentences

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 :

The following table sets forth the maturity profile of the Company’s investments and restricted investments as of June 30, 2026 :

Securities Available-for-Sale

1 unchanged sentence

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:

March 31, 2026

June 30, 2026

December 31, 2025

Constructed assets, net of accumulated depreciation:

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

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

$ 322,189 $ 277,473

3 unchanged sentences

Cost of construction:

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

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

$ 84,163 $ 60,837

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

Depreciation expense for the three and six months ended June 30, 2026 totaled approximately $ 1.7 million and $ 3.2 million, respectively.

Depreciation expense for the three and six months ended June 30, 2025 totaled approximately $ 1.2 million and $ 2.0 million, respectively.

Long-lived Assets

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

March 31, 2026

June 30, 2026

December 31, 2025

8 unchanged sentences

$ 22,304 $ 21,356

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.

Depreciation expense for the three and six months ended June 30, 2026 totaled approximately $ 0.4 million and $ 0.7 million, respectively.

Depreciation expense for the three and six months ended June 30, 2025 totaled approximately $ 0.3 million and $ 0.5 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 and six months ended June 30, 2026 , respectively.

Capitalized depreciation of long-lived assets included in cost of construction totaled approximately $ 0.1 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026 and December 31, 2025, long-lived assets included approximately $ 3.5 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:

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

$ 2,562 $ 2,710

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.

Amortization expense for the three and six months ended June 30, 2026 totaled approximately $ 0.1 million and $ 0.1 million, respectively.

Amortization expense for the three and six months ended June 30, 2025 totaled approximately $ 0.1 million and $ 0.1 million, respectively.

Less than $ 0.1 million of amortization expense is included within rental revenue within the consolidated statements of operations for all periods presented.

Accounts Payable, Accrued Expenses, and Other Liabilities

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

March 31, 2026

June 30, 2026

December 31, 2025

8 unchanged sentences

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:

The table below sets forth a summary of operating lease expense for the three and six months ended June 30, 2026 and 2025 recorded in the captions within our consolidated statement of operations:

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Ground lease expenses

1 unchanged sentence

Fuel expenses

135 173 268 337

General and administrative expenses

8 unchanged sentences

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

Three months ended

Six months ended

Cash paid for amounts included in measurement of lease liabilities:

5 unchanged sentences

Weighted Average Remaining Lease Term (in years)

March 31, 2026

June 30, 2026

December 31, 2025

19 unchanged sentences

6.90 % 6.75 %

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

The Company’s future minimum lease payments required under leases as of June 30, 2026 were as follows:

Year Ending December 31,

7 unchanged sentences

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 :

Tenant leases to which the Company is the lessor require the following non-cancelable future minimum lease payments from tenants as of June 30, 2026 :

Year Ending December 31,

4 unchanged sentences

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

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

The table below sets forth a summary of variable payments for the three and six months ended June 30, 2026 and 2025 recorded in the captions within our consolidated statement of operations:

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Variable payments included in rental revenue

$ 523 $ 411 $ 942 $ 736

Variable payments included in fuel revenue

862 616 1,692 1,145

Total variable payments included in revenue

$ 1,385 $ 1,027 $ 2,634 $ 1,881

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

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

Such liabilities totaled approximately $ 6.2 million and $ 6.6 million as of

June 30, 2026

December 31, 2025

1 unchanged sentence

Bonds payable, Loans payable, and Interest

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

March 31, 2026

The following table summarizes the Company’s bonds and loans payable as of June 30, 2026 and December 31, 2025 :

June 30, 2026

December 31, 2025

21 unchanged sentences

$ 417,255 $ 410,099 $ 187,564 $ 183,359

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

The Company’s contractual principal payments required under its bonds payable and loans payable as of June 30, 2026 were as follows:

Year Ending December 31,

4 unchanged sentences

$ 316,340 $ 100,819

As of June 30, 2026 and December 31, 2025, the fair value of the Company's Series 2021 Bonds was approximately $ 141.8 million and $ 140.8 million, respectively.

As of June 30, 2026, the fair value of the Company's Series 2026 Bonds was approximately $ 155.3 million .

The fair value of the Company's bonds is estimated utilizing Level 2 inputs including prices for the bonds on inactive markets.

The Term Loan Facility and the Vista Loan bear interest at a floating rate based on an index plus a spread, and the Yorkville Promissory Notes carry short-term maturities.

