Sky Harbour Group Corp

Previous wording

The following analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”), as well as the information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities Exchange Commission (the “SEC”) on March 19, 2026 (the “Form 10-K”), which is accessible on the SEC’s website at www.sec.gov.

Current wording

The following analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”), as well as the information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026 (the “Form 10-K”), which is accessible on the SEC’s website at www.sec.gov.

Previous wording

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in our Form 10-K or this Form 10-Q. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

Current wording

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in our Form 10-K or this Form 10-Q. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

Previous wording

Our future success depends upon our ability to attract and retain tenants for hangars at our HBO campuses. The extent to which we achieve growth in our customer base materially influences our business and results of operations. Any number of factors could affect our ability to grow our customer base, including tenant preferences for hangar space and related services, including size and location of the hangar, as well as general economic conditions. The level and volatility of fuel prices may also impact the general aviation industry and our ability to attract and retain tenants. For example, during the first half of 2026, fuel prices increased significantly as a result of ongoing geopolitical events and market disruptions. At our ADS, APA, and CMA HBO campuses, we are directly exposed to fluctuations in fuel prices, which could have a material effect on our operating results at such campuses. Due to the competitive nature of our industry, we cannot predict the impact periods of high volatility in fuel prices or significant disruptions in the supply of aircraft fuel will have on our ability to attract and retain tenants. In addition, our ability to attract and retain customers may be dependent on other factors outside of our control, including the future trend of private aircraft sizes and the availability of alternative hangars, including size, location and/or services provided. Any significant decline in our customer base, or in our rate of growth, could have a material adverse effect on our business and results of operations, which could, in turn, result in a decline in the trading price of our securities.

Current wording

Our future success depends upon our ability to attract and retain tenants for hangars at our HBO campuses. The extent to which we achieve growth in our customer base materially influences our business and results of operations. Any number of factors could affect our ability to grow our customer base, including tenant preferences for hangar space and related services, including size and location of the hangar, as well as general economic conditions. The level and volatility of fuel prices may also impact the general aviation industry and our ability to attract and retain tenants. For example, during the first three quarters of 2026, fuel prices increased significantly as a result of ongoing geopolitical events and market disruptions. At our ADS, APA, and CMA HBO campuses, we are directly exposed to fluctuations in fuel prices, which could have a material effect on our operating results at such campuses. Due to the competitive nature of our industry, we cannot predict the impact periods of high volatility in fuel prices or significant disruptions in the supply of aircraft fuel will have on our ability to attract and retain tenants. In addition, our ability to attract and retain customers may be dependent on other factors outside of our control, including the future trend of private aircraft sizes and the availability of alternative hangars, including size, location and/or services provided. Any significant decline in our customer base, or in our rate of growth, could have a material adverse effect on our business and results of operations, which could, in turn, result in a decline in the trading price of our securities.

Previous wording

Economic conditions and actions by policymaking bodies contributed to rising interest rates, which, along with increases in our borrowing levels, could increase our future borrowing costs. While the Federal Reserve reduced interest rates during 2025, it has since paused its rate-cutting cycle and has indicated the potential for interest rate hikes in the future. Interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude any future interest rate decisions by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our borrowing costs. We expect to issue additional debt to finance future site developments and refinance the Term Loan Facility and the Series 2026 Bonds on or prior to its maturity date and mandatory tender date, respectively. Elevated interest rates would impact our overall economic performance. In addition, we are subject to credit spreads demanded by fixed income investors. As a non-rated issuer, increases in general of credit spreads in the market, or for us, may result in a higher cost of borrowing in the future. We intend to access the bond market on an opportunistic basis. In addition, we may hedge against rising benchmark interest rates by entering into hedging strategies with high quality counterparties.

Current wording

Economic conditions and actions by policymaking bodies contributed to rising interest rates, which, along with increases in our borrowing levels, could increase our future borrowing costs. While the Federal Reserve reduced interest rates during 2025, it has since paused its rate-cutting cycle and has raised interest rates, and has indicated the potential for further interest rate hikes in the future. Interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude any future interest rate decisions by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our borrowing costs. We expect to issue additional debt to finance future site developments and refinance the Term Loan Facility and the Series 2026 Bonds on or prior to its maturity date and mandatory tender date, respectively. Elevated interest rates would impact our overall economic performance. In addition, we are subject to credit spreads demanded by fixed income investors. As a non-rated issuer, increases in general of credit spreads in the market, or for us, may result in a higher cost of borrowing in the future. We intend to access the bond market on an opportunistic basis. In addition, we may hedge against rising benchmark interest rates by entering into hedging strategies with high quality counterparties.

