SKYH Stock: Sky Harbour Hangar Leases, Bonds, Losses and Dilution (2026)

What is and is not profitable in the filings

Sky Harbour reports one segment and two earnings lines that point in opposite directions. The operating line, which is rent and fuel less the cost of running the campuses, the ground leases and the company, has been negative in every period shown. The net line has been positive twice, in the first half of 2025 and for the full year 2025, because the company carries its public and private warrants as a liability marked to the stock price. When the stock falls the liability shrinks and the difference is booked as income.

Revenue is growing about as fast as the company says; the margin on it is thin. Q2 2026 rental revenue was $7.0 million (up 35%) and fuel revenue $2.8 million (up 107%, our arithmetic). Fuel is sold on a gross basis at three campuses, ADS, APA and CMA, so $1.9 million of Q2 fuel expense sits against the $2.8 million of fuel revenue; the company's own “adjusted net fuel revenue” was $1.0 million. Ground lease expense, the rent Sky Harbour pays airports, was $3.9 million in the quarter, 54.9% of rental revenue (our arithmetic), and it is expensed even on sites still under construction.

Cash from operations turned slightly positive in Q2 only. The press release says Q2 net cash from operating activities was about $0.5 million against about negative $3.9 million in Q1, and calls it “the first quarter of recurrent positive operating cash flow in the Company's history.” For the half the figure was negative $3.4 million, against negative $6.0 million a year earlier. Investing outflows were $96.0 million in the half (construction), against $54.8 million, which is why financing inflows were $226.4 million.

Adjusted EBITDA as Sky Harbour defines it

Adjusted EBITDA is the company's number, not an accounting one. The 10-Q defines it as net income before depreciation, interest expense, interest income, stock compensation, the warrant fair-value change, non-cash operating lease expense and non-cash operating lease income, and other non-cash items. The two lease items matter: ground rent on sites that are not yet open is expensed on a straight-line basis ahead of the cash paid, and the add-back is large ($4.6 million in the half).

The company splits the result into two pieces. The hangar campuses in operation earned an adjusted operating profit of $3.6 million in Q2 2026 (up from $1.6 million) and corporate costs, mostly pay, pursuit and marketing, and administration, were $4.6 million, essentially flat. Break-even on this measure therefore depends on the campuses growing about $1 million a quarter faster than overhead. Stock compensation of $3.4 million in the half is added back, and $25.5 million of unrecognized RSU and option cost remains (our arithmetic from $13.5 million and $12.0 million).

Campuses: occupancy, new phases and what is still unbuilt

Occupancy is the company's measure of leased square footage over rentable square footage; economic occupancy compares the aircraft footprint under lease to rentable space and can exceed 100% in semi-private hangars. The table compares three filings.

Read the total with two caveats. The 10-K's 78.1% includes a Seattle facility at King County International Airport (BFI), four hangars at 39.5%, whose ground lease is shown in the 10-K as expiring in 2026. It is absent from the Q1 and Q2 10-Q tables and from the Q2 ground lease list, and the sections of the 10-Q we searched give no explanation, so the rise from 78.1% to 84.6% is partly a change in what is counted (our reading). The second caveat is the denominator: when OPF Phase II opened, its square footage entered and OPF's occupancy fell from 97.6% to 80.3%.

Newer campuses are leasing, and the company says re-leasing is at higher rents. The press release gives occupancy “as of today” (August 12, 2026) of 98% at ADS Phase 1, 76% at DVT and 44% at APA, and says the average escalation when original hangar leases turn over was 19% over the trailing twelve months to August 1, 2026, excluding annual CPI escalators with a 4% floor. It says SJC Phase 2, not yet constructed, is 100% pre-leased. These are company statements in a press release; the 10-Q does not repeat them.

