8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 3, 2026

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

(212) 554-5990

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 3, 2026

ex_915634.htm

Exhibit 5.1

February 3, 2026

Board of Directors

Sky Harbour Group Corporation

136 Tower Road, Suite 205

White Plains, NY 10604

Re: Prospectus Supplement

Ladies and Gentlemen:

We have acted as counsel to Sky Harbour Group Corporation, a Delaware corporation (the “Company”), in connection with the issuance of 40,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), pursuant to (i) the registration statement on Form S-3 (File No. 333-278275) as filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which was declared effective by the Commission on April 10, 2024 (together with the documents incorporated by reference therein, the “Registration Statement”), (ii) the base prospectus dated April 10, 2024 (together with the documents incorporated by reference therein, the “Base Prospectus”), (iii) the prospectus supplement dated February 3, 2026 (together with the documents incorporated by reference therein and the Base Prospectus, the “Prospectus”) and (iv) the non-convertible unsecured promissory note, dated January 27, 2026, issued by Sky Harbour LLC, the Company's subsidiary operating company, to YA II PN, Ltd. (the “Promissory Note”).

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In addition, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the issuance of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the General Corporation Law of the State of Delaware as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Sky Harbour Group Corporation

February 3, 2026

Page Two

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery in the manner contemplated by the Registration Statement, the Prospectus and the Promissory Note, will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus and may not be relied upon for any other purpose without our express written consent. No opinion may be implied or inferred beyond the opinion expressly stated. This opinion is given as of the date hereof, and we assume no obligation to advise you of any changes in applicable law or any facts or circumstances that come to our attention after the date hereof that may affect the opinion contained herein.

We consent to the use of this opinion as an exhibit to the above described Current Report on Form 8-K, and we consent to the reference of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP