| ITEM 15. | EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES |
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The financial statements listed in “Index to the Financial Statements” at “Item 8. Financial Statements and Supplementary Data” are filed as part of this Report. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
See Exhibit Index at the end of this Report, which is incorporated by reference.
| Incorporated by Reference |
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| Exhibit Number | Description | Schedule/ Form | File No. | Exhibit | Filing Date |
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| 2.1 (+) | Equity Purchase Agreement, dated as of August 1, 2021, by and among Yellowstone Acquisition Company and Sky Harbour LLC. | 8-K | 001-39648 | 2.1 | August 3, 2021 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Yellowstone Acquisition Company. | 8-K | 001-39648 | 3.1 | January 31, 2022 |
| 3.2 | Bylaws of Sky Harbour Group Corporation. | 8-K | 001-39648 | 3.2 | January 31, 2022 |
| 4.1 | Specimen Class A Common Stock Certificate. | S-1 | 333-249035 | 4.2 | September 25, 2020 |
| 4.2 | Specimen Warrant Certificate. | S-1 | 333-249035 | 4.3 | September 25, 2020 |
| 4.3 | Warrant Agreement, dated October 21, 2020, between Yellowstone Acquisition Company and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 001-39648 | 4.1 | October 26, 2020 |
| 4.4 | Description of Securities. | 10-K | 001-39648 | 4.4 | March 27, 2024 |
| 10.1 (+) | Stockholders’ Agreement, dated as of January 25, 2022, by and among Sky Harbour Group Corporation, Tal Keinan, Due West Partners LLC, Center Sky Harbour LLC, BOC Yellowstone I LLC, and BOC Yellowstone II LLC. | 8-K | 001-39648 | 10.1 | January 31, 2022 |
| 10.2 (+) | Registration Rights Agreement, dated as of September 14, 2021 by and among Sky Harbour LLC, the Existing Sky Equityholders, BOC YAC, the Sponsor and the BOC PIPE investors. | 8-K | 001-39648 | 10.2 | January 31, 2022 |
| 10.3 | Amendment No. 1 to the Registration Rights Agreement, dated as of February 28, 2022 by and among Sky Harbour LLC, the Existing Sky Equityholders, BOC YAC, the Sponsor and the BOC PIPE investors. | 10-K | 001-39648 | 10.3 | March 28, 2022 |
| 10.4 (+) | Tax Receivable Agreement, dated as of January 25, 2022, by and among Sky Harbour Group Corporation, the Existing Sky Equityholders and the TRA Holder Representative. | 8-K | 001-39648 | 10.3 | January 31, 2022 |
| 10.5 (+) | Third Amended and Restated Operating Agreement of Sky Harbour LLC. | 8-K | 001-39648 | 10.4 | January 31, 2022 |
| 10.6 (*) | Sky Harbour Group Corporation 2022 Incentive Award Plan. | 8-K | 001-39648 | 10.5 | January 31, 2022 |
| 10.7 (*) | Sky Harbour Group Corporation 2022 Incentive Award Plan – Form of Restricted Stock Unit Agreement. | 8-K | 001-39648 | 10.6 | January 31, 2022 |
| 10.8 (*) | Form of Restricted Stock Unit Agreement (Executives) | 8-K | 001-39648 | 10.2 | May 20, 2022 |
| 10.9 (*) | Form of Option Award Agreement | 10-K | 001-39648 | 10.9 | March 27, 2024 |
| 10.10 (*) | Form of Director and Officer Indemnification Agreement. | 8-K | 001-39648 | 10.7 | January 31, 2022 |
| 10.11 (*) | Employment Agreement with Tal Keinan. | 8-K | 001-39648 | 10.1 | March 28, 2022 |
| 10.12 (*) | Employment Agreement with Francisco Gonzalez. | 8-K | 001-39648 | 10.8 | January 31, 2022 |
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| 10.13 (*) | Amendment to Amended and Restated Employment Agreement with Francisco Gonzalez. | 8-K | 001-39648 | 10.3 | March 28, 2022 |
| 10.14 (*) | Second Amendment to Amended and Restated Employment Agreement with Francisco Gonzalez. | 8-K | 001-39648 | 10.1 | May 20, 2022 |
| 10.15 (*) | Employment Agreement with Will Whitesell | 10-K | 001-39648 | 10.15 | March 27, 2024 |
| 10.16 | Trust Indenture between the Public Finance Authority and The Bank of New York Mellon. | 8-K | 001-39648 | 10.10 | January 31, 2022 |
| 10.17 | Specimen Series 2021 Bonds (included as part of Exhibit 10.16). | 8-K | 001-39648 | 10.11 | January 31, 2022 |