As such, the Company believes the carrying value of such debt approximates their respective fair value.

Interest Expense

1 unchanged sentence

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

$ 5,040 $ 1,868 $ 8,729 $ 3,741

1 unchanged sentence

Accretion of bond premium and amortization of debt issuance costs

758 49 1,443 98

Total interest incurred

6,025 1,917 10,661 3,839

capitalized interest

6 unchanged sentences

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 :

The following table reflects the fair value of the Swap Agreement as of June 30, 2026 and December 31, 2025 :

Balance sheet location:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Asset derivatives:

24 unchanged sentences

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

Term Loan Facility

First Amendment to Term Loan Facility

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.

4 unchanged sentences

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.

Second Amendment to Term Loan Facility

On June 29, 2026, SH Capital II entered into an amendment (the “Second Amendment”) to the Term Loan Facility.

The Second Amendment amends the Term Loan Facility to permit the Company to request a borrowing not to exceed $ 20 million under the Term Loan Facility (the “OPF Phase II Borrowing”) for the purpose of financing or reimbursing costs incurred by Sky Harbour Opa Locka Airport LLC (the “OPF Phase II Owner”) in connection with the second phase of its construction project at Miami-Opa Locka Executive Airport (the “OPF Phase II Project”).

Under the terms of the Second Amendment, the OPF Phase II Project was not added to the borrowing base of the Term Loan Facility, nor did the OPF Phase II Owner become a Borrower.

Subsequently, on June 29, 2026, SH Capital II requested and borrowed the OPF Phase II Borrowing of $ 20 million.

The Second Amendment requires that the Company make cash contributions to one or more of the Borrowers in an aggregate amount of not less than $ 20 million (the “Term Loan Facility Replenishment”) to fund eligible capital expenditures associated with the Portfolio II Projects.

The Company is permitted to utilize the cash proceeds of the Series 2026 Bonds to fulfill the requirements of the Term Loan Facility Replenishment.

Pursuant to the Second Amendment the Borrowers have agreed not to create or permit a lien on the Company's hangar campus at SJC or its equity interests therein, or income derived therefrom, until the Term Loan Facility Replenishment is complete.

The OPF Phase II Borrowing and the obligations under the Term Loan Facility Replenishment are also subject to the customary condition that there not be any default under the Term Loan Facility.

The Borrowers’ obligations with respect to the Term Loan Facility Replenishment have been guaranteed by the Company and by Sky Harbour Holdings II LLC.

Other Term Loan Facility Activity

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.

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.

As of June 30, 2026, there was approximately $ 130.2 million of availability under the Term Loan Facility, subject to borrowing base restrictions.

2026 Yorkville Promissory Note

18 unchanged sentences

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

No Warrants were exercised during the three 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.

No Warrants were exercised during the three and six months ended June 30, 2026 and 2025 .

As of June 30, 2026 , 15,798,155 Warrants remain outstanding.

The closing price of the Warrants was $ 0.46 and $ 0.65 per warrant on June 30, 2026 and December 31, 2025 , respectively.

The aggregate fair value of the outstanding Warrants was approximately $ 7.3 million and $ 10.3 million as of June 30, 2026 and December 31, 2025 , respectively.

During the three months ended June 30, 2026 and 2025, the Company recorded unrealized gains associated with the change in fair value of the Warrants of approximately $ 3.8 million and $ 21.8 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company recorded unrealized gains associated with the change in fair value of the Warrants of approximately $ 3.0 million and $ 19.3 million, respectively.

Common Equity

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.

As of June 30, 2026 , there were 34,510,324 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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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 .

During the three months ended June 30, 2026 , the Company sold 195,112 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $ 10.60 .

During the six months ended June 30, 2026 , the Company sold 242,483 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $ 10.49 .

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 March 31, 2026 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 June 30, 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 March 31, 2026 , the LLC interests owned approximately 55.1 % of the Sky Common Units outstanding.

As of June 30, 2026 , the LLC interests owned approximately 54.9 % of the Sky Common Units outstanding.

Equity Compensation

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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.

During the three and six months ended June 30, 2026 , the Company recognized stock compensation expense of approximately $ 1.4 million and $ 2.7 million, respectively, associated with all RSU awards.