Previous wording

We previously raised equity capital, including the 2024 Purchase Agreement and 2023 Purchase Agreement entered into on September 16, 2024 and November 1, 2023, respectively, seeLiquidity and Capital Resources —Private Placement and Securities Purchase Agreement below, to begin to fund construction at additional HBO campuses over the next several years. We also have the ability to access the capital markets through our ATM Facility and through our effective shelf registration statement on Form S-3. On average, each future campus is anticipated to be composed of 200,000 rentable square feet and is expected to cost approximately $60 million, with 70% or more to be funded with additional private activity bonds or other indebtedness. All future hangar campus projects are discretionary and require us to identify the appropriate airports with the target hangar demand economics, secure required ground leases and permits, and complete future construction at such sites.

Current wording

We raise equity capital from time to time to fund construction at additional HBO campuses over the next several years. We also have the ability to access the capital markets through our ATM Facility and through our effective shelf registration statement on Form S-3. On average, each future campus is anticipated to be composed of 200,000 rentable square feet and is expected to cost approximately $60 million, with 70% or more to be funded with additional private activity bonds or other indebtedness. All future hangar campus projects are discretionary and require us to identify the appropriate airports with the target hangar demand economics, secure required ground leases and permits, and complete future construction at such sites.

Previous wording

We lease hangar facilities that we construct to third parties. The lease agreements are either on a month-to-month basis or have a defined term and may have options to extend the term. Some of the leases contain options to terminate the lease by either party with given notice. There are no options given to the lessee to purchase the underlying assets. Rental revenue is recognized in accordance with ASC Topic 842, Leases, and includes (i) fixed payments of cash rents, which represents revenue each tenant pays in accordance with the terms of its respective lease and is recognized on a straight-line basis over the term of the lease and (ii) variable payments of tenant reimbursements, which are recoveries of all or a portion of the common area maintenance and operating expenses of the property and are recognized in the same period as the expenses are incurred.

Current wording

We lease hangar facilities that we construct to third party customers. The lease agreements are either on a month-to-month basis or have a defined term and may have options to extend the term. Some of the leases contain options to terminate the lease by either party with given notice. There are no options given to the lessee to purchase the underlying assets. Rental revenue is recognized in accordance with ASC Topic 842, Leases, and includes (i) fixed payments of cash rents, which represents revenue each tenant pays in accordance with the terms of its respective lease and is recognized on a straight-line basis over the term of the lease and (ii) variable payments of tenant reimbursements, which are recoveries of all or a portion of the common area maintenance and operating expenses of the property and are recognized in the same period as the expenses are incurred.

Previous wording

Rental revenues for the three months ended June 30, 2026 were approximately $7.0 million, compared to approximately $5.2 million for the three months ended June 30, 2025. The $1.8 million, or 35%, increase was primarily the result of the completion of OPF Phase II during the three months ended June 30, 2026 and the cumulative impact of increased occupancy at our BNA, DVT, and ADS hangar campuses.

Current wording

Rental revenues for the three months ended September 30, 2026 were approximately $7.6 million, compared to approximately $5.7 million for the three months ended September 30, 2025. The $1.9 million, or 33%, increase was primarily the result of the completion of OPF Phase II during the three months ended June 30, 2026 and the cumulative impact of increased occupancy at our BNA, DVT, and ADS hangar campuses.

Previous wording

Fuel revenues for the six months ended June 30, 2026 were approximately $5.1 million, compared to approximately $2.5 million for the six months ended June 30, 2025. The approximately $2.6 million, or 104%, increase was primarily the result of a $2.0 million increase in fuel sales at our CMA, ADS, and APA hangar campuses, where our fuel revenues and related expenses are recognized on a gross basis. Other fuel revenue increased by approximately $0.6 million, which was primarily driven by an increase in fuel gallons uplifted at our BNA, OPF, and SJC hangar campuses due to increased occupancy.

Current wording

Fuel revenues for the three months ended September 30, 2026 were approximately $2.9 million, compared to approximately $1.6 million for the three months ended September 30, 2025. The approximately $1.3 million, or 81%, increase was primarily the result of a $1.3 million increase in fuel sales at our CMA, ADS, and APA hangar campuses, where our fuel revenues and related expenses are recognized on a gross basis.

