Sky Harbour Group Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

Sky Harbour Group Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

136 Tower Road, Suite 205

Westchester County Airport

White Plains, NY 10604

May 5, 2025

To the Stockholders of Sky Harbour Group Corporation:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Sky Harbour Group Corporation, a Delaware corporation (the “Company”, “we,” “us,” or “our”) to be held on Thursday, June 19, 2025, at 10:00 a.m. Eastern Time. The Annual Meeting will be held at our corporate offices located at Conference Room 2, Terminal M, 136 Tower Road, Westchester County Airport, White Plains, New York 10604.

We have elected to take advantage of rules adopted by the Securities and Exchange Commission that allow companies to furnish proxy materials to their stockholders by providing notice of and access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a Notice of Internet Availability of Proxy Materials, or Notice, with instructions on how they may access and review our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice that is being sent to you.

Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. We encourage you to read this information carefully.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. We urge you to read the accompanying material regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options.

Thank you for your ongoing support of Sky Harbour Group Corporation.

Very truly yours,

/s/ Tal Keinan

Tal Keinan

Chairman of the Board and Chief Executive Officer

136 Tower Road, Suite 205

Westchester County Airport

White Plains, NY 10604

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 19, 2025

To the Stockholders of Sky Harbour Group Corporation:

The annual meeting of stockholders (the “Annual Meeting”) of Sky Harbour Group Corporation, a Delaware corporation (the “Company,” “we,” “us,” or “our”), will be held on Thursday, June 19, 2025, at 10:00 a.m. Eastern Time. The Annual Meeting will be held at our corporate offices located at Conference Room 2, Terminal M, 136 Tower Road, Westchester County Airport, White Plains, New York. The purpose of the meeting is to consider and vote on the following matters:

The Board recommends that you vote “FOR” the election of each of the nominees listed in the accompanying proxy statement and “FOR” proposal 2.

Holders of record of shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and shares of our Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) at the close of business on April 22, 2025 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person.

Beginning on or about May 5, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our stockholders of record as of the Record Date. In addition, the proxy statement, the accompanying proxy card or voting instruction form, and our 2024 Annual Report to Stockholders (the “2024 Annual Report”) are available at www.proxyvote.com. As more fully described in the Notice of Internet Availability, all stockholders may choose to access these materials online or may request printed or emailed copies.

If you have any questions regarding this information or the proxy materials, please visit the investor relations page of our website at www.skyharbour.group or contact our investor relations department at investors@skyharbour.group.

By Order of the Board of Directors,

/s/ Gerald Adler

Gerald Adler, Secretary

May 5, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 19, 2025: The proxy statement and our 2024 Annual Report to Stockholders are available atwww.proxyvote.com. Whether or not you expect to attend the meeting in person, please vote by the Internet or telephone, or request a paper proxy card to sign, date and return by mail so that your shares may be voted. A prompt response is helpful,

and your cooperation is appreciated.