SKYH · 10-Q

Sky Harbour Group Corporation [[SKYH]] — $50M Equity Raise and $150M Bond Issuance Fund Expansion

Filing Summary The September 30, 2026 10-Q shows strong growth—nine-month revenue rose 50% to $29.2 million and operating loss narrowed—but expansion remains dependent on external capital. August equity offerings and new debt supported investment, while unrestricted cash was $43.9 million and bonds and loans payable had a $405.3 million carrying value at quarter-end.

Terms & Mechanics - Two registered direct offerings closed August 12 and August 26, selling 5.0 million Class A shares for $50.0 million gross at $10.00 per share. Class A shares outstanding reached 39.6 million at September 30, versus 34.0 million at December 31, 2025. Net proceeds are not disclosed in filing materials. - The company issued $150.0 million of Series 2026 Bonds at 6.00%. Although their stated maturity is July 1, 2060, holders must tender them on January 1, 2031, requiring refinancing or remarketing. At September 30, bonds and loans payable had a combined carrying value of $405.3 million. - The Term Loan Facility had $129.2 million of remaining availability, subject to borrowing-base restrictions. The company reported covenant compliance at quarter-end; a 1.25x debt-service-coverage test applies after its specified trigger, no later than September 2028. - The company also sold 242,483 shares through its ATM program during the first nine months, for $2.5 million; no ATM shares were sold in the third quarter. About $95.2 million of gross ATM capacity remained. - Contextual delta: The June 30 10-Q context reported an agreement for 4.0 million shares and $40.0 million gross. The current filing reports completed August offerings totaling 5.0 million shares and $50.0 million gross—1.0 million shares and $10.0 million more. Bonds and loans carrying value was $410.1 million at June 30 and $405.3 million at September 30; these are quarter-end carrying values, not principal amounts.

Strategic & Capital Implications Operating progress is real but has not yet produced GAAP profitability: nine-month operating loss narrowed to $20.0 million from $22.0 million, while net loss was $16.2 million versus $0.6 million of income a year earlier. That comparison is affected by a smaller noncash warrant valuation gain; interest expense also increased. Adjusted EBITDA loss narrowed to $3.0 million from $8.6 million, but construction spending remains substantial: $110.6 million in the first nine months, with the development pipeline estimated at $724.2–$796.4 million.

The capital raised supports growth, but brings dilution and debt-service risk. Cash, restricted cash and investments totaled $199.4 million, including $112.6 million of restricted cash and $42.9 million of restricted investments; management states liquidity is sufficient for more than one year after issuance of the financial statements. That liquidity should be weighed against continued development needs, long-term ground-lease obligations and the 2031 bond tender. The filing also reports 15.8 million outstanding warrants exercisable at $11.50, adding potential dilution.

Next Catalysts - Track project construction, lease-up and occupancy against continued capital spending and lease milestones. - Monitor Term Loan Facility draws, borrowing-base availability and the debt-service-coverage test as it takes effect, no later than September 2028. - Watch for further ATM sales or other financing; the filing reports about $95.2 million of remaining gross ATM capacity. - The Series 2026 Bonds’ mandatory tender date is January 1, 2031; refinancing or remarketing will be required by then. - The 15.8 million warrants are exercisable at $11.50 and expire January 25, 2027.

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