During the three and six months ended June 30, 2025 , the Company recognized stock compensation expense of approximately $ 1.1 million and $ 2.1 million, respectively, associated with all RSU awards.

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

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.

As of June 30, 2026, there are 1,558,859 unvested RSUs outstanding with a weighted average grant date fair value of $ 9.54 .

The unrecognized compensation costs associated with all unvested RSUs at June 30, 2026 was approximately $ 13.5 million that is expected to be recognized over a weighted-average future period of 3.1 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 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.

During the three and six months ended June 30, 2026 , the Company recognized stock compensation expense of approximately $ 0.4 million and $ 0.7 million, respectively, associated with all NSO awards.

During the three and six months ended June 30, 2025 , the Company recognized stock compensation expense of approximately $ 0.2 million and $ 0.4 million, respectively, associated with all NSO awards.

The unrecognized compensation costs associated with all unvested NSOs at June 30, 2026 was approximately $ 12.0 million that is expected to be recognized over a weighted-average future period of 7.9 years.

Earnings (loss) per Share

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Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net (loss) income

$ ( 4,368 ) $ 14,356 $ ( 13,341 ) $ 5,230

1 unchanged sentence

( 3,131 ) ( 3,097 ) ( 6,525 ) ( 5,847 )

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

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

( 1,237 ) 17,453 ( 6,816 ) 11,077

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

Net loss attributable to non-controlling interests

- ( 3,097 ) - ( 5,847 )

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

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

( 1,237 ) 14,356 ( 6,816 ) 5,230

Basic weighted average shares of Class A Common Stock outstanding

34,457 33,827 34,266 33,747

Effect of dilutive exchange of Class B Common Stock

- 42,046 - 42,046

Effect of dilutive exchange of Sky Incentive Units

- 1,859 - 1,857

Effect of dilutive restricted stock units

Diluted weighted average shares outstanding

34,457 77,867 34,266 77,768

(Loss) earnings per share of Class A Common Stock – Basic

$ ( 0.04 ) $ 0.52 $ ( 0.20 ) $ 0.33

(Loss) earnings per share of Class A Common Stock – Diluted

$ ( 0.04 ) $ 0.18 $ ( 0.20 ) $ 0.07

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

Three Months Ended

March 31, 2026 March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Shares subject to unvested restricted stock units

1,559 962 1,559 978

Shares issuable upon the exercise of unvested stock options

2,313 1,125 2,313 1,125

Shares issuable upon the exercise of Warrants

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Shares issuable upon the exercise and exchange of Sky Incentive Units

1,860 1 1,860 3

Accumulated Other Comprehensive Income

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Amounts reclassified to other (income) expense

Balance as of March 31, 2026

( 244 ) ( 244 )

Balance as of June 30, 2026

Unrealized gain on

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( 53 ) ( 53 )

Balance as of March 31, 2025

Balance as of June 30, 2025

Supplemental Cash Flow Information

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

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

Accrued costs of construction, including capitalized interest

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

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

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

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

( 2,274 ) 1,070

The following table summarizes interest paid:

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

June 30, 2025

Interest paid

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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

Six months ended

June 30, 2026

June 30, 2025

Cash, beginning of year

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

As of June 30, 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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Timeframe Commitments

$20.0 million of capital improvements.

CMA CMA Phase I $20.0 million of capital improvements.

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

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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 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.

As of June 30, 2026 and December 31, 2025 , the Company had loaned a total of $ 1.2 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

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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 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 .

For the three and six months ended June 30, 2026 , the Company recognized approximately $ 0.1 million and $ 0.2 million of expense, respectively, within pursuit and marketing expenses under the terms of this agreement.

For the three and six months ended June 30, 2025 , the Company recognized approximately $ 0.2 million and $ 0.3 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 June 30, 2026 .

Other Relationships

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.

For the three and six months ended June 30, 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”).

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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.

During the three and six months ended June 30, 2025, the Company incurred $ 2.3 million and $ 5.7 million of construction costs associated with the General Contractor at its APA Phase I project, 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 .

During the three and six months ended June 30, 2026 , the Company incurred $ 0.1 million and $ 0.1 million, respectively, of construction costs associated with such services.

During the three and six months ended June 30, 2025, the Company incurred $ 0.1 million and $ 0.1 million of construction costs associated with the ADS Phase II development project, respectively.

All such costs are capitalized and included as a component of cost of construction within the consolidated balance sheet as of June 30, 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 months ended March 31, 2026 the allocated costs from the General Contractor to Ascend were less than $ 0.1 million.

During the three and six months ended June 30, 2026 the allocated costs from the General Contractor to Ascend were less than $ 0.1 million and $ 0.1 million, respectively.

During the three and six months ended June 30, 2025 the allocated costs from the General Contractor to Ascend were $ 0 .

Subsequent Events

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.

On August 10, 2026, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 4,000,000 shares of its Class A Common Stock in a registered direct offering at a purchase price of $ 10.00 per share.

The Company expects the offering to close on or about August 12, 2026, subject to customary closing conditions.

The Company expects to receive aggregate gross proceeds of approximately $ 40.0 million from the offering, before deducting offering-related expenses.

The Company intends to use the net proceeds for general corporate purposes.

The offering is expected to be conducted pursuant to the Company's effective shelf registration statement on Form S- 3 (Registration No.

333 - 278275 ), including a base prospectus dated April 10, 2024 and a prospectus supplement dated on or about August 12, 2026.

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

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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 March 31, 2026 .

The table below presents certain information with respect to our portfolio of ground leases as of June 30, 2026 .

Location (City, State)

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Wappingers Falls, NY

County of Duchess

County of Dutchess

Long Beach Airport

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Square Footage

March 31, 2026

June 30, 2026

Economic Occupancy at

March 31, 2026 (1)

June 30, 2026 (1)

December 2020

November 2022

February 2023

February 2023 / May 2026

September 2025

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In Development

In Construction

6 unchanged sentences

In Development

In Construction

In Development

In Construction

In Development

In Construction

In Development

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Recent Developments

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.

On August 10, 2026, we entered into a securities purchase agreement with certain purchasers, pursuant to which we agreed to sell an aggregate of 4,000,000 shares of its Class A Common Stock in a registered direct offering at a purchase price of $10.00 per share.

We expect the offering to close on or about August 12, 2026, subject to customary closing conditions.

We expect to receive aggregate gross proceeds of approximately $40.0 million from the offering, before deducting offering-related expenses.

We intend to use the net proceeds for general corporate purposes.

Factors That May Influence Future 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.

For example, during the first half 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 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.

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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 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.

While the Federal Reserve reduced interest rates during 2025, it has since paused its rate-cutting cycle and has indicated the potential for interest rate hikes in the future.

Interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude any future interest rate decisions 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.

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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.

For the six months ended June 30, 2026 and 2025, we recognized expense related to ground leases of approximately $7.8 million and $6.5 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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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

We utilize Adjusted EBITDA to evaluate our operating and financial performance, which is supplemental in nature and a financial measure not calculated in accordance with GAAP.

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

We believe Adjusted EBITDA is useful for investors, analysts and other interested parties as it provides a view of our operating performance, analyzes our ability to meet debt service obligations, and facilitates company-to-company operating performance comparisons by excluding potential differences caused by variations in capital structures, the age and book depreciation of assets, and equity-based incentive plans.

Our method of calculating Adjusted EBITDA may differ from that utilized by other companies and therefore its comparability may be limited.

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 By (Used In) Operating Activities

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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.

Non-GAAP Financial Measures

To supplement our results presented in accordance with GAAP, we utilize several non-GAAP financial measures that exclude or adjust certain items.

These non-GAAP financial measures are detailed in the section “— Non-GAAP Financial Measures ” below.

Critical Accounting Policies and Estimates

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Results of Operations

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

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 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

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Rental revenue

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Unrealized loss on warrants

Other expense (income)

Total other (income) expense

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 .

Rental revenues for the three months ended June 30, 2026 were approximately $7.0 million, compared to approximately $5.2 million for the three months ended June 30, 2025 .

The $1.8 million, or 35%, increase was primarily the result of the completion of OPF Phase II during the three months ended June 30, 2026 and the cumulative impact of increased occupancy at our BNA, DVT, and ADS hangar campuses.

Fuel revenues for the three months ended June 30, 2026 were approximately $2.8 million, compared to approximately $1.4 million for the three months ended June 30, 2025 .

The approximately $1.4 million, or 100%, increase was primarily the result of a $1.2 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.

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Operating Expenses

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 .

Campus operating expenses increased approximately $0.2 million, or 9%, from approximately $2.2 million for the three months ended June 30, 2025 , to approximately $2.4 million for the three months ended June 30, 2026 .

