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What changed in Sky Harbour Group Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Sky Harbour Group Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+259 added−242 removedSource: 10-K (2026-03-19) vs 10-K (2025-03-27)

Top changes in Sky Harbour Group Corp's 2025 10-K

259 paragraphs added · 242 removed · 183 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

33 edited+2 added−3 removed26 unchanged
Biggest changeSuch leases expire in 2071 and 2073, respectively. 9 Table of Contents The following tables provide supplemental information regarding each of our home basing hangar campus properties in operation and in development: PROPERTIES IN OPERATION Facility Completion Date Hangars Rentable Square Footage % of Total Rentable Square Footage Occupancy at December 31, 2024 SGR December 2020 7 66,080 12.3 % 100.0 % BNA November 2022 10 149,069 27.7 % 91.6 % OPF Phase I February 2023 12 160,092 29.7 % 100.0 % SJC Renovation Existing facility 1 41,464 7.7 % 100.0 % CMA Existing facility 4 121,931 22.6 % 77.6 % Total/Weighted Average 34 538,636 100.0 % 92.6 % PROPERTIES IN DEVELOPMENT Facility Status ​ Projected Construction Start (1) ​ Projected Completion Date (1) Estimated Total Construction Cost ($mm) (1) Hangars (1) Rentable Square Footage (1) ADS Phase I In Construction Q4 2023 Q2 2025 $ 32.9 - 34.9 6 137,835 ADS Phase II Predevelopment Q2 2025 Q3 2026 21.3 - 25.2 4 116,420 APA Phase I In Construction Q4 2022 Q2 2025 44.8 - 50.8 9 130,550 APA Phase II Predevelopment Q4 2026 Q1 2028 34.3 - 38.3 3 107,135 BDL Phase I Predevelopment Q2 2025 Q3 2026 26.8 - 33.1 3 125,400 DVT Phase I In Construction Q4 2022 Q1 2025 51.3 - 56.6 8 134,270 DVT Phase II Predevelopment Q1 2027 Q2 2028 34.6 - 38.6 6 123,646 IAD Phase I Predevelopment Q4 2025 Q1 2027 61.6 - 67.3 4 206,800 IAD Phase II Predevelopment TBD TBD TBD TBD TBD OPF Phase II In Construction Q1 2025 Q2 2026 34.1 - 36.8 3 155,100 ORL Phase I Predevelopment Q3 2025 Q4 2026 36.8 - 41.5 3 155,100 ORL Phase II Predevelopment TBD TBD TBD TBD TBD POU Phase I Predevelopment Q2 2025 Q2 2026 29.6 - 33.1 2 103,400 POU Phase II Predevelopment Q3 2026 Q3 2027 14.8 - 16.5 1 51,700 PWK Phase I Predevelopment Q2 2026 Q2 2027 85.8 - 90.1 4 206,800 SJC Phase II Predevelopment Q2 2026 Q2 2027 21.0 - 24.0 1 28,235 SLC Predevelopment Q3 2025 Q3 2026 44.9 - 49.7 4 206,800 TTN Predevelopment Q4 2025 Q4 2026 44.4 - 49.6 3 171,300 Total $ 619.0 - 686.1 64 2,160,491 (1) Our projections associated with the commencement and completion of construction, estimated total construction cost as of December 31, 2024, hangars, and rentable square footage of our properties in development are inherently subjective and require judgement to estimate.
Biggest changeSuch leases expire in 2071 and 2073, respectively. 9 Table of Contents The following tables provide supplemental information regarding each of our HBO campus properties in operation and in development: PROPERTIES IN OPERATION Facility Completion Date Hangars Rentable Square Footage % of Total Rentable Square Footage Occupancy at December 31, 2025 SGR December 2020 7 66,080 6.5 % 100.0 % BNA November 2022 10 149,069 14.6 % 88.9 % OPF Phase I February 2023 12 160,092 15.6 % 97.6 % DVT Phase I April 2025 8 134,270 13.1 % 73.1 % ADS Phase I June 2025 6 118,602 11.6 % 86.7 % APA Phase I September 2025 9 130,664 12.8 % 26.9 % SJC Renovation Existing facility 1 50,431 4.9 % 100.0 % CMA Existing facility 4 121,931 11.9 % 100.0 % BFI Existing facility 4 92,495 9.0 % 39.5 % Total/Weighted Average 61 1,023,634 100.0 % 78.1 % PROPERTIES IN DEVELOPMENT Facility Status Projected Construction Start (1) Projected Completion Date (1) Estimated Total Construction Cost ($mm) (1) Hangars (1) Rentable Square Footage (1) ADS Phase II In Construction Q2 2025 Q1 2027 $24.6 - $27.6 4 110,990 APA Phase II In Development TBD TBD 30.4 - 33.6 3 57,570 BDL Phase I In Construction Q3 2025 Q4 2026 40.0 - 42.1 3 107,360 CMA Phase I In Development Q2 2027 Q2 2028 26.0 - 35.0 3 92,680 DVT Phase II In Development TBD TBD 34.6 - 38.6 4 132,732 FTW Phase I In Development Q1 2027 Q1 2028 17.5 - 19.5 2 74,560 HIO Phase I In Development Q4 2026 Q4 2027 32.0 - 34.0 4 107,680 HIO Phase II In Development TBD TBD 29.5 - 32.0 2 85,760 IAD Phase I In Development Q4 2026 Q4 2027 55.0 - 60.8 4 171,520 IAD Phase II In Development TBD TBD 44.7 - 49.4 4 171,520 LGB Phase I In Development Q3 2027 Q1 2029 55.0 - 67.0 5 196,920 OPF Phase II In Construction Q1 2025 Q2 2026 39.3 - 39.6 3 111,201 ORL Phase I In Development Q1 2026 Q2 2027 39.5 - 43.6 4 133,640 ORL Phase II In Development TBD TBD 35.2 - 39.0 3 128,640 POU Phase I In Development Q2 2026 Q3 2027 31.0 - 32.5 2 85,760 POU Phase II In Development TBD TBD 18.3 - 20.3 1 42,880 PWK Phase I In Development Q4 2026 Q4 2027 33.0 - 35.6 3 128,640 PWK Phase II In Development TBD TBD TBD 4 171,520 SJC Phase II In Development Q1 2027 Q1 2028 17.1 - 17.9 1 28,000 SLC Phase I In Construction Q1 2026 Q1 2027 47.2 - 49.0 4 171,520 SWF Phase I In Development TBD TBD TBD 8 256,240 TTN Phase I In Development Q2 2026 Q3 2027 40.1 - 44.3 3 128,640 Total $690.0 - $761.4 74 2,695,973 (1) Our projections associated with the commencement and completion of construction, estimated total construction cost as of December 31, 2025, hangars, and rentable square footage of our properties in development are inherently subjective and require judgement to estimate.
Competition The hangar space rental segment of the aviation services industry in which we operate is very competitive. We compete with national, regional and local FBOs and other local hangar real estate companies. Our competitors may include FBOs currently operating at certain airports that may have greater financial or other resources and/or lower cost structure than us.
Competition The hangar space rental segment of the aviation services industry in which we operate is very competitive. We compete with national, regional and local FBOs and other hangar real estate companies. Our competitors include FBOs currently operating at certain airports that may have greater financial or other resources and/or lower cost structure than us.
Periodic Reporting and Financial Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments to those reports, filed with or furnished to the Securities and Exchange Commission (the “SEC”), are available free of charge through the investor relations sections of the Company’s website, www.skyharbour.group, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC.
Periodic Reporting and Financial Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, filed with or furnished to the Securities and Exchange Commission (the “SEC”), are available free of charge through the investor relations sections of the Company’s website, www.skyharbour.group, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC.
Insurance We maintain insurance of the types and in amounts that we believe to be adequate and consistent with industry standards. During construction, our principal coverage includes builder's risk, general liability, excess liability, and contractor's pollution liability insurance.
Insurance We maintain insurance of the types and in amounts that we believe to be adequate and consistent with industry standards. During construction, our principal coverage includes builder's risk, general and hangarkeepers liability, excess liability, and contractor's pollution liability insurance.
