Sky Harbour Group Corp

For the period ended Jun 18, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 18, 2026 · Filed Apr 30, 2026

SKYH$10.28+2.8%Stored close · as of Nov 6, 2026

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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

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

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):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

136 Tower Road, Suite 205

Westchester County Airport

White Plains, NY 10604

April 30, 2026

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 18, 2026, at 10:30 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 that ended on December 31, 2025, 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 KeinanTal KeinanChairman 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 18, 2026

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 18, 2026, at 10:30 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:

1.	the election of seven directors to the Company’s board of directors (the “Board”), each to serve until the 2027 annual meeting of stockholders or until such directors’ successors have been duly elected and qualified;

the approval of Amendment No. 1 to the Sky Harbour Group Corporation 2022 Incentive Award Plan (the “Incentive Plan”) to increase the number of shares reserved for issuance thereunder from 6,162,937 to 7,662,937 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”);

3.	the ratification of the Audit Committee’s appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;

4.	the approval, on a non-binding advisory basis, of the compensation of our named executive officers;

5.	the approval, on a non-binding advisory basis, of the frequency of holding an advisory vote to approve the compensation of our named executive officers; and

6.	any other business properly brought before the meeting.

The Board recommends that you vote “FOR” the election of each of the nominees listed in the accompanying proxy statement, “FOR” the approval of Amendment No. 1 to the Incentive Plan, “FOR” the ratification of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, “FOR” the approval of the compensation of our named executive officers and for holding an advisory vote to approve the compensation of our named executive officers every “THREE YEARS.”

Holders of record of shares of our 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 21, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Beginning on or about April 30, 2026, 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 2025 Annual Report to Stockholders (the “2025 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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 18, 2026: The proxy statement and our 2025 Annual Report to Stockholders are available at www.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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.