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.1 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 $0.1 million, primarily driven by the expansion of operations at OPF during the three months ended June 30, 2026.

Fuel expenses for the three months ended June 30, 2026 were approximately $1.9 million, compared to approximately $0.9 million for the three months ended June 30, 2025 .

The approximately $1.0 million, or 111%, increase was primarily the result of an increase in the cost of fuel of approximately $1.0 million, driven by the impact recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses and increased volatility in fuel prices.

Ground lease expenses increased approximately $0.3 million, or 8%, from approximately $3.6 million for the three months ended June 30, 2025 , to approximately $3.9 million for the three months ended June 30, 2026 .

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

Depreciation and amortization for the three months ended June 30, 2026 was approximately $2.1 million, as compared to approximately $1.5 million for the three months ended June 30, 2025 .

The approximately $0.6 million, or 40%, increase was primarily driven by the commencement of operations at our OPF Phase II campus during the three months ended June 30, 2026, the commencement of operations at our ADS campus during the three months ended June 30, 2025 and the commencement of operations at our APA campus during the three months ended September 30, 2025.

Operating Expenses - Continued

Pursuit and marketing expenses for the three months ended June 30, 2026 were approximately $0.7 million, compared to approximately $0.6 million for the three months ended June 30, 2025 .

The 17% 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 $0.3 million, or 7%, to $4.6 million for the three months ended June 30, 2026 , as compared to approximately $4.3 million for the three months ended June 30, 2025 .

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

For the three months ended June 30, 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 10%, 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 decreased from approximately $21.9 million for the three months ended June 30, 2025 , to approximately $2.4 million for the three months ended June 30, 2026 .

The decrease was primarily due to an approximately $18.0 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2026 as compared to June 30, 2025 , an approximately $1.2 million increase in interest expense due to higher indebtedness, and an approximately $0.3 million decrease in interest income.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 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).

Six months ended

June 30, 2026

June 30, 2025

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 loss on warrants

Total other (income) expense

Rental revenues for the six months ended June 30, 2026 were approximately $13.5 million, compared to approximately $9.7 million for the six months ended June 30, 2025 .

The $3.8 million, or 39%, increase was primarily the result of operations at our APA and ADS hangar campuses, which commenced operations throughout the year ended December 31, 2025, the completion of OPF Phase II during the three months ended June 30, 2026, and the cumulative impact of increased occupancy at our BNA, DVT, and SJC hangar campuses.

Fuel revenues for the six months ended June 30, 2026 were approximately $5.1 million, compared to approximately $2.5 million for the six months ended June 30, 2025 .

The approximately $2.6 million, or 104%, increase was primarily the result of a $2.0 million increase in fuel sales at our CMA, ADS, and APA hangar campuses, where our fuel revenues and related expenses are recognized on a gross basis.

Other fuel revenue increased by approximately $0.6 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 $0.9 million, or 22%, from approximately $4.1 million for the six months ended June 30, 2025 , to approximately $5.0 million for the six months ended June 30, 2026 .

Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.4 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 .

Fuel expenses for the six months ended June 30, 2026 were approximately $3.0 million, compared to approximately $1.7 million for the six months ended June 30, 2025 .

The approximately $1.3 million, or 77%, increase was primarily the result of an increase in the cost of fuel of approximately $1.4 million, driven by the impact of recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses and increased volatility in fuel prices, offset by an approximately $0.1 million decrease in other fuel-related expenses.

Ground lease expenses increased approximately $1.3 million, or 20%, from approximately $6.5 million for the six months ended June 30, 2025 , to approximately $7.8 million for the six months ended June 30, 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.

Depreciation and amortization for the six months ended June 30, 2026 was approximately $4.1 million, as compared to approximately $2.6 million for the six months ended June 30, 2025 .

The approximately $1.5 million, or 58%, increase was primarily driven by the commencement of operations at our OPF Phase II campus during the three months ended June 30, 2026, 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 March 31, 2026 were approximately $0.6 million, compared to approximately $0.6 million for the three months ended March 31, 2025 .

Pursuit and marketing expenses for the six months ended June 30, 2026 were approximately $1.3 million, compared to approximately $1.2 million for the six months ended June 30, 2025 .

The 8% 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 .