We believe we offer competitive compensation (including base salary, incentive bonus, and long-term equity awards) and benefits packages designed to attract and reward talented individuals who possess the skills necessary to support our business objectives and assist in the achievement of our strategic goals and development plans. All employees are eligible for health insurance, a retirement plan, and life/disability coverage.
We believe we offer competitive compensation (including base salary, incentive bonuses, and long-term equity awards) and benefits packages designed to attract and reward talented individuals who possess the skills necessary to support our business objectives and assist in the achievement of our strategic goals and development plans. All employees are eligible for health insurance, a retirement plan, and life/disability coverage.
A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth over $285 billion expected to be delivered between 2025 and 2034, with over two-thirds of the deliveries expected to be comprised of larger private jets.
A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth over $283 billion expected to be delivered between 2025 and 2034, with over two-thirds of the deliveries expected to be comprised of larger private jets.
The discovery by first-time flyers in the convenience, control and comfort of general aviation has caused a shift in consumer behavior which we believe will also support increasing demand for home basing hangar campuses. 8 Table of Contents Our Properties We develop our home basing hangar campuses on long-term ground leases (or sub-leases thereof) at airports with suitable infrastructure serving metropolitan centers across the United States.
The discovery by first-time flyers in the convenience, control and comfort of general aviation has caused a shift in consumer behavior which we believe will also support increasing demand for HBO hangar campuses. 8 Table of Contents Our Properties We develop our HBO campuses on long-term ground leases (or sub-leases thereof) at airports with suitable infrastructure serving metropolitan centers across the United States.
Other competitors have been in business longer than us and may have greater financial resources available. We compete with other operators, including FBOs, at all of our current locations, and our hangar campuses may also face indirect competition from operators located at nearby airports.
Other competitors have been in business longer than us and may have greater financial resources available. We compete with other operators at all of our current locations, and our hangar campuses may also face indirect competition from operators located at nearby airports.
We believe demand for home basing hangar campuses will be driven broadly by the growing size of the business aviation fleet in the United States and the delivery of larger aircraft with taller tail heights, as well as the privacy and security inherent at our hangar campuses in comparison to operations focused on transient and commercial aircraft.
We believe demand for HBO hangar campuses will be driven broadly by the growing size of the business aviation fleet in the United States and the delivery of larger aircraft with taller tail heights, as well as the privacy and security inherent at our hangar campuses in comparison to operations focused on transient and commercial aircraft.
In addition, our home basing hangar campuses are designed to be electric vehicle charger-equipped and electric aircraft charger-ready. In addition, our hangar design contains environmentally friendly aspects such as no-foam fire suppression. Moreover, our hangars are designed to be both solar and wind energy capable for future installation.
In addition, our HBO campuses are designed to be electric vehicle charger-equipped and electric aircraft charger-ready. In addition, our hangar design contains environmentally friendly aspects such as no-foam fire suppression. Moreover, our hangars are designed to be both solar and wind energy capable for future installation.
Our portfolio of ground leases as of December 31, 2024 was as follows: Airport IATA Code Location (City, State) Location (Metropolitan Center) Ground Lessor Ground Lease Acres Ground Lease Exp.
Our portfolio of ground leases as of December 31, 2025 was as follows: Airport IATA Code Location (City, State) Location (Metropolitan Center) Ground Lessor Ground Lease Acres Ground Lease Exp.
Hangar features include: • the ability to accommodate heavy business jets in single configuration, medium jets in twin or triplet configuration, or light jets in multi-configuration; • compliance with National Fire Protection Association (“NFPA”) 409 Group III fire code, eliminating foam fire protection systems, resulting in lower construction costs and operating expenses, as well as eliminating accidental foam discharges and the resultant negative effects on aircraft maintenance and resale value; • high-voltage capability, industrial drainage and impervious floors that support in-hangar maintenance and inspections; and • control through smartphone application.
Hangar features include: • the ability to accommodate heavy business jets in multi-configuration; • compliance with National Fire Protection Association (“NFPA”) 409 Group III fire code, eliminating foam fire protection systems, resulting in lower construction costs and operating expenses, as well as eliminating accidental foam discharges and the resultant negative effects on aircraft maintenance and resale value; • high-voltage capability, industrial drainage and impervious floors that support in-hangar maintenance and inspections; and • control through smartphone application.
In addition, the Department of Homeland Security, Department of Transportation, Environmental Protection Agency, state and local environmental agencies, and local airport authorities contribute to the regulation of our home basing hangar campuses. We must comply with federal, state, and local environmental statutes, and regulations, including those associated in part with the operation of fuel storage tank systems and fuel trucks.
In addition, the Department of Homeland Security, Department of Transportation, Environmental Protection Agency, state and local environmental agencies, and local airport authorities contribute to the regulation of our HBO campuses. We must comply with federal, state, and local environmental statutes, and regulations, including those associated in part with the operation of fuel storage tank systems and fuel trucks.
These requirements include, among others, tank and pipe testing for tightness, soil sampling for evidence of leaking, and remediation of detected leaks and spills. Environmental and Related Matters Our home basing hangar campuses are subject to regular inspection by local environmental agencies, as well as local fire marshals and other agencies.
These requirements include, among others, tank and pipe testing for tightness, soil sampling for evidence of leaking, and remediation of detected leaks and spills. Environmental and Related Matters Our HBO campuses are subject to regular inspection by local environmental agencies, as well as local fire marshals and other agencies.
As part of this, our home basing hangar campuses are designed to reduce the need to reposition private jets, which reduces the use of fuel as well as air emissions and noise pollution. We operate a fleet of electric ground support equipment which have a low cost to operate and maintain.
As part of this, our HBO campuses are designed to reduce the need to reposition private jets, which reduces the use of fuel as well as air emissions and noise pollution. We operate a fleet of electric ground support equipment which have a low cost to operate and maintain.
We believe that with no transient traffic, our home basing hangar campuses offer a shorter time to wheels-up, even during periods of peak traffic. Our research has indicated our current and typical future tenants operate late model business jets that emit less noise than other based aircraft, leading to a decreased average noise footprint at our home basing hangar campuses.
We believe that with no transient traffic, our HBO hangar campuses offer a shorter time to wheels-up, especially during periods of peak traffic. Our research has indicated our current and typical future tenants operate late model business jets that emit less noise than other based aircraft, leading to a decreased average noise footprint at our HBO hangar campuses.
This allows the Company to fund its development through the public bond market, providing capital efficiency and mitigating refinance risk. 7 Table of Contents In contrast with community hangars and other facilities provided by FBOs, the home basing hangar campuses we develop provide the following features and services: • private hangar space for exclusive or semi-exclusive use of the tenant; • adjoining configurable lounge and office suites; • low-traffic campus environments free of transient aircraft and associated activities; • line crews and services dedicated exclusively to tenants; • climate control to mitigate condensation and associated corrosion; • features to support in-hangar aircraft maintenance; • no-foam fire suppression; and • customized software to provide security, control access and monitor hangar space.
This allows us to fund our development through the public bond market and bank debt, providing capital efficiency and mitigating refinance risk. 7 Table of Contents In contrast with community hangars and other facilities provided by FBOs, the HBO campuses we develop provide the following features and services: • private hangar space for exclusive or semi-exclusive use of the tenant; • adjoining configurable lounge and office suites; • low-traffic campus environments free of transient aircraft and associated activities; • line crews and services dedicated exclusively to tenants; • climate control to mitigate condensation and associated corrosion; • features to support in-hangar aircraft maintenance; • no-foam fire suppression; and • customized software to provide security, control access and monitor hangar space.
Our home basing hangar campuses feature private and semi-private hangars and a full suite of dedicated services specifically optimized for home based, versus transient, aircraft. The physical footprint of the U.S. business aviation fleet grew by almost 36 million square feet in the past fourteen years, with hangar supply lagging dramatically, especially in key growth markets.
Our HBO campuses feature private and semi-private hangars and a full suite of dedicated services specifically optimized for home based, versus transient, aircraft. The physical footprint of the U.S. business aviation fleet grew by almost 46 million square feet in the past sixteen years, with hangar supply lagging dramatically, especially in key growth markets.
With respect to our ongoing hangar leasing operations, we do not experience substantial seasonal fluctuations in our revenues and the results of operations. Government Regulation FAA Regulation The industry is overseen primarily by the FAA.
