Form 8-K

8-K — Sky Harbour Group Corp

Accession: 0001437749-26-028678

Filed: 2026-08-21

Period: 2026-08-21

CIK: 0001823587

SIC: 6500 (REAL ESTATE)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ysac20260821c_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1007925.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 21, 2026

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39648

85-2732947

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

136 Tower Road, Suite 205

Westchester County Airport

White Plains, NY

10604

(Address of principal executive offices)

(Zip Code)

(212) 554-5990

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each

exchange on

which registered

Class A common stock, par value $0.0001 per share

SKYH

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

SKYH WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On August 21, 2026, Sky Harbour Group Corporation, a Delaware corporation (the “Company”), issued a press release (the “Press Release”) which announced the entry into the Stock Purchase Agreement (as defined below). A copy of the Press Release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The furnishing of the Press Release is not an admission as to the materiality of any information therein. The information contained in the Press Release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and the Press Release shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01. Other Events.

On August 21, 2026, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with M-COR Capital LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Company agreed to sell 1,000,000 shares of its Class A common stock, $0.0001 par value per share (the “Common Stock”), to the Investor in a registered direct offering at a purchase price of $10.00 per share. The Company expects the offering to close on or before August 26, 2026, subject to customary closing conditions. The Company expects to receive aggregate gross proceeds of approximately $10.0 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 before August 26, 2026.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number

Exhibit Title

99.1

Press Release dated August 21, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 21, 2026

SKY HARBOUR GROUP CORPORATION

By:

/s/ Tal Keinan

Name:

Tal Keinan

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1007925.htm · Sequence: 2

ex_1007925.htm

Exhibit 99.1

Sky Harbour Announces Increase to Recent Registered Direct Common Stock Placement, Updates Investor Conference Calendar, and Announces Filing of Construction Reports

WEST HARRISON, N.Y.--(BUSINESS WIRE)--Sky Harbour Group Corporation (NYSE: SKYH, SKYH WS) (“SHG” or the “Company”), an aviation infrastructure company building the first nationwide network of Home Base Operator (“HBO”) campuses for business aircraft, announced its calendar of investor conferences for the next two months, the filing of its monthly construction reports and a $10 million increase of its recent registered direct common stock placement with an additional strategic investor.

Investor Conference Calendar

●

Boston Omaha (NYSE: BOC) Annual Shareholder Meeting on August 21, 2026. As part of BOC’s annual shareholder meeting, representatives of the Company will attend and present today an overview of the economics behind the Company’s business model. The presentation was filed yesterday with the SEC and is accessible at the following link:

https://www.sec.gov/Archives/edgar/data/1823587/000143774926028634/ysac20260819_8k.htm

●

Evercore Virtual Real Estate Investor Conference on September 9-11, 2026.

●

Lake Street Capital Markets 10th Annual Best Ideas Growth Conference in New York, NY on September 9-10, 2026.

●

D.A. Davidson Annual Diversified Industrials & Services Conference in Nashville, TN on September 23-25, 2026.

●

Noble Capital Markets Virtual Equity Investor Conference on October 1–2, 2026.

●

Maxim Group Annual Growth Summit in New York, NY on October 13–14, 2026.

Construction Reports

●

As per the Continuing Disclosure Agreements with the Series 2021 and Series 2026 bondholders, we filed yesterday with EMMA/MSRB our monthly construction reports for Portfolio I and Portfolio II. Please see the following links to access the filings:

https://emma.msrb.org/P22083138-P21582524-P22043785.pdf

https://emma.msrb.org/P22083158-P21582534-P22043795.pdf

Equity Issuance Upsized

●

The Company has executed a third stock purchase agreement as part of the Registered Direct Common Stock Placement that closed last week. An additional one million shares will be sold to M-Cor Capital LLC at $10.00 per share, with the closing expected on or before August 26th, 2026.

●

The two investors in the initial tranche of the Registered Direct Common Stock Placement have provided waivers to the Company’s 90-day lock-up agreement that went into effect last Wednesday. The Company does not expect to seek additional waivers.

●

The additional $10 million in proceeds is expected to be used to support future hangar developments and other corporate purposes.

CEO Tal Keinan commented: “We appreciate our ongoing partnership with M-Cor, and welcome this additional investment. The M-Cor team’s detailed understanding of the Sky Harbour business, together with its standing in the business aviation community, contributes greatly to our Site Acquisition and Leasing missions.”

About Sky Harbour

Sky Harbour Group Corporation is an aviation infrastructure company developing the first nationwide network of Home-Basing campuses for business aircraft. The company develops, leases, and manages general aviation hangar campuses across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate residents with the best physical infrastructure in business aviation, coupled with dedicated service, tailored specifically to based aircraft, offering the shortest time to wheels-up in business aviation. To learn more, visit www.skyharbour.group.

Forward Looking Statements

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, earnings outlook and prospects of SHG, including statements regarding our expectations for future results, our expectations for future ground leases, our plans for future capital raising activity, the transactions contemplated by the letter of intent, our expectations on future construction and development activities and lease renewals, and our plans for future financings. When used in this press release, the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of Sky Harbour Group Corporation (the “Company”) as applicable and are inherently subject to uncertainties and changes in circumstances. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For more information about risks facing the Company, see the Company’s annual report on Form 10-K for the year ended December 31, 2025 and other filings the Company makes with the SEC from time to time. The Company’s statements herein speak only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Sky Harbour Investor Relations: investors@skyharbour.group Attn: Francisco X. Gonzalez

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