Previous wording

Campus operating expenses increased approximately $0.2 million, or 9%, from approximately $2.2 million for the three months ended June 30, 2025, to approximately $2.4 million for the three months ended June 30, 2026. Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.1 million, primarily driven by headcount increases associated with the commencement of operations at our DVT, APA, and ADS hangar campuses throughout the year ended December 31, 2025. Other campus operating expenses increased approximately $0.1 million, primarily driven by the expansion of operations at OPF during the three months ended June 30, 2026.

Current wording

Campus operating expenses increased approximately $0.7 million, or 33%, from approximately $2.1 million for the three months ended September 30, 2025, to approximately $2.8 million for the three months ended September 30, 2026. Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.2 million, primarily driven by headcount increases associated with the expansion of operations at our OPF Phase II hangar campus. Other campus operating expenses increased approximately $0.5 million, primarily driven by increases of property taxes, insurance and the expansion of operations at OPF.

Previous wording

Fuel expenses for the three months ended June 30, 2026 were approximately $1.9 million, compared to approximately $0.9 million for the three months ended June 30, 2025. The approximately $1.0 million, or 111%, increase was primarily the result of an increase in the cost of fuel of approximately $1.0 million, driven by the impact recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses and increased volatility in fuel prices.

Current wording

Fuel expenses for the three months ended September 30, 2026 were approximately $1.8 million, compared to approximately $0.7 million for the three months ended September 30, 2025. The approximately $1.1 million, or 157%, increase was primarily the result of an increase in the cost of fuel of approximately $1.1 million, driven by the impact recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses and increased volatility in fuel prices.

Previous wording

Ground lease expenses increased approximately $0.3 million, or 8%, from approximately $3.6 million for the three months ended June 30, 2025, to approximately $3.9 million for the three months ended June 30, 2026. The increase in ground lease expense was driven by the ground leases signed at LGB and FTW during the three months ended December 31, 2025.

Current wording

Ground lease expenses increased approximately $0.4 million, or 11%, from approximately $3.5 million for the three months ended September 30, 2025, to approximately $3.9 million for the three months ended September 30, 2026. The increase in ground lease expense was driven by the ground leases signed at LGB and FTW during the three months ended December 31, 2025.

Previous wording

Depreciation and amortization for the three months ended June 30, 2026 was approximately $2.1 million, as compared to approximately $1.5 million for the three months ended June 30, 2025. The approximately $0.6 million, or 40%, increase was primarily driven by the commencement of operations at our OPF Phase II campus during the three months ended June 30, 2026, the commencement of operations at our ADS campus during the three months ended June 30, 2025 and the commencement of operations at our APA campus during the three months ended September 30, 2025.

Current wording

Depreciation and amortization for the three months ended September 30, 2026 was approximately $2.2 million, as compared to approximately $1.8 million for the three months ended September 30, 2025. The approximately $0.4 million, or 22%, increase was primarily driven by the commencement of operations at our OPF Phase II campus during the three months ended June 30, 2026, the commencement of operations at our ADS campus during the three months ended June 30, 2025 and the commencement of operations at our APA campus during the three months ended September 30, 2025.

Previous wording

Pursuit and marketing expenses for the three months ended June 30, 2026 were approximately $0.7 million, compared to approximately $0.6 million for the three months ended June 30, 2025. The 17% increase was primarily the result of increased marketing spend and our investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Current wording

Pursuit and marketing expenses for the three months ended September 30, 2026 were approximately $0.6 million, compared to approximately $0.6 million for the three months ended September 30, 2025. The less than 1% increase was primarily the result of increased marketing expenditure and our investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Previous wording

Employee compensation and benefits expenses increased approximately $0.3 million, or 7%, to $4.6 million for the three months ended June 30, 2026, as compared to approximately $4.3 million for the three months ended June 30, 2025. The increase was primarily driven by increases in headcount and expense recognized associated with our equity compensation programs.

Current wording

Employee compensation and benefits expenses decreased approximately $0.3 million, or 6%, to $4.7 million for the three months ended September 30, 2026, as compared to approximately $5.0 million for the three months ended September 30, 2025. The decrease was primarily driven by non-recurring charges associated with the accelerated vesting of certain RSU awards during the three months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2026 and 2025, other general and administrative expenses were approximately $1.1 million and approximately $1.0 million, respectively. The approximately $0.1 million, or 10%, increase was primarily driven by increases in professional fees and technology costs due to the expansion of the business and headcount, offset by a slight decrease in corporate insurance premiums.