With respect to our ongoing hangar leasing operations, we do not experience substantial seasonal fluctuations in our revenues and the results of operations. Government Regulation FAA Regulation The industry is overseen primarily by the Federal Aviation Administration (the “FAA”).
ITEM 1. BUSINESS Overview We are an aviation infrastructure development company building the first nationwide network of home basing hangar campuses for business aircraft. We develop, lease and manage general aviation hangars across the United States, targeting airfields in markets with significant based aircraft populations and high hangar demand.
ITEM 1. BUSINESS Overview We are an aviation infrastructure development company building the first nationwide network of Home Base Operator (“HBO”) campuses designed exclusively for business aircraft. We develop, lease and manage general aviation hangars across the United States, targeting airfields in markets with significant based aircraft populations and high hangar demand.
The cumulative square footage of the business aircraft fleet in the United States increased 61% between 2010 and 2023. Moreover, over that same period, there was an 102% increase in the square footage of larger private jets – those with greater than a 24-foot tail height.
The cumulative square footage of the business aircraft fleet in the United States increased 73% between 2010 and 2025. Moreover, over that same period, there was an 120% increase in the square footage of larger private jets – those with greater than a 24-foot tail height.
Year (1) Addison Airport ADS Addison, TX Dallas, TX Town of Addison 12.5 2065 Bradley International Airport BDL Windsor Locks, CT Hartford, CT Connecticut Airport Authority 8.0 2075 Camarillo Airport CMA Camarillo, CA Los Angeles, CA County of Ventura 17.1 (2) 2073 (2) Centennial Airport APA Englewood, CO Denver, CO Arapahoe County Public Airport Authority 19.7 2097 Chicago Executive Airport PWK Wheeling, IL Chicago, IL Village of Wheeling and City of Prospect Heights 15.0 2074 Hudson Valley Regional Airport POU Wappingers Falls, NY New York, NY County of Duchess 7.1 2066 Miami-Opa Locka Executive Airport OPF Opa Locka, FL Miami, FL Miami-Dade County 22.6 2079 Nashville International Airport BNA Nashville, TN Nashville, TN Metropolitan Nashville Airport Authority 15.2 2070 Orlando Executive Airport ORL Orlando, FL Orlando, FL Greater Orlando Aviation Authority 20.0 2074 Phoenix Deer Valley Airport DVT Phoenix, AZ Phoenix, AZ City of Phoenix 15.4 2061 Salt Lake City International Airport SLC Salt Lake City, UT Salt Lake City, UT Salt Lake City Corporation 8.4 2077 San José Mineta International Airport SJC San José, CA San José, CA City of San José 6.5 2044 Sugar Land Regional Airport SGR Sugar Land, TX Houston, TX City of Sugar Land 8.1 2049 Trenton-Mercer Airport TTN Ewing, NJ New York, NY - Philadelphia, PA County of Mercer 11.8 2078 Washington Dulles International Airport IAD Dulles, VA Washington, DC Metropolitan Washington Airports Authority 18.0 2084 (1) Ground lease expiration years presented assume the exercise of all lease term extension options exercisable at our sole discretion.
Year (1) Addison Airport ADS Addison, TX Dallas, TX Town of Addison 12.5 2065 Bradley International Airport BDL Windsor Locks, CT Hartford, CT Connecticut Airport Authority 8.0 2075 Camarillo Airport CMA Camarillo, CA Los Angeles, CA County of Ventura 17.1 (2) 2073 (2) Centennial Airport APA Englewood, CO Denver, CO Arapahoe County Public Airport Authority 19.7 2097 Chicago Executive Airport PWK Wheeling, IL Chicago, IL Village of Wheeling and City of Prospect Heights 15.0 2075 Fort Worth Meacham International Airport FTW Fort Worth, TX Fort Worth, TX City of Fort Worth 4.5 2056 Hillsboro Airport HIO Hillsboro, OR Portland, OR Port of Portland 13.2 2072 Hudson Valley Regional Airport POU Wappingers Falls, NY New York, NY County of Duchess 7.1 2066 King County International Airport (Boeing Field) BFI Seattle, WA Seattle, WA King County 5.0 2026 Long Beach Airport LGB Long Beach, CA Los Angeles, CA City of Long Beach 17.1 2075 Miami-Opa Locka Executive Airport OPF Opa Locka, FL Miami, FL Miami-Dade County 22.6 2079 Nashville International Airport BNA Nashville, TN Nashville, TN Metropolitan Nashville Airport Authority 15.2 2070 New York Stewart International Airport SWF New Windsor, NY New York, NY The Port Authority of New York and New Jersey 16.0 2070 Orlando Executive Airport ORL Orlando, FL Orlando, FL Greater Orlando Aviation Authority 20.0 2074 Phoenix Deer Valley Airport DVT Phoenix, AZ Phoenix, AZ City of Phoenix 15.4 2061 Salt Lake City International Airport SLC Salt Lake City, UT Salt Lake City, UT Salt Lake City Corporation 8.4 2077 San José Mineta International Airport SJC San José, CA San José, CA City of San José 6.5 2044 Sugar Land Regional Airport SGR Sugar Land, TX Houston, TX City of Sugar Land 4.1 2049 Trenton-Mercer Airport TTN Ewing, NJ New York, NY - Philadelphia, PA County of Mercer 11.8 2078 Washington Dulles International Airport IAD Dulles, VA Washington, DC Metropolitan Washington Airports Authority 18.0 2084 (1) Ground lease expiration years presented assume the exercise of all lease term extension options exercisable at our sole discretion.
This forecast is further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft as of December 31, 2024 is over $52 billion, an increase of approximately 6% over the prior year.
This forecast is further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft as of December 31, 2025 is over $57 billion, an increase of approximately 10% over the prior year.
Seasonality Adverse weather conditions, particularly during the winter months, can cause delays in the development and construction of our home basing hangar projects. The geographic diversity of our development portfolio helps mitigate this risk through exposure to various geographies and climates.
Seasonality Adverse weather conditions, particularly during the winter months, can cause delays in the development, construction, and leasing of our HBO campus projects. The geographic diversity of our development portfolio helps mitigate this risk through exposure to various geographies and climates.
Many Sky Harbour home basing hangar campuses feature the Sky Harbour Academy training program, which includes paid training for a career in the aviation industry. The Sky Harbour Academy recruits members of disadvantaged and underrepresented communities with an interest in aviation, ultimately providing such members full training and certification as line service technicians and customer service representatives.
Certain of our HBO campuses feature the Sky Harbour Academy training program, which includes paid training for a career in the aviation industry. The Sky Harbour Academy recruits members with an interest in aviation, ultimately providing such members full training and certification as line service technicians and customer service representatives.
We expect to realize economies of scale in construction through a prototype hangar design replicated at our home basing hangar campuses across the United States. This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation.
We expect to realize economies of scale in construction through prototype hangar designs replicated at our HBO campuses across the United States through our in-house construction management and general contracting. This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation.
Once operational, each campus maintains commercial property, flood, earthquake, boiler and machinery, business income/loss of rent, automobile liability, general liability, environmental liability, and worker's compensation insurance. We maintain general liability and product liability insurance in connection with our hangar manufacturing activities. We also maintain insurance coverage related to our directors and officers, employment-related liabilities, and cyber-related incidents.
Once operational, each campus maintains commercial property, flood, earthquake, boiler and machinery, business income/loss of rent, automobile liability, general liability, environmental liability, and worker's compensation insurance. We maintain general liability and product liability insurance in connection with our hangar manufacturing activities. We maintain general liability and professional liability insurance in connection with our hangar design and general contracting activities.