| 10.18 | Loan Agreement by and between the Public Finance Authority, Sky Harbour Sugar Land Airport, LLC, Sky Harbour Opa Locka Airport, LLC, Nashville Hangars LLC, APA Hangars LLC and DVT Hangars LLC. | 8-K | 001-39648 | 10.12 | January 31, 2022 |
| 10.19 (+) | Loan Agreement, dated as of December 1, 2020, by and among Rapidbuilt, Inc., Overflow, Ltd. and Vista Bank, as amended by the Consent, Waiver and Second Amendment to Loan Documents, dated as of May 12, 2023, by and among Vista Bank, Overflow, Ltd., Rapidbuilt, Inc. and Sky Harbour, LLC. | 10-Q | 001-39648 | 10.1 | August 14, 2023 |
| 10.20 | Guaranty Agreement, dated as of May 12, 2023, by Sky Harbour LLC in favor of Vista Bank. | 10-Q | 001-39648 | 10.2 | August 14, 2023 |
| 10.21 | Form of Securities Purchase Agreement, dated as of November 1, 2023 by and among Sky Harbour Group Corporation and the Investors named therein. | 8-K | 001-39648 | 10.1 | November 2, 2023 |
| 10.22 | Form of Registration Rights Agreement, dated as of November 1, 2023 by and among Sky Harbour Group Corporation and the Investors named therein. | 8-K | 001-39648 | 10.2 | November 2, 2023 |
| 10.23 | Form of Securities Purchase Agreement, dated as of September 16, 2024 by and among Sky Harbour Group Corporation and the Investors named therein. | 8-K | 001-39648 | 10.1 | September 17, 2024 |
| 10.24 | Form of Registration Rights Agreement, dated as of October 25, 2024 by and among Sky Harbour Group Corporation and the Investors named therein. | 8-K | 001-39648 | 10.1 | October 28, 2024 |
| 10.25 | Ground Sublease between Sunborne XVI, LTD. and APA Hangars LLC. | 8-K | 001-39648 | 10.13 | January 31, 2022 |
| 10.26 | Lease and SASO Operating Agreement between the City of San Jose and SJC Hangars LLC. | 10-Q | 001-39648 | 10.1 | May 14, 2024 |
| 10.27 | Lease Agreement between Orlando Executive Airport and SHOLA, LLC. | 10-Q | 001-39648 | 10.2 | May 14, 2024 |
| 10.28 | Deed of Ground Lease by and between Metropolitan Washington Airports Authority, as Lessor, and IAD Hangars LLC. | 10-Q | 001-39648 | 10.1 | August 13, 2024 |
| 16.1 | Letter from KPMG LLP to the SEC, dated January 31, 2022. | 8-K | 001-39648 | 16.1 | January 31, 2022 |
| 19.1 (#) | Sky Harbour Group Corporation Policy on Inside Information and Insider Trading. | |
| 21.1 (#) | List of Subsidiaries. |
| 23.1 (#) | Consent of EisnerAmper LLP. |
| 24.1 (#) | Power of Attorney (included on signature pages herein). |
| 31.1 (#) | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2 (#) | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1 (##) | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 32.2 (##) | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 97.1 | Sky Harbour Group Corporation Compensation Recoupment Policy. | 10-K | 001-39648 | 97.1 | March 27, 2024 |
| 101 (#) | Inline XBRL (Extensible Business Reporting Language). The following materials from this Annual Report on Form 10-K for the period ended December 31, 2024, formatted in Inline XBRL: (i) consolidated balance sheets of Sky Harbour Group Corporation, (ii) consolidated statements of operations of Sky Harbour Group Corporation, (iii) consolidated statements of comprehensive income/(loss) of Sky Harbour Group Corporation, (iv) consolidated statements of changes in equity of Sky Harbour Group Corporation, (v) consolidated statements of cash flows of Sky Harbour Group Corporation, and (vi) notes to consolidated financial statements of Sky Harbour Group Corporation. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |
| 104 (#) | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) | |
| (*) | Indicates a management contract or compensatory plan. |
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| (#) | Filed herewith. |
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| (##) | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporated it by reference. |
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| (+) | Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
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