Current wording

For the three months ended September 30, 2026 and 2025, other general and administrative expenses were approximately $0.9 million and approximately $1.4 million, respectively. The approximately $0.5 million, or 36%, decrease was primarily driven by a decrease in legal and accounting related costs due to non-recurring transaction costs and our efforts to internalize job functions.

Previous wording

Other income decreased from approximately $21.9 million for the three months ended June 30, 2025, to approximately $2.4 million for the three months ended June 30, 2026. The decrease was primarily due to an approximately $18.0 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2026 as compared to June 30, 2025, an approximately $1.2 million increase in interest expense due to higher indebtedness, and an approximately $0.3 million decrease in interest income.

Current wording

Other income increased from approximately $3.0 million for the three months ended September 30, 2025, to approximately $3.5 million for the three months ended September 30, 2026. The increase was primarily due to an approximately $1.6 million difference in the mark-to-market adjustment of the outstanding warrants at September 30, 2026 as compared to September 30, 2025, an approximately $0.9 million increase in interest expense due to higher indebtedness, and an approximately $0.3 million decrease in interest income.

Previous wording

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Current wording

Nine Months Ended September 30, 2026*** Compared to theNine ***Months Ended September 30, 2025

Previous wording

Rental revenues for the six months ended June 30, 2026 were approximately $13.5 million, compared to approximately $9.7 million for the six months ended June 30, 2025. The $3.8 million, or 39%, increase was primarily the result of operations at our APA and ADS hangar campuses, which commenced operations throughout the year ended December 31, 2025, the completion of OPF Phase II during the three months ended June 30, 2026, and the cumulative impact of increased occupancy at our BNA, DVT, and SJC hangar campuses.

Current wording

Rental revenues for thenine months ended September 30, 2026 were approximately $21.2 million, compared to approximately $15.4 million for thenine months ended September 30, 2025. The $5.8 million, or 38%, increase was primarily the result of operations at our APA and ADS hangar campuses, which commenced operations throughout the year ended December 31, 2025, the completion of OPF Phase II during the three months ended June 30, 2026, and the cumulative impact of increased occupancy at our BNA, DVT, and SJC hangar campuses.

Previous wording

Fuel revenues for the three months ended June 30, 2026 were approximately $2.8 million, compared to approximately $1.4 million for the three months ended June 30, 2025. The approximately $1.4 million, or 100%, increase was primarily the result of a $1.2 million increase in fuel sales at our CMA, ADS, and APA hangar campuses, where our fuel revenues and related expenses are recognized on a gross basis. Other fuel revenue increased by approximately $0.2 million, which was primarily driven by an increase in fuel gallons uplifted at our BNA, OPF, and SJC hangar campuses due to increased occupancy.

Current wording

Fuel revenues for thenine months ended September 30, 2026 were approximately $8.0 million, compared to approximately $4.1 million for thenine months ended September 30, 2025. The approximately $3.9 million, or 95%, increase was primarily the result of a $3.4 million increase in fuel sales at our CMA, ADS, and APA hangar campuses, where our fuel revenues and related expenses are recognized on a gross basis. Other fuel revenue increased by approximately $0.5 million, which was primarily driven by an increase in fuel gallons uplifted at our BNA, OPF, and SJC hangar campuses due to increased occupancy.

Previous wording

Campus operating expenses increased approximately $0.9 million, or 22%, from approximately $4.1 million for the six months ended June 30, 2025, to approximately $5.0 million for the six months ended June 30, 2026. Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.4 million, primarily driven by headcount increases associated with the commencement of operations at our DVT, APA, and ADS hangar campuses throughout the year ended December 31, 2025. Other campus operating expenses increased approximately $0.5 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at DVT, APA, and ADS.

Current wording

Campus operating expenses increased approximately $1.6 million, or 26%, from approximately $6.2 million for thenine months ended September 30, 2025, to approximately $7.8 million for thenine months ended September 30, 2026. Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.6 million, primarily driven by headcount increases associated with the commencement of operations at our DVT, APA, and ADS hangar campuses throughout the year ended December 31, 2025. Other campus operating expenses increased approximately $1.0 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at DVT, APA, ADS and OPF.

Previous wording

Fuel expenses for the six months ended June 30, 2026 were approximately $3.0 million, compared to approximately $1.7 million for the six months ended June 30, 2025. The approximately $1.3 million, or 77%, increase was primarily the result of an increase in the cost of fuel of approximately $1.4 million, driven by the impact of recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses and increased volatility in fuel prices, offset by an approximately $0.1 million decrease in other fuel-related expenses.