The following table summarizes the total aircraft operations and forecasted total aircraft operations from 2020 through 2029 at each of our home basing hangar campus properties and development projects: Total Operations Forecasted Total Operations Average Annual 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Growth Addison Airport (ADS) 109,915 114,295 120,256 119,149 119,100 126,182 131,533 137,116 143,352 145,348 3.2 % Bradley International Airport (BDL) 58,142 72,807 79,385 79,626 83,238 90,381 91,870 93,261 94,696 95,974 6.0 % Camarillo Airport (CMA) 158,782 173,970 187,076 170,566 180,162 183,216 184,005 184,797 185,592 186,391 1.9 % Centennial Airport (APA) 331,001 310,861 300,558 360,725 340,411 353,641 360,640 367,636 374,108 379,174 1.8 % Chicago Executive Airport (PWK) 77,377 99,795 97,456 98,111 98,551 97,922 98,569 99,217 99,864 100,512 3.3 % Hudson Valley Regional Airport (POU) 43,206 58,306 60,403 58,935 79,227 79,824 81,092 82,363 83,638 84,915 8.6 % Miami-Opa Locka Executive Airport (OPF) 134,683 163,215 157,286 173,897 140,955 153,387 167,305 174,221 180,645 183,024 4.0 % Nashville International Airport (BNA) 163,365 219,427 251,446 271,842 275,116 278,841 285,345 291,760 298,633 305,381 7.6 % Orlando Executive Airport (ORL) 122,839 143,840 152,282 174,314 180,221 181,076 182,632 184,190 185,750 187,313 5.0 % Phoenix Deer Valley Airport (DVT) 402,444 271,979 275,153 344,393 432,874 428,445 447,756 452,885 457,296 459,527 2.9 % Salt Lake City International Airport (SLC) 276,816 342,505 321,941 318,998 326,687 335,923 343,133 351,791 360,551 367,654 3.5 % San José Mineta International Airport (SJC) 115,895 135,032 166,038 164,564 164,630 170,333 186,163 197,496 203,543 207,385 6.9 % Sugar Land Regional Airport (SGR) 66,502 72,409 79,662 87,048 79,122 80,068 81,546 81,927 82,308 82,690 2.6 % Trenton-Mercer Airport (TTN) 88,926 85,160 105,217 99,905 93,779 94,898 98,149 101,702 102,532 103,287 2.0 % Washington Dulles International Airport (IAD) 175,944 245,805 272,889 284,866 306,582 323,609 320,961 326,323 333,439 338,469 8.1 % Sources: Historic data derived from FAA OPSNET and forecast data from FAA TAF. 11 Table of Contents Customers, Sales and Marketing We seek to maximize hangar rental charges consistent with capacity utilization at our existing and future facilities.
The following table summarizes the total aircraft operations and forecasted total aircraft operations from 2021 through 2030 at at each of the airports within our portfolio of ground leases: Total Operations Forecasted Total Operations Average Annual 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Growth Addison Airport (ADS) 114,295 120,256 119,149 119,100 121,136 131,533 137,116 143,352 145,348 147,398 2.9 % Bradley International Airport (BDL) 72,807 79,385 79,626 83,238 85,169 91,870 93,261 94,696 95,974 97,133 3.3 % Camarillo Airport (CMA) 173,970 187,076 170,566 180,162 186,679 184,005 184,797 185,592 186,391 187,194 0.9 % Centennial Airport (APA) 310,861 300,558 360,725 340,411 305,102 360,640 367,636 374,108 379,174 384,242 2.8 % Chicago Executive Airport (PWK) 99,795 97,456 98,111 98,551 100,958 98,569 99,217 99,864 100,512 101,160 0.2 % Fort Worth Meacham International Airport (FTW) 154,015 179,415 181,712 210,278 216,544 220,110 222,163 224,229 226,309 228,403 4.6 % Hillsboro Airport (HIO) 131,527 159,261 183,771 172,718 165,317 180,778 185,054 185,385 185,717 186,050 4.3 % Hudson Valley Regional Airport (POU) 58,306 60,403 58,935 79,227 74,437 81,092 82,363 83,638 84,915 86,197 5.0 % King County International Airport (BFI) 169,569 156,522 157,064 149,559 99,681 169,289 172,324 175,332 176,614 177,921 3.3 % Long Beach International Airport (LGB) 334,767 316,842 356,266 389,532 376,994 391,027 393,049 395,070 397,029 398,961 2.1 % Miami-Opa Locka Executive Airport (OPF) 163,215 157,286 173,897 140,955 155,392 167,305 174,221 180,645 183,024 185,409 1.8 % Nashville International Airport (BNA) 219,427 251,446 271,842 275,116 289,055 285,345 291,760 298,633 305,381 312,054 4.1 % New York Stewart International Airport (SWF) 32,175 37,262 33,368 32,352 33,766 32,267 33,819 35,080 35,537 35,887 1.5 % Orlando Executive Airport (ORL) 143,840 152,282 174,314 180,221 176,185 182,632 184,190 185,750 187,313 188,878 3.2 % Phoenix Deer Valley Airport (DVT) 271,979 275,153 344,393 432,874 490,702 447,756 452,885 457,296 459,527 461,779 6.6 % Salt Lake City International Airport (SLC) 342,505 321,941 318,998 326,687 333,038 343,133 351,791 360,551 367,654 374,659 1.0 % San José Mineta International Airport (SJC) 135,032 166,038 164,546 164,630 156,655 186,163 197,496 203,543 207,385 211,206 5.4 % Sugar Land Regional Airport (SGR) 72,409 79,662 87,048 79,122 89,556 81,546 81,927 82,308 82,690 83,071 1.8 % Trenton-Mercer Airport (TTN) 85,160 105,217 99,905 93,779 79,762 98,149 101,702 102,532 103,287 104,011 2.9 % Washington Dulles International Airport (IAD) 245,805 272,889 284,866 306,582 340,369 320,961 326,323 333,439 338,469 343,447 3.9 % Sources: Historic data derived from FAA OPSNET and forecast data from FAA TAF. 11 Table of Contents Customers, Sales and Marketing We seek to maximize hangar rental charges consistent with capacity utilization at our existing and future facilities.
We require the tenants at our campuses to maintain aircraft physical damage, general liability, worker's compensation, and automobile liability insurance coverage. Human Capital As of December 31, 2024, we had 84 employees, none of which were subject to collective bargaining agreements. We also engage contractors and consultants to supplement our permanent workforce.
We also maintain insurance coverage related to our directors and officers, employment-related liabilities, automobile liabilities, and cyber-related incidents. We require the tenants at our campuses to maintain aircraft physical damage, general liability, worker's compensation, and automobile liability insurance coverage. Human Capital As of December 31, 2025, we had 112 employees, none of whom were subject to collective bargaining agreements.
We believe that our estimates of construction costs and timelines are subject to variability based on various factors including, but not limited to, changes in anticipated site plans, hangar mix, hangar specifications, executed guaranteed maximum price construction contracts, and general market conditions. 10 Table of Contents The following table identifies the latest available information on the number of aircraft based at each of our home basing hangar campus properties and development projects: Single Engine Multi Engine Jet Helicopters Military Total Addison Airport (ADS) 305 71 147 7 - 530 Bradley International Airport (BDL) - 2 27 5 18 52 Camarillo Airport (CMA) 301 35 24 22 - 382 Centennial Airport (APA) 574 91 191 30 - 886 Chicago Executive Airport (PWK) 128 16 83 4 - 231 Hudson Valley Regional Airport (POU) 108 7 2 3 2 122 Miami-Opa Locka Executive Airport (OPF) 42 13 103 7 5 170 Nashville International Airport (BNA) 18 9 79 2 15 123 Orlando Executive Airport (ORL) 155 47 36 19 - 257 Phoenix Deer Valley Airport (DVT) 754 84 18 21 2 879 Salt Lake City International Airport (SLC) 126 29 55 13 12 235 San José Mineta International Airport (SJC) 66 17 53 6 - 142 Sugar Land Regional Airport (SGR) 98 18 37 4 - 157 Trenton-Mercer Airport (TTN) 73 16 25 18 - 132 Washington Dulles International Airport (IAD) 7 - 46 - - 53 Sources: FAA Airport Master Records as of February 2025.