Leases signed versus delivered. The 10-Q lists ground leases at 19 airports and operating campuses at 8 of them, so 11 airports have a ground lease but no operating campus (our arithmetic). Several leases carry minimum spend or construction deadlines: for example $30.0 million at Orlando Phase I within 36 months of the lease effective date, $25.0 million at Hudson Valley with construction to start within six months of permits, $40.0 million at Salt Lake City and $20.0 million at Camarillo within 60 months. The company “may terminate any of the contracts or suspend construction without cause” for its three contracted projects, with no termination penalties. On the customer side, non-cancelable minimum rent from tenants is $85.0 million in total, $13.6 million for the rest of 2026, $21.8 million in 2027, $15.8 million in 2028, falling to $7.3 million in 2030; some tenant leases are month-to-month, so this number is not backlog in the usual sense. The ground leases the company pays are the opposite shape: $696.0 million of undiscounted payments, $651.2 million of it after 2030.

Bonds and loans by series

Where the bondholder sits. The Series 2021 bonds are the senior revenue bonds of the obligated group, “collateralized on a joint and several basis with the property and revenues of all” its subsidiaries and their financed assets. The Series 2026 bonds are lent to a separate subsidiary, are guaranteed by the parent, and are secured by the loan agreement and residual cash flows of certain projects; the 10-Q says payment “is structurally subordinate to the Series 2021 Bonds and borrowings under the Term Loan Facility,” and that Sky Capital III expects to pay “from funds to the extent available and permitted to be released” under the 2021 master indenture and the term loan. Surplus-fund releases under the term loan start no earlier than January 1, 2027 and need a debt service coverage ratio of at least 2.00. The company reported compliance with all covenants at June 30, 2026 and says the obligated group's own debt service coverage tests were compliant.

Maturities are far away except the Yorkville notes. Contractual principal due is $12.5 million in the rest of 2026, $12.6 million in 2027, about $0.1 million in each of 2028 and 2029, $69.9 million in 2030 (the term loan) and no bond principal before 2031, when the Series 2026 bonds must be tendered and remarketed or refinanced at a new rate. The 10-Q says the company expects to “refinance the Term Loan Facility and the Series 2026 Bonds on or prior to its maturity date and mandatory tender date,” and notes it is a non-rated issuer exposed to credit spreads.

The June 29, 2026 amendment moved money around. The second amendment let the term loan borrow $20 million for the second phase at Opa Locka, a project that was not added to the borrowing base, and required the company to put at least $20 million of cash back into the borrowers (the “Term Loan Facility Replenishment”), which it may fund from Series 2026 bond proceeds. Until that is done the borrowers agreed not to place a lien on the San Jose campus. The $20 million was drawn the same day.

Cash, construction spending and the funding gap

Of $206.9 million, $187.9 million (90.8%, our arithmetic) is restricted, which means it is in trust accounts for construction, debt service reserves and capitalized interest and is not available to pay corporate costs. Unrestricted cash was $19.0 million at June 30, 2026, with about $12.5 million of Yorkville repayments due by December 8, 2026; the August stock sales brought in $50 million gross after the quarter. Constructed assets ($309.2 million) plus construction in progress ($84.2 million) were $393.3 million. The company's stated model for a future campus is about 200,000 square feet at about $60 million, with 70% or more funded by private activity bonds or other debt.

Shares, warrants and dilution

Sky Harbour has an Up-C structure: the public holds Class A shares, and the original owners hold Class B shares plus Sky Common Units that can be exchanged one-for-one for Class A. At June 30, 2026 those LLC interests owned 54.9% of the units (55.3% at year end), so Class A is the minority of the economic ownership.

The August price of $10.00 was, in the company's words, “a relatively small discount to our last 30-day VWAP of $10.49.” The sponsor, Boston Omaha, sold 360,000 shares at $10.00 to investors in a separate transaction on the same day, according to the August 10 8-K, and the 10-K says Boston Omaha's sales during 2025 had a “negative impact on our stock price.” The prospectus supplement puts net tangible book value at $4.75 per share at June 30, 2026 and $5.42 as adjusted for the August sales; both divide total equity, including the non-controlling interest, by Class A shares only, so treat them as the company's presentation. The earlier raises were a $75.2 million private placement at $9.50 in late 2024 and $57.8 million at $6.50 with warrants in 2023. In February 2026 the company granted 1,015,450 RSUs and 1,187,443 options at an $8.85 strike.