Current wording

Fuel expenses for thenine months ended September 30, 2026 were approximately $4.8 million, compared to approximately $2.3 million for thenine months ended September 30, 2025. The approximately $2.5 million, or 109%, increase was primarily the result of an increase in the cost of fuel of approximately $2.7 million, driven by the impact of recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses and increased volatility in fuel prices, offset by an approximately $0.2 million decrease in other fuel-related expenses.

Previous wording

Ground lease expenses increased approximately $1.3 million, or 20%, from approximately $6.5 million for the six months ended June 30, 2025, to approximately $7.8 million for the six months ended June 30, 2026. The increase in ground lease expense was driven by the ground leases signed at the ground leases signed at SWF and HIO during the three months ended June 30, 2025 and the ground leases signed at LGB and FTW during the three months ended December 31, 2025.

Current wording

Ground lease expenses increased approximately $1.7 million, or 17%, from approximately $10.0 million for thenine months ended September 30, 2025, to approximately $11.7 million for thenine months ended September 30, 2026. The increase in ground lease expense was driven by the ground leases signed at SWF and HIO during the three months ended June 30, 2025 and the ground leases signed at LGB and FTW during the three months ended December 31, 2025.

Previous wording

Depreciation and amortization for the six months ended June 30, 2026 was approximately $4.1 million, as compared to approximately $2.6 million for the six months ended June 30, 2025. The approximately $1.5 million, or 58%, increase was primarily driven by the commencement of operations at our OPF Phase II campus during the three months ended June 30, 2026, the commencement of operations at our DVT and ADS campuses during the three months ended June 30, 2025, and the commencement of operations at our APA campus during the three months ended September 30, 2025.

Current wording

Depreciation and amortization for thenine months ended September 30, 2026 was approximately $6.3 million, as compared to approximately $4.4 million for thenine months ended September 30, 2025. The approximately $1.9 million, or 43%, increase was primarily driven by the commencement of operations at our OPF Phase II campus during the three months ended June 30, 2026, the commencement of operations at our DVT and ADS campuses during the three months ended June 30, 2025, and the commencement of operations at our APA campus during the three months ended September 30, 2025.

Previous wording

Pursuit and marketing expenses for the six months ended June 30, 2026 were approximately $1.3 million, compared to approximately $1.2 million for the six months ended June 30, 2025. The 8% increase was primarily the result of increased marketing spend and our investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Current wording

Pursuit and marketing expenses for thenine months ended September 30, 2026 were approximately $1.9 million, compared to approximately $1.7 million for thenine months ended September 30, 2025. The 12% increase was primarily the result of increased marketing spend and our investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.

Previous wording

Employee compensation and benefits expenses increased approximately $0.5 million, or 6%, to $9.0 million for the six months ended June 30, 2026, as compared to approximately $8.5 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in expense recognized associated with our equity compensation programs.

Current wording

Employee compensation and benefits expenses increased approximately $0.1 million, or 1%, to $13.6 million for thenine months ended September 30, 2026, as compared to approximately $13.5 million for thenine months ended September 30, 2025. The increase was primarily driven by an increase in expense recognized associated with our equity compensation programs.

Previous wording

For the six months ended June 30, 2026 and 2025, other general and administrative expenses were approximately $2.2 million and approximately $2.0 million, respectively. The approximately $0.2 million, or 10%, increase was primarily driven by increases in professional fees and technology costs due to the expansion of the business and headcount, offset by a slight decrease in corporate insurance premiums.

Current wording

For thenine months ended September 30, 2026 and 2025, other general and administrative expenses were approximately $3.1 million and approximately $3.4 million, respectively. The approximately $0.3 million, or 9%, decrease was primarily driven by a decrease in legal and accounting related costs due to non-recurring transaction costs and our efforts to internalize job functions.

Previous wording

Other income decreased from approximately $19.6 million for the six months ended June 30, 2025, to approximately $0.4 million for the six months ended June 30, 2026. The decrease was primarily due to an approximately $16.3 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2026 as compared to June 30, 2025, an approximately $2.3 million increase in interest expense due to higher indebtedness and an approximately $0.6 million decrease in interest income.

Current wording

Other income decreased from approximately $22.6 million for thenine months ended September 30, 2025, to approximately $3.9 million for thenine months ended September 30, 2026. The decrease was primarily due to an approximately $14.7 million difference in the mark-to-market adjustment of the outstanding warrants at September 30, 2026 as compared to September 30, 2025, an approximately $3.3 million increase in interest expense due to higher indebtedness and an approximately $0.8 million decrease in interest income.