We believe that our estimates of construction costs and timelines are subject to variability based on various factors including, but not limited to, changes in anticipated site plans, hangar mix, hangar specifications, executed guaranteed maximum price construction contracts, and general market conditions. 10 Table of Contents The following table identifies the latest available information on the number of aircraft based at each of the airports within our portfolio of ground leases: Single Engine Multi Engine Jet Helicopters Military Total Addison Airport (ADS) 223 43 131 6 - 403 Bradley International Airport (BDL) 3 2 27 5 25 62 Camarillo Airport (CMA) 425 41 36 34 - 536 Centennial Airport (APA) 521 79 172 27 - 799 Chicago Executive Airport (PWK) 114 16 81 5 - 216 Fort Worth Meacham International Airport (FTW) 101 48 85 34 - 268 Hillsboro Airport (HIO) 210 25 32 16 - 283 Hudson Valley Regional Airport (POU) 117 9 2 3 2 133 King County International Airport (BFI) 229 40 88 26 - 383 Long Beach International Airport (LBG) 255 72 37 34 - 398 Miami-Opa Locka Executive Airport (OPF) 42 13 103 7 5 170 Nashville International Airport (BNA) 18 9 79 2 15 123 New York Stewart International Airport (SWF) 10 3 36 7 11 67 Orlando Executive Airport (ORL) 158 40 59 27 - 284 Phoenix Deer Valley Airport (DVT) 834 83 29 20 2 968 Salt Lake City International Airport (SLC) 126 29 55 13 12 235 San José Mineta International Airport (SJC) 66 17 53 6 - 142 Sugar Land Regional Airport (SGR) 101 22 32 4 - 159 Trenton-Mercer Airport (TTN) 40 15 22 14 - 91 Washington Dulles International Airport (IAD) 6 - 46 - - 52 Sources: FAA Airport Master Records as of February 2026.
Our operations are overseen by senior personnel with experience in business aviation and real estate, and includes top-level design, construction, operations, and finance expertise. We consider our employee relations to be in good standing. We are committed to keeping our employees informed and supported through regular communication and events, including our monthly town hall meetings.
We also engage contractors and consultants to supplement our permanent workforce. Our operations are overseen by senior personnel with experience in business aviation and real estate, and include top-level design, construction, operations, and finance expertise. We consider our employee relations to be in good standing.
We strive to recruit from amongst the best talent in the industry and reward them appropriately.
We are committed to keeping our employees informed and supported through regular communication and events, including our monthly town hall meetings. We strive to recruit from amongst the best talent in the industry and reward them appropriately.
Rental hangar space is open to the public on a non-discriminatory basis, and prospective tenants are reviewed for credit quality and nature of intended use of the facilities. We focus our operations on various types of tenants, including individuals (directly or through personally or family-owned LLCs), charter operations, flight schools, corporate fleets, government entities, and aviation service providers.
Rental hangar space is open to the public and prospective tenants are reviewed for credit quality and the nature of their intended use of the facilities. As of December 31, 2025, we have 85 tenant leases.
Removed
We intend to develop a diversified portfolio of tenants in terms of geography, type of tenant and length of lease term. Prior to the year ended December 31, 2024, much of our historical revenue had been concentrated with our two largest tenants.
Added
A majority of our tenant mix is composed of individuals (directly or through personally or family-owned companies), and is diversified by a mix of charter operations, corporate fleets, government entities, and other aviation services providers. No single tenant accounts for more than 10% of our revenue or rentable square footage.
Removed
Both presently and in the longer term, we do not expect to depend on a single tenant or group of tenants, the loss of which would have a material adverse effect on our business. We expect to continue to diversify our risk by having multiple types of tenants across multiple locations with varied term lengths throughout the country.
Added
The weighted-average lease term of our tenant leases is approximately 5.6 years and 2.8 years, in terms of contractual lease payments and rentable square footage, respectively. The maturity dates of our tenant leases are staggered for the purpose of risk management. The original lease terms within our portfolio range from 6 months to 15 years.
Removed
See “ Risk Factors — Our rental revenue in the past has been concentrated within a small number of tenants and the loss of or default by one or more significant tenants could have a material adverse effect on our business and results of operations. ” Tenant lease terms are generally 1-10 years, with maturity dates staggered for purposes of risk management.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+23 added−28 removed209 unchanged
Biggest changeAs a result, we may have difficulties executing our business strategy in these new markets, which could have a negative impact on our business and results of operations. Our business and results of operations will be dependent on tenants satisfying their obligations under tenant leases, which may be subject to default or termination. We are subject to tenant credit risk.
Biggest changeOur business and results of operations is dependent on tenants satisfying their obligations under tenant leases, which may be subject to default or termination. We are subject to tenant credit risk. Our home base operator hangars are generally leased to single or multi hangar tenants, and certain of our tenants constitute a material percentage of our revenues.
The loss of one or more of our tenants may (without a similar tenant or tenants to replace such tenant or tenants) have a material adverse effect on our ability to collect rental revenue sufficient to meet our obligations.
The loss of one or more of our tenants (without a similar tenant or tenants to replace such tenant or tenants) may have a material adverse effect on our ability to collect rental revenue sufficient to meet our obligations.
The market volatility and trading patterns we have experienced create several risks for investors, including the following: ● the market price of our Class A Common Stock has experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face; ● factors in the public trading market for our Class A Common Stock may include the sentiment of retail investors, the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our Class A Common Stock and any related hedging and other trading factors; ● to the extent volatility in our Class A Common Stock is caused by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our Class A Common Stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated; and ● if the market price of our Class A Common Stock declines, you may be unable to resell your shares at or above the price at which you acquired them, and the Public Warrants you own may become out of the money. 27 Table of Contents The trading price of Class A Common Stock and Public Warrants depends on many factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance.
The market volatility and trading patterns we have experienced create several risks for investors, including the following: ● the market price of our Class A Common Stock has experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face; ● factors in the public trading market for our Class A Common Stock may include the sentiment of retail investors, the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our Class A Common Stock and any related hedging and other trading factors; ● to the extent volatility in our Class A Common Stock is caused by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our Class A Common Stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated; and ● if the market price of our Class A Common Stock declines, you may be unable to resell your shares at or above the price at which you acquired them, and the Public Warrants you own may become out of the money. 28 Table of Contents The trading price of Class A Common Stock and Public Warrants depends on many factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance.
In addition, our ownership of a controlling interest in a pre-engineered metal building manufacturer may in the future subject us to a variety of legal proceedings and legal compliance risks with respect to various issues, including product liability, regulatory, safety, environmental, employment, and intellectual property matters that arise in the ordinary course of its business and in its industry, including matters that may have existed prior to our acquisition and claims that have not been asserted.
In addition, our ownership interest in a pre-engineered metal building manufacturer may in the future subject us to a variety of legal proceedings and legal compliance risks with respect to various issues, including product liability, regulatory, safety, environmental, employment, and intellectual property matters that arise in the ordinary course of its business and in its industry, including matters that may have existed prior to our acquisition and claims that have not been asserted.
We conduct substantially all of our operations under ground leases, which grant significant rights to airport authorities as our direct or ultimate landlord. The termination for cause of one or more of the ground leases would affect our business and results of operations significantly. We do not directly own the sites we develop and lease to tenants.
We conduct substantially all of our operations under ground leases, which grant significant rights to airport authorities as our direct or ultimate landlord. The termination for cause of one or more of the ground leases would adversely affect our business and results of operations significantly. We do not directly own the sites we develop and lease to tenants.
We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations and restrict our operations and our ability to grow our business and revenues. The majority of our outstanding indebtedness is secured under the terms of the Series 2021 Bonds.
We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations and restrict our operations and our ability to grow our business and revenues. The majority of our outstanding indebtedness is secured under the terms of the Series 2021 Bonds and the Series 2026 Bonds.
The west coast of the United States contains active earthquake zones and the greater Los Angeles area has recently experienced major fires, including the significant damage and lasting effects of the January 2025 wildfires, and may experience major fires in the future.
The west coast of the United States contains active earthquake zones and the greater Los Angeles area has experienced major fires, including the significant damage and lasting effects of the January 2025 wildfires, and may experience major fires in the future.
Adverse economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on our financial condition, results of operations, cash flow, and ability to service our debt and ground lease obligations.
Adverse economic conditions and dislocations in the credit markets could have a material adverse effect on our financial condition, results of operations, cash flow, and ability to service our debt and ground lease obligations.
Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the Tax Attributes that may be deemed realized under the Tax Receivable Agreement. 26 Table of Contents We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions .
Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the Tax Attributes that may be deemed realized under the Tax Receivable Agreement. 27 Table of Contents We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions .
Additionally, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial. 25 Table of Contents We anticipate that the distributions received from Sky may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the Tax Receivable Agreement.
Additionally, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial. 26 Table of Contents We anticipate that the distributions received from Sky may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the Tax Receivable Agreement.
The exercise of these outstanding Warrants will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. As of December 31, 2024, there were 15,798,155 outstanding Warrants to purchase 15,798,155 shares of Class A Common Stock at an exercise price of $11.50 per share.
The exercise of these outstanding Warrants will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. As of December 31, 2025, there were 15,798,155 outstanding Warrants to purchase 15,798,155 shares of Class A Common Stock at an exercise price of $11.50 per share.
When effective, it is possible that the minimum tax could result in an additional tax liability over the regular federal corporate tax liability in a given year based on differences between book and taxable income (including as a result of temporary differences). The resulting tax liability could adversely impact the Company’s business, financial condition, results of operations and liquidity.
It is possible that the minimum tax could result in an additional tax liability over the regular federal corporate tax liability in a given year based on differences between book and taxable income (including as a result of temporary differences). The resulting tax liability could adversely impact the Company’s business, financial condition, results of operations and liquidity.
Because we do not directly own the sites we lease, we will not be able to liquidate real estate investments in order to meet liquidity needs. Unlike other real estate companies that lease space to tenants, we do not directly own the sites we lease. Instead, the sites are subject to long-term ground leases with airport authorities.
Because we do not directly own the sites we lease, we may not be able to liquidate real estate investments in order to meet liquidity needs. Unlike other real estate companies that lease space to tenants, we do not directly own the sites we lease. Instead, the sites are subject to long-term ground leases with airport authorities.
As a result, we will not be able to sell underlying real estate assets in order to meet liquidity requirements, including our debt service obligations, which could have a material and adverse effect on our liquidity position and ability to meet our obligations.
As a result, we may not be able to sell underlying real estate assets in order to meet liquidity requirements, including our debt service obligations, which could have a material and adverse effect on our liquidity position and ability to meet our obligations.
For example, in September and December 2024, we sold and issued an aggregate of 7,911,580 2024 PIPE Shares (as defined herein) pursuant to the 2024 Purchase Agreement (as defined herein) at a net purchase price of $9.50 per share, which may be sold by the holders thereof upon the expiration of the lock-up period on April 25, 2025.
For example, in September and December 2024, we sold and issued an aggregate of 7,911,580 2024 PIPE Shares (as defined herein) pursuant to the 2024 Purchase Agreement (as defined herein) at a net issue price of $9.50 per share, which may be sold by the holders thereof since the expiration of the lock-up period on April 25, 2025.
Since the closing of the Yellowstone Transaction, our Class A Common Stock has traded as low as $2.50 and as high as $43.41 through December 31, 2024. In addition, the volume of trading of our Class A Common Stock has been inconsistent.
Since the closing of the Yellowstone Transaction, our Class A Common Stock has traded as low as $2.50 and as high as $43.41 through December 31, 2025. In addition, the volume of trading of our Class A Common Stock has been inconsistent.
Our Public Warrants have not traded in tandem with our Class A Common Stock, and since the closing of the Yellowstone Transaction have traded within a range of $0.17 to $3.98 through December 31, 2024.
Our Public Warrants have not traded in tandem with our Class A Common Stock, and since the closing of the Yellowstone Transaction have traded within a range of $0.17 to $3.98 through December 31, 2025.
Furthermore, despite limited space for further development at certain airports, existing competitors with FBO facilities located at our current or future airports could expand their hangar facilities, and additional operators of home basing hangar campuses could begin operations at such airports. Competitors might seek acquisitions in regions and markets competitive to us.
Furthermore, despite limited space for further development at certain airports, existing competitors with FBO facilities located at our current or future airports could expand their hangar facilities, and additional operators of home base operator campuses could begin operations at such airports. Competitors might seek acquisitions in regions and markets competitive to us.
As a result, the market price of shares of Class A Common Stock could be adversely affected. 28 Table of Contents The outstanding Warrants are exercisable for shares of Class A Common Stock and common units in Sky may be redeemed for Class A Common Stock.
As a result, the market price of shares of Class A Common Stock could be adversely affected. 29 Table of Contents The outstanding Warrants are exercisable for shares of Class A Common Stock and common units in Sky may be redeemed for Class A Common Stock.
Inadequate maintenance of any of the hangars or other assets comprising our home basing hangar campuses could result in customers electing not to utilize us where another provider operates, or electing not to use a particular airport where an alternative operator in the same market exists.
Inadequate maintenance of any of the hangars or other assets comprising our home base operator campuses could result in customers electing not to utilize us where another provider operates, or electing not to use a particular airport where an alternative operator in the same market exists.
Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business. 29 Table of Contents
Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business. 30 Table of Contents
Should an uninsured loss or a loss in excess of insured limits occur, we could suffer disruption of rental income, potentially for an extended period of time, while remaining responsible for any financial obligations relating to the applicable home basing hangar campus, which would have a material adverse effect on our business and results of operations.
Should an uninsured loss or a loss in excess of insured limits occur, we could suffer disruption of rental income, potentially for an extended period of time, while remaining responsible for any financial obligations relating to the applicable HBO campus, which would have a material adverse effect on our business and results of operations.
The growth and success of our business is subject to our ability to market, attract, and retain tenants. Our future success depends upon our ability to attract and retain tenants for hangars at our home basing hangar campuses. The extent to which we achieve growth in our customer base materially influences our business and results of operations.
The growth and success of our business is subject to our ability to market, attract, and retain tenants. Our future success depends upon our ability to attract and retain tenants for hangars at our home base operator campuses. The extent to which we achieve growth in our customer base materially influences our business and results of operations.
Our competitors may include hangar operators currently operating at certain airports, as well as possible entrants into our market due to new entrants, consolidation, merger, modification of airport master plans, or any other number of factors. These entrants may have additional financial or other resources and/or lower cost structures than us. Other competitors have been in business longer than us.
Our competitors include hangar operators currently operating at certain airports, as well as possible entrants into our market resulting from new entrants, consolidation, merger, modification of airport master plans, or any other number of factors. These entrants may have additional financial or other resources and/or lower cost structures than us. Other competitors have been in business longer than us.
The resulting decline in tenants or negative impact on our reputation could adversely impact revenue, including from more than one facility, which would have a material adverse effect on our business and results of operations. Aircraft owners and operators rely on home basing hangar campuses and FBO operators to control the quality of the fuel they provide.
The resulting decline in tenants or negative impact on our reputation could adversely impact revenue, including from more than one facility, which would have a material adverse effect on our business and results of operations. Aircraft owners and operators rely on home base operator campuses and FBO operators to control the quality of the fuel they provide.
The occurrence of these or other natural disasters could cause delays in the completion of our development projects or could adversely impact the ongoing operations at our home basing hangar campuses. In addition, in connection with any development project, we may be harmed by potential changes to the supply chain or stricter energy efficiency standards for industrial buildings.
The occurrence of these or other natural disasters could cause delays in the completion of our development projects or could adversely impact the ongoing operations at our HBO campuses. In addition, in connection with any development project, we may be harmed by potential changes to the supply chain or stricter energy efficiency standards for industrial buildings.
Given the variety of factors that impact competitiveness within the home basing hangar campus industry, we can give no assurance that we will be able to successfully compete, which could have a material adverse effect on our business and results of operations and, in turn, result in a decline in the trading price of our securities.
Given the variety of factors that impact competitiveness within the home base operator campus industry, we can give no assurance that we will be able to successfully compete, which could have a material adverse effect on our business and results of operations and, in turn, result in a decline in the trading price of our securities.
Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. 24 Table of Contents We qualify as an “ emerging growth company ” within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, and as such, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. 25 Table of Contents We qualify as a “ smaller reporting company ” within the meaning of the Exchange Act, and we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, and as such, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
Compliance with these rules and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
Compliance with these rules and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases demand on our systems and resources, particularly after we are no longer a “smaller reporting company.” The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
Our business has been, and may in the future be, affected by market and economic challenges experienced by the U.S. economy or the real estate industry as a whole, increased inflation and rising interest rates.