If the warrants stay below $11.50 they expire worthless and the liability, now $7.3 million at $0.46 each, reverses into income, which is a one-time gain, not earnings.

Related-party and sponsor items

The 10-Q's related-party note lists: a revolving loan to a company controlled by the former owner of the Camarillo subsidiaries, who is also an independent contractor ($1.2 million lent of a $3.0 million commitment, maturing December 6, 2029); an aircraft use agreement with Echo Echo, LLC ($0.2 million of expense in the half); and a head of construction hired in June 2025 who keeps a financial interest in a general contractor that built APA Phase I ($5.7 million of costs in the first half of 2025). The sponsor entity BOC Yellowstone LLC owns 7,719,779 of the warrants. Yorkville Securities, LLC was added as a second at-the-market sales agent on December 31, 2025, and the unsecured notes are with YA II PN, Ltd., described in the filing as “Yorkville”; the company also issued 90,000 shares to that lender as part of the two notes.

Guidance

The guidance was “reaffirmed” in August. It is for a run rate, a quarter annualized, so it describes the fourth quarter's pace, not 2026 results, and it is not a forecast of net income or of GAAP operating income, which the filings show far below zero.

What has been filed since, and what is next

After the Q2 10-Q of August 12, 2026 the EDGAR filing list shows the M-COR registered direct offering (8-K and prospectus supplement, August 25 and 26), a Schedule 13D/A (August 13) and two 8-Ks (August 20 and 21) that we did not read. The company's Q3 2025 10-Q was filed on November 12, 2025, so the Q3 2026 10-Q is likely to land in mid-November, but the company has not announced a date in a filing we read. The 90-day lock-up from the August 12 closing ends around November 10, 2026 (our arithmetic). As of October 17, 2026 the 10-Q for the quarter ended September 30, 2026 is not filed.

What a holder or reader can do with this

The filings give four things worth checking before the next quarter. First, which version of earnings the reader is looking at: GAAP net income includes the warrant mark, Adjusted EBITDA excludes interest, stock pay and non-cash rent. Second, the bond that is held: Series 2021 sits ahead of Series 2026 and the bank loan has its own security. Third, the Q3 10-Q should show whether Adjusted EBITDA reached a positive number, whether APA and DVT occupancy kept rising, and how much of the $50 million raise has been spent. Fourth, the dilution arithmetic: 81.6 million shares on a fully exchanged basis, 15.8 million warrants and a pipeline that the company says will need more equity if debt is not available. This is analysis of public documents, not investment, legal or tax advice. Our related pages on investing in real estate bonds, listed versus non-traded REITs and another listed industrial landlord, Rexford cover the other side of the comparison.

FAQ

All figures are from Sky Harbour Group Corporation (SEC CIK 1823587) filings read on EDGAR on October 17, 2026: Form 10-K for 2025 (accession 0001437749-26-009045); Form 10-Q for the quarters ended June 30, 2026 (0001437749-26-027302) and March 31, 2026 (0001437749-26-017035); Forms 8-K of June 29, 2026 on the term loan amendment (0001437749-26-022810), August 12, 2026 with the earnings press release as Exhibit 99.1 (0001437749-26-027312), August 10, 2026 on the registered direct offering (0001437749-26-027321) and August 26, 2026 on the M-COR offering (0001437749-26-029010); and the Form 424B5 prospectus supplement of August 25, 2026 (0001437749-26-029009). Arithmetic marked “our arithmetic” is ours. Statements marked as company statements come from the press release, which is furnished, not filed. This is analysis of public documents, not investment, legal or tax advice.