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) ~~February~~March 1219, 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))

☐	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 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~February~~March 1219, 2026, Sky Harbour ~~Capital III LLC (the “Borrower”), an indirect, wholly-owned subsidiary of Sky Harbour~~ Group Corporation (the “Company”), completed a $150 million financing through the issuance of Revenue Bonds (Sky Harbour Capital III LLC Aviation Facilities Project), Series 2026 (the “Series 2026 Bonds”). The Series 2026 Bonds were issued ~~by the Public Finance Authority of Wisconsin,~~ a ~~multi-jurisdictional~~press ~~conduit~~release ~~issuer~~ (the “~~Issuer”),~~Press ~~pursuant to a Trust Indenture, dated as of January 1, 2026 (the “Indenture~~Release”) which ~~and~~announced ~~effective~~its asfinancial ofresults ~~February~~for ~~12, 2026, between~~ the ~~Issuer~~year ended ~~and~~December ~~UMB Bank~~31, N2025. A., ascopy ~~trustee (the “Bond Trustee”). The proceeds~~ of the ~~Bonds~~Press ~~were~~Release ~~used~~is tofurnished hereto ~~make a loan (the “Loan”) to the Borrower pursuant to a Loan Agreement, dated~~ as ofExhibit ~~February~~ 99.1, ~~2026 (the “Loan Agreement”), between the Issuer and the Borrower, and assigned~~ to ~~the~~this ~~Bond~~Current ~~Trustee.~~Report ~~The~~on ~~Series~~Form ~~2026~~8-K Bonds were issued in a limited offering (the “Offering”) pursuant to a Limited Offering Memorandum dated January 29, 2026 (the “Limited Offering Memorandum”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or accredited investors within the meaning of Rule 501(a) under the Securities Act. The borrowings under the Loan Agreement are guaranteed (the “Guarantee”) by Sky Harbour LLC, the Company’s primary operating subsidiary (“Sky LLC”), and ~~Sky~~incorporated ~~Harbour~~into ~~Holdings~~this IVItem ~~LLC, a wholly owned subsidiary of the Sky LLC (the “Pledgor”)~~2.02 ~~Pursuant to the Indenture, all of the Issuer’s right, title, and interest in the Loan Agreement (except for certain unassigned rights) were assigned to the Bond Trustee. The Bonds are secured~~ by the Loan Agreement and the residual cash flows of certain of the Company’s projects, and payment of the Bonds is structurally subordinate to the Issuer’s Senior Special Facility Revenue Bonds (Sky Harbour Capital LLC Aviation Facilities Project), Series 2021 (the “Series 2021 Bonds”) and borrowings under the Draw Down Note Facility (as defined below)reference.

~~The~~On ~~Series~~March 19, 2026, ~~Bonds and borrowings under~~ the ~~Loan~~Company ~~Agreement~~furnished ~~bear~~information ~~interest at a rate of 6.000% per year, payable semi-annually~~ in ~~arrears~~the onform ~~January 1 and July 1~~ of ~~each~~an ~~year,~~investor ~~beginning~~presentation ~~on July 1, 2026. The Series 2026 Bonds are subject to mandatory tender for purchase on January 1, 2031~~ (the “~~Mandatory~~Investor ~~Tender Date~~Presentation”), ~~and~~to ~~will~~its ~~mature on July 1~~investors, ~~2060~~analysts, ~~unless earlier exchanged~~shareholders, ~~redeemed~~and orother ~~repurchased.~~parties ~~On the Mandatory Tender Date, holders will be required to tender their Bonds for purchase~~ at a ~~price~~scheduled ~~equal~~investor ~~to 100% of the principal amount thereof plus accrued interest~~meeting. ~~Following~~A ~~such~~copy ~~mandatory~~of ~~tender,~~ the ~~Bonds~~Investor ~~may~~Presentation beis ~~remarketed~~furnished athereto aas ~~new~~Exhibit ~~interest rate or otherwise refinanced~~99.2 ~~Accordingly, although the Series 2026 Bonds have a stated final maturity of July 1, 2060, the Borrower will be required~~ to ~~refinance~~this orCurrent ~~remarket~~Report ~~the~~on ~~Series~~Form ~~2026~~8-K ~~Bonds~~and onincorporated orinto ~~prior~~this toItem ~~January~~2.02 1,by ~~2031~~reference.