Employee compensation and benefits expenses increased approximately $0.5 million, or 6%, to $9.0 million for the six months ended June 30, 2026 , as compared to approximately $8.5 million for the six months ended June 30, 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.

For the six months ended June 30, 2026 and 2025, other general and administrative expenses were approximately $2.2 million and approximately $2.0 million, respectively.

The approximately $0.2 million, or 10%, 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 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.

Other income decreased from approximately $19.6 million for the six months ended June 30, 2025 , to approximately $0.4 million for the six months ended June 30, 2026 .

The decrease was primarily due to an approximately $16.3 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2026 as compared to June 30, 2025 , an approximately $2.3 million increase in interest expense due to higher indebtedness and an approximately $0.6 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, 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 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.

In addition, this non-GAAP financial measures may not be the same as a similarly entitled measure reported by other companies, limiting their usefulness as comparative measures.

See below for a reconciliation of net income (loss) to Adjusted EBITDA, as well as “Key Business Metrics” for further discussion of Adjusted EBITDA.

To supplement our results presented in accordance with GAAP, we utilize several non-GAAP financial measures that exclude or adjust certain items.

Our method of calculating these measures may differ from similarly titled measures utilized by other companies and therefore their comparability may be limited.

These non-GAAP financial measures include:

Adjusted EBITDA

A reconciliation of net income (loss) to Adjusted EBITDA is presented below:

We utilize Adjusted EBITDA to evaluate our operating and financial performance, which is supplemental in nature and a financial measure not calculated in accordance with GAAP.

We define Adjusted EBITDA as net income before (i) depreciation and amortization expense, (ii) interest expense, (iii) interest income, (iv) non-cash stock-based compensation expense, (v) non-cash gains and losses resulting from the change in fair value of our liability-classified warrants, (vi) non-cash operating lease expense, (vii) non-cash operating lease income, and (viii) 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.

Adjusted Rental Revenue

Adjusted Rental Revenue is a non-GAAP financial measure defined as rental revenue before the impact of non-cash operating lease income resulting from recognizing lease income on a straight-line basis over the term of the leases.

We believe Adjusted Rental Revenue is useful for investors, analysts, and other interested parties as it provides information about cash rental income earned in a given period by excluding the non-cash income or loss associated with the straight-line recognition of leases under ASC Topic 842.

Adjusted Net Fuel Revenue

Adjusted Net Fuel Revenue is a non-GAAP financial measure defined as fuel revenue net of fuel expenses.

For GAAP purposes, our fueling arrangements may be accounted for on a gross or net basis based on the 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.

Management utilizes Adjusted Net Fuel Revenue to evaluate our operating performance for excluding potential differences caused by differing revenue recognition methods across our operating portfolio.

At our ADS, APA, and CMA hangar campuses, fuel revenue and expense is accounted for on a gross basis under GAAP, whereas the calculation of Adjusted Net Fuel Revenue is more representative of the net margin we earn from fuel sales at such campuses.

We believe Adjusted Net Fuel Revenue is useful for investors, analysts, and other interested parties as it enhances comparability of the net contribution of fuel revenue with prior periods.

Adjusted Total Revenue

Adjusted Total Revenue is a non-GAAP financial measure that is defined as the sum of Adjusted Rental Revenue and Adjusted Net Fuel Revenue.

Refer to “— Adjusted Rental Revenue ” and “— Adjusted Net Fuel Revenue ” above.

Adjusted Campus Operating Expenses

Adjusted Campus Operating Expenses is a non-GAAP financial measure defined as the sum of our reported campus operating expenses and ground lease expenses before the impact of non-cash operating lease expense resulting from recognizing operating lease expense on a straight-line basis over the term of the ground lease.

For GAAP purposes, 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.

As such, our reported operating lease expense may include a significant amount of non-cash expense associated with hangar campuses not currently in operation.

We believe Adjusted Campus Operating Expenses is useful for investors, analysts, and other interest parties as it provides a view of our operating performance at our hangar campuses presently in operation and facilitates period-to-period operating performance comparisons by excluding non-cash operating lease expense.

Adjusted Campus Operating Profit (Loss)

Adjusted Campus Operating Profit (Loss) is a non-GAAP financial measure defined as the sum of Adjusted Rental Revenue and Adjusted Net Fuel Revenue minus Adjusted Campus Operating Expenses.

