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) January 2729, 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 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

On January 2729, 2026, Sky Harbour ~~LLC~~Group Corporation (the “~~Borrower~~Company”), issued a ~~subsidiary~~press ofrelease ~~Sky Harbour Group Corporation~~ (the “~~Company~~Press Release”) ~~issued~~announcing that aits ~~non-convertible~~subsidiary, ~~unsecured~~Sky ~~promissory~~Harbour ~~note~~Capital toIII YALLC II(“SH ~~PN,~~Capital ~~Ltd.~~III”), aentered ~~Cayman~~into ~~Islands~~an ~~exempt~~agreement ~~limited~~for $150.0 ~~company,~~million orin ~~its~~financing ~~registered~~through ~~assigns~~the ~~(“Yorkville”),~~sale inof ~~the~~Series ~~aggregate~~2026 private ~~principal~~activity ~~amount~~tax-exempt ofsenior ~~$10~~bonds ~~million~~ (the “~~January~~Series 2026 ~~Yorkville Promissory Note~~Bonds”). through ~~The~~municipal ~~issue~~conduit ~~price~~issuer, ~~for~~Public ~~the~~Finance ~~January~~Authority ~~2026 Yorkville Promissory Note was 100% of the aggregate principal amount thereof~~(“PFA”).

The ~~January~~bond ~~2026~~issuance ~~Yorkville~~consists ~~Promissory~~of ~~Note~~unrated ~~accrues~~fixed ~~interest at a~~ rate oftax-exempt ~~7.75%~~bonds ~~per~~with ~~annum~~a ~~(or~~mandatory ~~18%~~tender ~~upon the occurrence of an event of default) and matures~~ on ~~June~~January 81, ~~2027~~2031. Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, the Borrower shall repay a portion of the outstanding balance of the January 2026 Yorkville Promissory Note in an amount equal to $833,333.33. The ~~obligations~~Series ~~of the Borrower under the January~~ 2026 ~~Yorkville~~Bonds ~~Promissory~~were ~~Note~~priced ~~are~~at guaranteed by the Company pursuant to a separate guaranty agreement between the Company and Yorkville. In connection with and pursuant to the January 2026 Yorkville Promissory Note, the Company agreed to issue 40,000 shares of the Company’s Class A common stock, par ~~value $0.0001 per share,~~ to ~~Yorkville~~yield ~~in a registered direct offering~~6. ~~The January 2026 Yorkville Promissory Note contains customary representations and warranties by the Borrower and the Company and customary events of default~~00%. ~~The proceeds of the January 2026 Yorkville Promissory Note may be used for working capital and general corporate purposes.~~

The Series 2026 Bonds are expected to be issued on or about February 12, 2026, subject to customary closing conditions. 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.

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, 2024 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 January 29, 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: January 2729, 2026

	SKY HARBOUR GROUP CORPORATION

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

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