Our business has been, and may in the future be, affected by market and economic challenges experienced by the real estate industry and the U.S. economy as a whole, increased inflation and high interest rates.
Under the terms of the third amended and restated Operating Agreement (the “ A&R Operating Agreement”), Sky is obligated to make pro rata tax distributions to holders of Sky Common Units calculated at certain assumed rates.
Under the terms of the third amended and restated Operating Agreement (the “A&R Operating Agreement”), Sky is obligated to make pro rata tax distributions to holders of Sky Common Units calculated at certain assumed rates.
There can be no assurances that the airports or their competitors will not undertake future improvements that may adversely affect the ability of tenant leases to generate revenues. Moreover, the terms of our tenant leases currently in place do not extend past the final maturity date of our bond debt.
There can be no assurances that the airports or their competitors will not undertake future improvements that may adversely affect the ability of tenant leases to generate revenues. Moreover, the terms of our tenant leases currently in place do not extend past the final maturity date of the majority of our indebtedness.
Although the material weakness had been remediated as of December 31, 2023, if we identify additional control deficiencies that individually or in the aggregate constitute one or more material weaknesses or we otherwise fail to maintain effective disclosure controls and procedures or internal control over financial reporting in the future, our ability to accurately record, process, and report financial information and consequently, our ability to prepare financial statements within required time periods, could be adversely affected, which may negatively impact the confidence level of our stockholders and other market participants as well as our ability to remain listed on the New York Stock Exchange.
If we identify additional control deficiencies that individually or in the aggregate constitute one or more material weaknesses or we otherwise fail to maintain effective disclosure controls and procedures or internal control over financial reporting in the future, our ability to accurately record, process, and report financial information and consequently, our ability to prepare financial statements within required time periods, could be adversely affected, which may negatively impact the confidence level of our stockholders and other market participants as well as our ability to remain listed on the New York Stock Exchange.
Having greater financial resources may make it easier for these competitors to absorb higher construction costs and other increases in expenses. This could impact our business and results of operations. Our home basing hangar campuses do not have the right to be the sole provider of services at any airport.
Having greater financial resources may make it easier for these competitors to absorb higher construction costs and other increases in expenses. This could adversely impact our business and results of operations. Our home base operator campuses do not have the right to be the sole provider of services at any airport.
Failure to adequately maintain our home basing hangar campuses or the integrity of our fuel supplies may have a material adverse impact on the revenue or market share of one or more of our home basing hangar campuses, resulting in a decline in operations of the business.
Failure to adequately maintain our home base operator campuses or the integrity of our fuel supplies may have a material adverse impact on the revenue or market share of one or more of our home base operator campuses, resulting in a decline in operations of the business.
We carry comprehensive liability, fire, property damage, and business interruption insurance on our home basing hangar campuses, with policy specifications and insured limits that we believe are customary for similar properties.
We carry comprehensive liability, fire, property damage, and business interruption insurance on our HBO campuses, with policy specifications and insured limits that we believe are customary for similar properties.
In addition, as of December 31, 2024, there were 42,046,356 outstanding Sky Common Units held by the members of Sky (excluding the Company as Managing Member of Sky), which may be redeemed for shares of our Class A Common Stock on a one-for-one basis, and in connection with the redemption of such Sky Common Units, the corresponding shares of Class B Common Stock will be cancelled.
In addition, as of December 31, 2025, there were 42,046,356 outstanding Sky Common Units and 1,860,265 Sky Incentive Units held by the members of Sky (excluding the Company as Managing Member of Sky), which may be ultimately redeemed for shares of our Class A Common Stock on a one-for-one basis, and in connection with the redemption of such Sky Common Units, the corresponding shares of Class B Common Stock will be cancelled.
Our home basing hangar campuses compete with one or more hangar operators at their respective airports and with operators at nearby airports. Furthermore, ground leases related to home basing hangar campus and FBO operations may be subject to competitive bidding at the end of their term.
Our home base operator campuses compete with one or more hangar operators at their respective airports and with operators at nearby airports. Furthermore, ground leases related to HBO campuses and FBO operations may be subject to competitive bidding at the end of their term.
As described above, our current tenant leases do not extend past the maturity date of the Series 2021 Bonds, and as a result we will be required to re-lease hangars as vacancies arise in order to continue to generate revenue to meet our debt service obligations under the Series 2021 Bonds.
As described above, our current tenant leases do not extend past the maturity date of the majority of our indebtedness, and as a result we will be required to re-lease hangars as vacancies arise in order to continue to generate revenue to meet our debt service obligations.
Due to health and safety regulatory requirements and the number of home basing hangar campus sites we intend to construct and operate, health and safety performance is critical to the success of all areas of our business.
Due to health and safety regulatory requirements and the number of HBO campus sites we intend to construct and operate, health and safety performance is critical to the success of all areas of our business.
While the Federal Reserve reduced interest rates in September, November, and December 2024 and has indicated the potential for further rate cuts, interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude of further interest rate cuts by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our potential borrowing costs.
While the Federal Reserve reduced interest rates during 2025 and has indicated the potential for further rate cuts in 2026, interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude of further interest rate cuts by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our potential borrowing costs.
For instance, there are certain types of losses, such as losses resulting from wars, terrorism or certain acts of God, that generally are not insured because they are either uninsurable or not economically insurable. Further, as of December 31, 2024, two of our existing hangar campuses are located in California.
For instance, there are certain types of losses, such as losses resulting from wars, terrorism or certain acts of God, that generally are not insured because they are either uninsurable or not economically insurable. Further, as of December 31, 2025, three of our HBO campuses are located in California.
Secured debt obligations increase the risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by holders of the Series 2021 Bonds, the bond trustee, or other lenders and ultimately our loss of the property securing any loans for which it is in default.
Secured debt obligations increase the risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by holders of the Series 2021 Bonds or the Series 2026 Bonds, the respective bond trustees, the lenders party to the Term Loan Facility, or other lenders and ultimately our loss of the property securing any loans for which it is in default.
Each constructed and in-construction facility in our portfolio is subject to secured indebtedness under the Series 2021 Bonds.
Each constructed and in-construction facility in our portfolio is subject to secured indebtedness under the Series 2021 Bonds, the Term Loan Facility, or the Series 2026 Bonds.
Home basing hangar campuses and FBO operators compete, in part, based on the overall quality and attractiveness of their facilities.
Home base operator campuses and FBO operators compete, in part, based on the overall quality and attractiveness of their facilities.
We cannot predict the impact our dual class structure may have on the market price of Class A Common Stock. We cannot predict whether our dual class structure will result in a lower or more volatile market price of Class A Common Stock or in adverse publicity or other adverse consequences.
Our dual class structure may have a negative impact on the market price of Class A Common Stock. We cannot say with certainty whether our dual class structure has resulted or will result in a lower or more volatile market price of Class A Common Stock or in adverse publicity or other adverse consequences.
If any one of these events were to occur, our business and results of operations could be materially and adversely affected. 14 Table of Contents Secured debt obligations, including those under the Series 2021 Bonds, expose us to the possibility of defaults and cross-defaults, as well as foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
As a result, our business and results of operations could be materially and adversely affected. 14 Table of Contents Secured debt obligations, including those under the Series 2021 Bonds, the Term Loan Facility, and the Series 2026 Bonds, expose us to the possibility of defaults and cross-defaults, as well as foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
Under these policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock.
Under these policies, our dual class capital structure makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices are not able to invest in our stock.
These pressures have led to an overall increase in budgeted and actual construction costs, as well as delays in starting and completing certain of our development projects, particularly at our Centennial and Deer Valley Airport development projects.
These pressures have led to an overall increase in budgeted and actual construction costs, as well as delays in starting and completing certain of our development projects, particularly at our APA Phase I and DVT Phase I development projects.
As such, we are eligible for and we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
As such, we are eligible for and we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies for as long as it continues to be a smaller reporting company, including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.
Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn. The Inflation Reduction Act of 2022 (“IRA”) was signed into law in August 2022.
Given the design enhancements implemented at our APA Phase I, DVT Phase I, and ADS Phase I development projects, our total construction costs for these projects were each greater than our original estimates, and outside of the scope of the original guaranteed maximum price construction contracts.