Management utilizes Adjusted Operating Profit (Loss) to evaluate the operating performance of HBO hangar campuses presently in operation by excluding certain non-cash expenses and income, as well as general and administrative expenses associated with our corporate operations.

We believe Adjusted Campus Operating Profit is useful for investors, analysts, and other interest parties as it provides a view of our operating performance at our hangar campuses presently in operation and facilitates period-to-period operating performance comparisons.

Adjusted Corporate Operating Expenses

Adjusted Corporate Operating Expenses is a non-GAAP financial measure defined as the sum of our reported pursuit and marketing expenses, general and administrative expenses, and employee compensation and benefits before the impact of non-cash stock-based compensation expense.

We believe Adjusted Corporate Operating Expenses is useful for investors, analysts, and other interest parties as it segregates expenses not associated with revenue-generating activities and facilitates period-to-period operating performance comparisons.

A reconciliation of non-GAAP measures to the comparable financial measures calculated in accordance with GAAP is presented below:

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June 30, 2026

June 30, 2025

Net income (loss)

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Interest expense

Other expense (income)

Changes in fair value of warrant liabilities

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Adjusted EBITDA

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June 30, 2025

June 30, 2026

June 30, 2025

Rental revenue

Non-cash operating lease income

Adjusted rental revenue (non-GAAP)

Fuel expenses

Adjusted net fuel revenue (non-GAAP)

Adjusted total revenue (non-GAAP)

Campus operating expenses

Ground lease expenses

Non-cash operating lease expense

Adjusted campus operating expenses (non-GAAP)

Adjusted campus operating profit (non-GAAP)

Pursuit and marketing expenses

General and administrative expenses

Employee compensation and benefits

Equity-based compensation

Adjusted corporate operating expenses (non-GAAP)

Adjusted EBITDA

Liquidity and Capital Resources

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

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

Our restricted cash is held in trust at major financial institutions pursuant to the respective indentures of the Series 2021 Bonds and Series 2026 Bonds.

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

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

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

Treasury securities as of June 30, 2026 .

The following table summarizes our cash and cash equivalents, restricted cash, investments, and restricted investments as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

December 31, 2025

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

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

We utilize the proceeds of the Series 2026 Bonds, 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;

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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.

As of June 30, 2026, there was approximately $130.2 million of availability under the Term Loan Facility, subject to borrowing base restrictions.

Yorkville Promissory Notes

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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.

During the three months ended June 30, 2026 , the Company sold 195,112 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $10.60.

During the six months ended June 30, 2026 , the Company sold 242,483 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $10.49.

As of June 30, 2026, ATM Shares having an aggregate gross sales price of up to approximately $95.2 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.

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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.

As of June 30, 2026 , we were in compliance with all debt covenants.

Lease Commitments

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

The Company’s future minimum lease payments required under leases as of June 30, 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 three months ended March 31, 2026 and 2025 (in thousands):

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March 31, 2026

March 31, 2025

The following table summarizes our sources and uses of cash for the six months ended June 30, 2026 and 2025 (in thousands):

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June 30, 2025

Cash and restricted cash at beginning 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 $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.

Net cash used in operating activities was approximately $3.4 million for the six months ended June 30, 2026 , as compared to cash used in operating activities of approximately $6.0 million for the same period in 2025 .

The approximately $2.6 million decrease in cash used in operating activities was primarily attributable to an approximately $2.5 million decrease in net loss, net of non-cash adjustments and a favorable 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, ADS, and OPF.

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.

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 $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.

Net cash used in investing activities was approximately $96.0 million for the six months ended June 30, 2026 , as compared to cash used in investing activities of approximately $54.8 million for the same period in 2025 .

The increase of approximately $41.2 million of cash used in investing activities was driven primarily by a decrease in proceeds received from available-for-sale investments of approximately $69.2 million and an increase of capital expenditures of approximately $19.0 million, offset by a decrease in purchases of available-for-sale and held-to-maturity investments of approximately $49.7 million.

Financing Activities

1 unchanged sentence

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

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 .

Net cash provided by financing activities was approximately $226.4 million for the six months ended June 30, 2026 , as compared to net cash used in financing activities of approximately $1.5 million for the same period in 2025 .

The approximately $227.9 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 $78.8 million of proceeds received from the Term Loan Facility and 2026 Yorkville Promissory Note.

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements