Material Event (Form 8-K)

Item 8.01. Other Events.

As previously disclosed, on January 27, 2026, Sky Harbour LLC, a subsidiary of Sky Harbour Group Corporation (the "Company"), issued a non-convertible, unsecured promissory note to YA II PN, Ltd., a Cayman Islands exempt limited company, or its registered assigns ("Yorkville"), in the aggregate principal amount of $10 million (the "January 2026 Yorkville Promissory Note").

On February 3, 2026, in connection with and pursuant to the January 2026 Yorkville Promissory Note, the Company issued 40,000 shares (the "Registered Shares") of the Company's Class A common stock, par value $0.0001 per share, to Yorkville in a registered direct offering. The Registered Shares are being offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-278275), filed with the Securities and Exchange Commission ("SEC") on March 27, 2024, and declared effective by the SEC on April 10, 2024, and the accompanying base prospectus included therein, as supplemented by the prospectus supplement filed with the SEC on February 3, 2026. A copy of the opinion of Morrison & Foerster LLP with respect to the validity of the shares in the offering is filed herewith as Exhibit 5.1.