The ~~principal~~furnishing ~~amount~~ of the Press Release ~~Loan~~and Investor Presentation is ~~$150~~not ~~million~~an admission as to the materiality of any information therein. The ~~Company~~information ~~intends~~contained toin ~~use~~ the Press Release ~~proceeds~~and ~~from~~Investor ~~the~~Presentation is ~~Loan,~~summary ~~together~~information ~~with~~that ~~other~~is ~~available~~intended ~~funds,~~to ~~including~~be ~~draws~~considered ~~from~~in the ~~Company’s~~context ~~existing~~of ~~term~~more ~~loan~~complete ~~facility~~information included in anthe ~~aggregate~~Company’s ~~principal~~filings ~~amount~~with ofthe upU.S. toSecurities ~~$200~~and ~~million~~Exchange Commission (the “~~Drawdown Note Facility~~SEC”), toand ~~(i)~~other ~~finance~~public orannouncements ~~refinance,~~that ~~directly~~the orCompany ~~indirectly,~~has ~~all~~made orand amay ~~portion~~make offrom ~~the~~time ~~construction,~~to ~~equipping~~time ~~and/~~by press release or ~~improvement~~otherwise. ofThe ~~all~~Company orundertakes ano ~~portion~~duty ofor ~~certain~~obligation ~~aircraft~~to ~~storage~~update ~~facilities~~or ~~(collectively,~~revise the ~~“2026~~information ~~Projects”);~~contained ~~(ii)~~in ~~fund~~this areport, ~~deposit~~although toit ~~the~~may ~~debt~~do ~~service~~so ~~reserve~~from ~~fund~~time ~~for~~to ~~the~~time ~~Series~~as ~~2026~~its ~~Bonds;~~management ~~(iii)~~believes ~~pay~~is ~~capitalized~~appropriate. ~~interest~~Any onsuch ~~the~~updating ~~Loan;~~may ~~and~~be ~~(iv)~~made ~~pay~~through the ~~costs~~filing of ~~issuance~~other ofreports ~~the~~or ~~Series~~documents ~~2026~~with ~~Bonds~~the ~~and~~SEC, ~~entry~~through press releases ~~into~~or ~~the~~through ~~Loan~~other ~~Agreement~~public disclosures.

The ~~Series~~information ~~2026~~contained ~~Bonds~~in ~~are~~this ~~subject~~Item to2.02, ~~(a)~~including ~~optional~~Exhibits ~~redemption~~99.1 atand ~~the~~99.2 ~~discretion~~hereto, ofshall ~~the~~not ~~Borrower~~be atdeemed ~~any~~“filed” ~~time~~for onpurposes orof ~~after~~Section ~~January~~18 1of the Securities Exchange Act of 1934, as ~~2030~~amended at(the “Exchange aAct”) ~~redemption~~, ~~price~~or ~~equal~~otherwise subject to the ~~principal~~liabilities ~~amount~~of ~~plus~~that ansection ~~applicable~~or ~~premium~~Sections ~~and~~11 ~~accrued~~ and ~~unpaid~~12(a)(2) ~~interest~~of to the ~~redemption~~Securities ~~date~~Act of 1933, as amended (bthe “Securities Act”) ~~mandatory~~. The ~~redemption~~information ~~upon~~contained in this Item 2.02, in the ~~occurrence~~Press ofRelease, aand ~~determination~~in ofthe Investor ~~taxability~~Presentation shall ofnot be incorporated by reference in any filing under the ~~Series~~Securities ~~2026~~Act ~~Bonds~~or the Exchange Act, ~~and~~except ~~(c)~~as ~~mandatory~~shall ~~sinking~~be ~~fund~~expressly ~~redemption~~set ~~beginning~~forth by specific reference in ~~2056~~any such filing.

~~The~~Cautionary ~~Borrower~~Statement ~~expects~~Regarding toForward-Looking ~~meet~~Statements its payment obligations under the Loan Agreement from funds to the extent available and permitted to be released under the master trust indenture with respect to the Series 2021 Bonds and the Drawdown Note Agreement. Interest is capitalized through January 1, 2029.

~~The~~This ~~Indenture~~Current ~~and~~Report on Form 8-K includes “forward-looking statements” within the ~~Loan~~meaning ~~Agreement~~of ~~provide~~the ~~for~~safe ~~customary~~harbor ~~events~~provisions of ~~default~~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,” ~~all~~“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 ~~Indenture~~“Risk ~~and~~Factors” section of the ~~Loan~~Company’s ~~Agreement~~Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the SEC.

The Limited Offering Memorandum is available on the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website (https://emma.msrb.org/). The information found on, or accessible through, the foregoing website is not incorporated into, and does not form a part of, this Current Report on Form 8-K or any other report of document the Company files with or furnished to the Securities and Exchange Commission.

The foregoing descriptions of the Indenture and the Loan Agreement are qualified in their entirety by reference to full text of such agreements, which are filed as exhibits 10.1 and 10.2 to this Current Report on Form 8-k.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

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
10.1	Trust Indenture, dated as of January 1, 2026, by and between the Public Finance Authority of Wisconsin and UMB Bank, N.A., as bond trustee.
99.1	Press Release dated March 19, 2026.
10.2	Loan Agreement, dated as of January 1, 2026, by and among the Public Finance Authority of Wisconsin and Sky Harbour Capital III LLC.
99.2	Investor Presentation dated March 19, 2026.
10.3	Guaranty of Sky Harbour, LLC in favor of UMB Bank, N.A.
10.4	Guaranty of Sky Harbour Holdings IV LLC in favor of UMB Bank, N.A.
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: ~~February~~March 1819, 2026

	SKY HARBOUR GROUP CORPORATION

	By:	/s/ Tal Keinan
	Name:	Tal Keinan
	Title:	Chief Executive Officer

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