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) ~~May~~June 1418, 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 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~June 1418, 2026, Sky Harbour Group Corporation (the “Company”) ~~issued a~~ ~~press~~held ~~release~~its 2026 Annual Meeting of Stockholders (the “~~Press~~Annual ~~Release~~Meeting”) ~~which~~. ~~announced~~At ~~its~~the ~~financial~~Annual ~~results~~Meeting, ~~for~~the Company's stockholders approved an amendment (the ~~three~~“Amendment”) ~~months~~to ~~ended~~the ~~March~~Company's ~~31,~~2022 ~~2026.~~Incentive AAward ~~copy~~Plan (the “Incentive Award Plan”) to increase the number of shares of the ~~Press~~Company's ~~Release~~Class isA ~~furnished hereto~~common asstock, ~~Exhibit~~par 99value $0.10001 toper ~~this~~shares ~~Current~~(“Common ~~Report~~Stock”), reserved onfor ~~Form~~issuance ~~8-K~~under ~~and~~the ~~incorporated~~Incentive ~~into~~Award ~~this~~Plan ~~Item~~by 21,500,000 shares of Class A Common Stock.02 byThe ~~reference~~Amendment did not modify any other terms of the Incentive Award Plan.

OnThe ~~May~~foregoing ~~14,~~description ~~2026,~~of the ~~Company~~Amendment ~~furnished~~does ~~information~~not inpurport ~~the~~to ~~form~~be ofcomplete anand ~~investor~~is ~~presentation~~qualified ~~(the “Investor~~in ~~Presentation”) to~~ its ~~investors,~~entirety ~~analysts,~~by ~~shareholders,~~reference ~~and~~to ~~other~~the ~~parties~~full attext ~~a scheduled investor meeting. A copy~~ of the ~~Investor~~Amendment, ~~Presentation~~which is ~~furnished~~filed ~~hereto~~ as Exhibit 9910.21 to this Current Report on Form 8-K and incorporated ~~into this Item 2.02~~ by reference herein.

~~The~~Item ~~furnishing of the Press Release and Investor Presentation is not an admission as to the materiality of any information therein~~5.07. Submission ~~The information contained in the Press Release and Investor Presentation is summary information that is intended to be considered in the context~~ of ~~more~~Matters 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~~a ~~by press release or~~Vote 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~~Security ~~reports or documents with the SEC, through press releases or through other public disclosures~~Holders.

~~The~~On ~~information~~June ~~contained in this Item 2.02~~18, ~~including Exhibits 99.1 and 99.2 hereto~~2026, ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Company held ~~Exchange~~its ~~Act~~Annual ~~of 1934,~~Meeting. asThe ~~amended~~Company’s ~~(the “Exchange~~stockholders ~~Act”)~~voted ,on orfive ~~otherwise~~proposals ~~subject~~presented toat the ~~liabilities~~Annual ~~of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933~~Meeting, aswhich ~~amended~~are ~~(the “Securities~~described ~~Act”) . The information contained~~ in ~~this~~detail ~~Item 2.02,~~ in the ~~Press~~Company’s ~~Release,~~Definitive ~~and~~Proxy inStatement ~~the Investor~~on ~~Presentation shall~~Schedule ~~not~~14A bethat ~~incorporated~~was byfiled ~~reference~~with ~~in any filing under~~ the Securities ~~Act~~and ~~or the~~ Exchange ~~Act,~~Commission ~~except~~on asApril ~~shall~~30, be2026 ~~expressly~~(the ~~set~~“Proxy ~~forth by specific reference in any such filing~~Statement”).

~~Cautionary~~The ~~Statement~~following ~~Regarding~~are ~~Forward-Looking~~the ~~Statements~~voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

~~This~~Proposal ~~Current~~1 ~~Report~~(Election onof ~~Form~~Directors) 8-K ~~includes~~The ~~“forward-looking~~Company’s ~~statements”~~stockholders ~~within~~elected the ~~meaning~~following ofseven ~~the~~persons ~~safe~~as ~~harbor~~directors ~~provisions~~ of the ~~U.S.~~Company, ~~Private~~each ~~Securities~~to ~~Litigation~~serve ~~Reform~~as ~~Act~~such ofuntil ~~1995.~~the ~~Certain~~Company’s ofannual ~~these~~meeting ~~forward-looking~~of ~~statements~~stockholders ~~can~~to be ~~identified~~held byin ~~the use of words such as “believes~~2027,” ~~“expects,”~~or ~~“intends,”~~until ~~“plans,”~~his ~~“estimates,” “assumes,” “may,” “should,” “will,” “seeks,”~~ or ~~other~~her ~~similar~~respective ~~expressions.~~successor ~~These~~is ~~statements~~duly ~~are~~elected ~~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~~qualified. The ~~Company~~following ~~does~~table ~~not~~sets ~~assume~~forth ~~any obligation to update or revise any such forward-looking statements, whether as~~ the ~~result~~voting ~~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~~each ~~year~~director ~~ended December 31, 2025 and its other filings with the SEC.~~nominee:

Director Nominee	For		Against		Abstain		Broker Non-Votes
Tal Keinan		48,750,298		900,289		122,827		7,883,942
Jody Gessow		49,392,366		48,171		332,877		7,883,942
Alethia Nancoo		49,384,413		54,211		334,790		7,883,942
Alex B. Rozek		49,716,988		55,934		492		7,883,942
Lysa Leiponis		49,384,463		56,065		332,886		7,883,942
Nick Wellmon		49,308,184		15,952		449,278		7,883,942
Jordan Moelis		49,395,476		43,582		334,356		7,883,942

Proposal 2 (Amendment to 2022 Incentive Award Plan) - The Company’s stockholders approved the Amendment to the Incentive Award Plan. The following table sets forth the voting results for this proposal:

For		Against		Abstentions		Broker Non-Votes
47,649,011		2,122,060		2,343		7,883,942

Proposal 3 (Ratification of EisnerAmper LLP) - The Company’s stockholders approved the proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. The following table sets forth the voting results for this proposal:

For		Against		Abstentions
57,642,943		13,514		899

Proposal 4 (“Say-on-Pay”) - The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement. The following table sets forth the voting results for this proposal:

For		Against		Abstentions		Broker Non-Votes
49,634,762		134,564		4,088		7,883,942

Proposal 5 (“Frequency of Future Advisory Votes”) - Consistent with the recommendation of the Company's board of directors (the “Board”), the Company’s stockholders selected, on a non-binding advisory basis, three years as the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. The following table sets forth the voting results for this proposal:

Votes for 1 Year		Votes for 2 Years		Votes for 3 Years		Abstentions		Broker Non-Votes
3,548,221		7,189		46,178,244		39,760		7,883,942

Based on the results of Proposal 5, the Board has determined that the Company will hold future stockholder advisory votes on the compensation of its named executive officers every three years.

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 May 14, 2026.
10.1	Amendment No. 1 to the Sky Harbour Group Corporation 2022 Incentive Award Plan.
99.2	Investor Presentation dated May 14, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~SIGNATURES

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

Dated: May 14, 2026

	SKY HARBOUR GROUP CORPORATION

Dated: June 23, 2026	By:	/s/ Tal Keinan
		Tal Keinan
		Chief Executive Officer

SKY HARBOUR GROUP CORPORATION By: /s/ Tal Keinan Name: Tal Keinan Title: Chief Executive Officer

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