Previous wording

We believe that we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional private activity bonds, drawdowns under the Term Loan Facility, and other debt and the issuance of additional equity securities. We also have the ability to utilize our ATM Facility or otherwise utilize our shelf registration statement on Form S-3 to access the capital markets. However, we cannot assure you that we will have access to these sources of capital or that, even if such sources of capital are available, that these sources of capital will be available on favorable terms. Our ability to incur additional debt will depend on multiple factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that are or may be imposed by future lenders. Our ability to access the equity and debt capital markets will depend on multiple factors as well, including general market conditions for real estate companies, our degree of leverage, the trading price of our common stock and debt and market perceptions about us.

Current wording

We believe that we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional private activity bonds, drawdowns under the Term Loan Facility, and other debt and the issuance of additional equity securities. We also have the ability to utilize our ATM Facility or otherwise utilize our shelf registration statement on Form S-3 to access the capital markets. However, we cannot assure you that we will have access to these sources of capital or that, even if such sources of capital are available, these sources of capital will be available on favorable terms. Our ability to incur additional debt will depend on multiple factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that are or may be imposed by future lenders. Our ability to access the equity and debt capital markets will depend on multiple factors as well, including general market conditions for real estate companies, our degree of leverage, the trading price of our common stock and debt and market perceptions about us.

Previous wording

On September 14, 2021, SHC completed an issuance through the Public Finance Authority (Wisconsin) of $166.3 million of Series 2021 PABs. The Series 2021 Bonds are comprised of three maturities: $21.1 million bearing interest at 4.00%, due July 1, 2036; $30.4 million bearing interest at 4.00%, due July 1, 2041; and $114.8 million bearing interest at 4.25%, due July 1, 2054. The Series 2021 Bond that has a maturity date of July 1, 2036 was issued at a premium, and Sky received bond proceeds that were $0.2 million above its face value. The net proceeds from the issuance of the Series 2021 Bonds proceeds were used to (a) finance or refinance the construction of various aviation facilities consisting of general aviation aircraft hangars and storage facilities located and to be located on the SGR site, the OPF site, the BNA site, the APA site, the DVT site, and following our March 2023 election to reallocate a portion of the net proceeds, the ADS site; (b) fund debt service and other operating expenses such as ground lease expense during the initial construction period; (c) fund deposits to the Debt Service Reserve Fund; and (d) pay certain costs of issuance related to the Series 2021 Bonds.

Current wording

On September 14, 2021, SHC completed an issuance through the Public Finance Authority (Wisconsin) of $166.3 million of Series 2021 PABs. The Series 2021 Bonds are comprised of three maturities: $21.1 million bearing interest at 4.00%, due July 1, 2036; $30.4 million bearing interest at 4.00%, due July 1, 2041; and $114.8 million bearing interest at 4.25%, due July 1, 2054. The Series 2021 Bond that has a maturity date of July 1, 2036 was issued at a premium, and Sky received bond proceeds that were $0.2 million above its face value. The net proceeds from the issuance of the Series 2021 Bonds were used to (a) finance or refinance the construction of various aviation facilities consisting of general aviation aircraft hangars and storage facilities located and to be located on the SGR site, the OPF site, the BNA site, the APA site, the DVT site, and following our March 2023 election to reallocate a portion of the net proceeds, the ADS site; (b) fund debt service and other operating expenses such as ground lease expense during the initial construction period; (c) fund deposits to the Debt Service Reserve Fund; and (d) pay certain costs of issuance related to the Series 2021 Bonds.

Previous wording

As of June 30, 2026, there was approximately $130.2 million of availability under the Term Loan Facility, subject to borrowing base restrictions.

Current wording

As of September 30, 2026, there was approximately $129.2 million of availability under the Term Loan Facility, subject to borrowing base restrictions.

Previous wording

On December 8, 2025, we issued the Yorkville Promissory Note to Yorkville, in the aggregate principal amount of $15 million. The issue price for the Yorkville Promissory Note was 100% of the aggregate principal amount thereof. The Yorkville Promissory Note accrues interest at a rate of 7.75% per annum (or 18% upon the occurrence of an event of default) and matures on June 8, 2027. Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, we will be required to repay a portion of the outstanding balance of the Yorkville Promissory Note in amounts equal to $1.25 million, with $7.5 million and $7.5 million due during the years ended December 31, 2026 and 2027, respectively.

Current wording

On December 8, 2025, we issued the Yorkville Promissory Note to Yorkville, in the aggregate principal amount of $15 million. The issue price for the Yorkville Promissory Note was 100% of the aggregate principal amount thereof. The Yorkville Promissory Note accrues interest at a rate of 7.75% per annum (or 18% upon the occurrence of an event of default) and matures on June 8, 2027. Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, we are required to repay a portion of the outstanding balance of the Yorkville Promissory Note in amounts equal to $1.25 million, with $7.5 million and $7.5 million due during the years ended December 31, 2026 and 2027, respectively.

Previous wording

On January 27, 2026, Sky issued the January 2026 Yorkville Promissory Note to Yorkville, in the aggregate principal amount of $10 million. The issue price for the January 2026 Yorkville Promissory Note was 100% of the aggregate principal amount thereof. The January 2026 Yorkville Promissory Note accrues interest at a rate of 7.75% per annum (or 18% upon the occurrence of an event of default) and matures on June 8, 2027. Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, we will be required to repay a portion of the outstanding balance of the January 2026 Yorkville Promissory Note in an amounts equal to approximately $0.8 million.

Current wording

On January 27, 2026, Sky issued the January 2026 Yorkville Promissory Note to Yorkville, in the aggregate principal amount of $10 million. The issue price for the January 2026 Yorkville Promissory Note was 100% of the aggregate principal amount thereof. The January 2026 Yorkville Promissory Note accrues interest at a rate of 7.75% per annum (or 18% upon the occurrence of an event of default) and matures on June 8, 2027. Beginning on July 8, 2026, and continuing on the same day of each of the twelve successive months thereafter, we are required to repay a portion of the outstanding balance of the January 2026 Yorkville Promissory Note in amounts equal to approximately $0.8 million.

Previous wording

On August 10, 2026, we entered into a securities purchase agreement with certain purchasers, pursuant to which we agreed to sell an aggregate of 4,000,000 shares of its Class A Common Stock in a registered direct offering at a purchase price of $10.00 per share. We expect the offering to close on or about August 12, 2026, subject to customary closing conditions. We expect to receive aggregate gross proceeds of approximately $40.0 million from the offering, before deducting offering-related expenses. We intend to use the net proceeds for general corporate purposes.

Current wording

On August 10, 2026 and August 21, 2026, we entered into stock purchase agreements with the Investors, pursuant to which we agreed to sell an aggregate of 5,000,000 shares of Class A Common Stock to the Investors in registered direct offerings at a purchase price of $10.00 per share. The closings of the offerings occurred on August 12, 2026 and August 26, 2026, respectively. We received aggregate gross proceeds of $50.0 million from the offerings, before deducting offering-related expenses.

Previous wording

On March 27, 2024, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”) with respect to an “at the market” offering program (the “ATM Facility”), under which we may, from time to time, at our sole discretion, issue and sell through B. Riley, acting as sales agent, up to $100 million of shares of Class A Common Stock. Pursuant to the ATM Agreement, we may sell the shares through B. Riley by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act. B. Riley will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us, including any price or size limits or other customary parameters or conditions we may impose. We pay B. Riley a commission of 3.0% of the gross sales price per share sold under the ATM Agreement, subject to certain reductions. On December 31, 2025, we entered into an Amended and Restated At Market Issuance Sales Agreement (the “A&R ATM Agreement”) with B. Riley and Yorkville Securities, LLC (“Yorkville Securities” and, together with B. Riley, the “Sales Agents”), pursuant to which, among other things, Yorkville Securities was added as an additional sales agent. Pursuant to the A&R ATM Agreement, we may offer and sell, from time to time through the Sales Agents, shares of its Class A Common Stock, having an aggregate offering price of up to $100.0 million (the “ATM Shares”). The material terms and conditions of the ATM Agreement otherwise remain unchanged.

Current wording

On March 27, 2024, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”) with respect to an “at the market” offering program (the “ATM Facility”), under which we may, from time to time, at our sole discretion, issue and sell through B. Riley, acting as sales agent, up to $100 million of shares of Class A Common Stock. Pursuant to the ATM Agreement, we may sell the shares through B. Riley by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act. B. Riley will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us, including any price or size limits or other customary parameters or conditions we may impose. We pay B. Riley a commission of 3.0% of the gross sales price per share sold under the ATM Agreement, subject to certain reductions. On December 31, 2025, we entered into an Amended and Restated At Market Issuance Sales Agreement (the “A&R ATM Agreement”) with B. Riley and Yorkville Securities, LLC (“Yorkville Securities” and, together with B. Riley, the “Sales Agents”), pursuant to which, among other things, Yorkville Securities was added as an additional sales agent. Pursuant to the A&R ATM Agreement, we may offer and sell, from time to time through the Sales Agents, shares of our Class A Common Stock, having an aggregate offering price of up to $100.0 million (the “ATM Shares”). The material terms and conditions of the ATM Agreement otherwise remain unchanged.

Previous wording

During the three months ended June 30, 2026, the Company sold 195,112 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $10.60. During the six months ended June 30, 2026, the Company sold 242,483 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $10.49. As of June 30, 2026, ATM Shares having an aggregate gross sales price of up to approximately $95.2 million remain available for issuance under the A&R ATM Agreement.

Current wording

During the three months ended September 30, 2026, the Company sold no shares of Class A Common Stock under the ATM Facility. During the nine months ended September 30, 2026, the Company sold 242,483 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $10.49. As of September 30, 2026, ATM Shares having an aggregate gross sales price of up to approximately $95.2 million remain available for issuance under the A&R ATM Agreement.

Previous wording

The following table summarizes our sources and uses of cash for thesix months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table summarizes our sources and uses of cash for thenine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

Net cash used in operating activities was approximately $3.4 million for thesix months ended June 30, 2026, as compared to cash used in operating activities of approximately $6.0 million for the same period in 2025. The approximately $2.6 million decrease in cash used in operating activities was primarily attributable to an approximately $2.5 million decrease in net loss, net of non-cash adjustments and a favorable change in working capital of approximately $0.1 million. The decrease in net loss, net of non-cash adjustments was primarily driven by the impact of increases in revenue from our operations at DVT, APA, ADS, and OPF. The favorable change in working capital was primarily driven by the timing of collections of accounts receivable as well as spending commitments and payments of our accounts payable and other accrued expenses.

Current wording

Net cash used in operating activities was approximately $4.1 million for thenine months ended September 30, 2026, as compared to cash used in operating activities of approximately $6.9 million for the same period in 2025. The approximately $2.8 million decrease in cash used in operating activities was primarily attributable to an approximately $3.9 million decrease in net loss, net of non-cash adjustments offset by an unfavorable change in working capital of approximately $1.1 million. The decrease in net loss, net of non-cash adjustments was primarily driven by the impact of increases in revenue from our operations at DVT, APA, ADS, and OPF. The favorable change in working capital was primarily driven by the timing of collections of accounts receivable as well as spending commitments and payments of our accounts payable and other accrued expenses.

Previous wording

Net cash used in investing activities was approximately $96.0 million for thesix months ended June 30, 2026, as compared to cash used in investing activities of approximately $54.8 million for the same period in 2025. The increase of approximately $41.2 million of cash used in investing activities was driven primarily by a decrease in proceeds received from available-for-sale investments of approximately $69.2 million and an increase of capital expenditures of approximately $19.0 million, offset by a decrease in purchases of available-for-sale and held-to-maturity investments of approximately $49.7 million.

Current wording

Net cash used in investing activities was approximately $145.2 million for thenine months ended September 30, 2026, as compared to cash used in investing activities of approximately $44.3 million for the same period in 2025. The increase of approximately $100.9 million of cash used in investing activities was driven primarily by an increase of capital expenditures of approximately $52.1 million and a net decrease in proceeds received from available-for-sale and held-to-maturity investments of approximately $50.4 million.

Previous wording

Net cash provided by financing activities was approximately $226.4 million for thesix months ended June 30, 2026, as compared to net cash used in financing activities of approximately $1.5 million for the same period in 2025. The approximately $227.9 million increase in net cash used in financing activities was primarily driven by proceeds received from the issuance of the Series 2026 Bonds of $150.0 million and approximately $78.8 million of proceeds received from the Term Loan Facility and 2026 Yorkville Promissory Note. These were offset by an increase of $3.9 million in payments for debt issuance costs.

Current wording

Net cash provided by financing activities was approximately $268.8 million for thenine months ended September 30, 2026, as compared to net cash used in financing activities of approximately $6.7 million for the same period in 2025. The approximately $275.5 million increase in net cash provided by financing activities was primarily driven by proceeds received from the issuance of the Series 2026 Bonds of $150.0 million, approximately $78.8 million of proceeds received from the Term Loan Facility and 2026 Yorkville Promissory Note, and approximately $50.0 million of proceeds received from registered direct offerings. The aforementioned increases were offset by an increase of approximately $5.1 million in principal payments for loans payable.