For example, design changes implemented at our APA Phase I, DVT Phase I, and ADS Phase I development projects caused our total construction costs for these projects to exceed our original estimates and were outside of the scope of the original guaranteed maximum price construction contracts.
Furthermore, our ability to grow and lease new sites will be inhibited. 15 Table of Contents An epidemic, pandemic, or similar public threat, and the measures that federal, state, and local governments and other authorities implement to address it could have a material adverse effect on our business and results of operations.
An epidemic, pandemic, or similar public threat, and the measures that federal, state, and local governments and other authorities implement to address it could have a material adverse effect on our business and results of operations.
Further, reconstruction or improvement of such a property may require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of properties. 22 Table of Contents Our properties are subject to environmental risks that may impact our future profitability.
Further, reconstruction or improvement of such a property may require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of properties.
More recently, the United States government has recently enacted the Inflation Reduction Act of 2022 which, among other things, significantly changes the taxation of business entities including by imposing a minimum tax equal to fifteen percent of the adjusted financial statement income of certain corporations as well as a one percent excise tax on share buybacks, effective for tax years beginning in 2023.
The IRA, among other things, significantly changed the taxation of business entities including by imposing a minimum tax equal to fifteen percent of the adjusted financial statement income of certain corporations as well as a one percent excise tax on share buybacks, effective for tax years beginning in 2023.
The lock-up period for the outstanding shares of Class B Common Stock, and for the shares of Class A Common Stock underlying the Private Placement Warrants, expired on January 25, 2023. Furthermore, we have registered for resale all of the Class A Common Stock underlying such outstanding Sky Common Units and Private Placement Warrants.
Furthermore, we have registered for resale all of the Class A Common Stock underlying such outstanding Sky Common Units, Sky Incentive Units, and Private Placement Warrants.
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.
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. 16 Table of Contents Our capital projects are subject to uncertainties, including the possibility of delays, cost overruns, and inflation, which could have a material adverse effect on our business, results of operations and market reputation.
For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, resulted in fundamental changes to the Code.
For example, in July 2025, the One Big Beautiful Bill Act (“OBBBA”) was exacted, which made many of the provisions within the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, permanent. The Tax Act resulted in fundamental changes to the Code.
Similar results may occur if one or more of these analysts stop covering us in the future or fail to publish reports on us regularly. You may experience future dilution as a result of future equity issuances.
Similar results may occur if one or more of these analysts stop covering us in the future or fail to publish reports on us regularly. Substantial sales of our Class A Common Stock may suppress the stock price of our Class A Common Stock and may cause dilution.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, misappropriation of assets and/or damage to our business relationships, all of which could negatively impact our business and results of operations.
Any such laws or regulations could also impose substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations. 23 Table of Contents Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, misappropriation of assets and/or damage to our business relationships, all of which could negatively impact our business and results of operations.
For example, reductions in passenger volumes and flights, as well as a broader economic shutdown resulting from an epidemic, pandemic or contagious disease could materially and negatively impact our business and results of operations. We have in the past and may again in the future be required to record impairment charges to future earnings if our long-lived assets become impaired.
For example, reductions in passenger volumes and flights, as well as a broader economic shutdown resulting from an epidemic, pandemic or contagious disease could materially and negatively impact our business and results of operations. 22 Table of Contents Our properties are subject to environmental risks that may impact our future profitability.
If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition. 23 Table of Contents Risks Relating to Our Organization and Structure We are a “ controlled company ” within the meaning of the New York Stock Exchange listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.
If such AI-enhanced cyberattacks are successful, they could lead to substantial data breaches, loss of sensitive information, and significant financial and reputational damage. 24 Table of Contents Risks Relating to Our Organization and Structure We are a “ controlled company ” within the meaning of the New York Stock Exchange listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.
If additional indebtedness is unavailable to us at reasonable rates or at all, we may not be able to finance additional projects or refinance existing debt when it becomes due.
If additional indebtedness is unavailable to us at reasonable rates or at all, we may not be able to finance additional projects or refinance existing debt when it becomes due. Although our Series 2026 Bonds have a stated final maturity of July 1, 2060, our Series 2026 Bonds are subject to mandatory tender for purchase on January 1, 2031.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud, and in the past, we have identified a material weakness in our internal controls that was subsequently remediated.
For example, on April 11, 2024 our Class A Common Stock had trading volume of 4,200 shares and on June 28, 2024 our Class A Common Stock had trading volume of 1,524,200 shares.
For example, on February 14, 2025 our Class A Common Stock had trading volume of 30,946 shares and on June 27, 2025 our Class A Common Stock had trading volume of 1,404,189 shares.
We expect to issue additional debt to finance future site developments and higher interest rates would impact our overall economic performance. In addition, we are subject to credit spreads demanded by fixed income investors.
We expect to issue additional debt to finance future site developments and higher interest rates would impact our overall economic performance. Certain of our indebtedness, including the Term Loan Facility, bear interest at variable rates.
For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes.
Our dual class structure reduces the number of shares available to be traded on the market, which has an impact on the liquidity of the market for our Class A Common Stock. In addition, certain index providers have restrictions on including companies with multiple-class share structures in certain of their indexes.
As a result, our stockholders may not have access to certain information they may deem important.
As a result, our stockholders may not have access to certain information they may deem important. We will continue to qualify as a smaller reporting company if either (i) our public float is less than $250 million or (ii) our annual revenues are less than $100 million and our public float is less than $700 million.
These new leases represent our initial entries into the states of Connecticut, New York, Illinois, and California, respectively, and our first home basing hangar campuses in the broader Chicago, New York, San Jose, and Los Angeles markets. Furthermore, the negotiation of a potential expansion into new markets may divert management time and other resources.
Furthermore, the negotiation of a potential expansion into new markets may divert management time and other resources. As a result, we may have difficulties executing our business strategy in these new markets, which could have a negative impact on our business and results of operations.
Removed
Our rental revenue in the past has been concentrated within a small number of tenants and the loss of or default by one or more significant tenants could have a material adverse effect on our business and results of operations. For the year ended December 31, 2023, our two largest tenants contributed 30% of our revenues.
Added
If any one of these events were to occur, our business and results of operations could be materially and adversely affected.
Removed
For the year ended December, 31, 2024, we did not derive 10% or more of our revenues from any single tenant.
Added
In addition, the Series 2021 Bonds, the Series 2026 Bonds, the Term Loan Facility, and the non-convertible, unsecured promissory notes we issued to YA II PN, Ltd. in December 2025 and January 2026 (the “Yorkville Promissory Notes”) include, and we expect any other indebtedness we incur in the future to include, customary restrictions and covenants.
Removed
If any of our most significant tenants, currently or in the future, were to discontinue or otherwise reduce their use of our home basing hangar campuses or other services, our business and results of operations would be materially and adversely affected. 16 Table of Contents Our capital projects are subject to uncertainties, including the possibility of delays, cost overruns, and inflation, which could have a material adverse effect on our business, results of operations and market reputation.
Added
Our ability to comply with these restrictions and covenants, including meeting any financial ratios and tests, may be affected by events beyond our control. We cannot assure you that we will be able to comply with these restrictions and covenants or meet such financial ratios and tests.
Removed
In February 2025, the President of the United States issued an executive order reimposing tariffs on steel imports from all sources, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. This order became effective on March 12, 2025.
Added
If we are unable to comply with such restrictions and covenants, there could be an event of default, the occurrence which, after any applicable cure period, would permit the holders of such indebtedness, among other things, to accelerate payment of all amounts outstanding under such indebtedness and to exercise their remedies with respect to the collateral, including foreclosure and sale of any real estate interests securing the loans.
Removed
There can be no assurance as to when or if these or other import tariffs, quotas or other duties may be enacted, enforced, extended, modified or terminated in the future, or the extent of the impact of such will have on the cost of our construction materials.
Added
If any of these events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us.
Removed
Further, the countries involved in the recent imposition of tariffs by the United States, such tariffs may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported by the United States. For example, Canada and the European Union have recently announced their intention to implement retaliatory tariffs on the United States.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisk Management and Strategy Consistent with overall ERM policies and practices, our cybersecurity program focuses on the following areas: ● we maintain cybersecurity threat operations with the specific goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response plans; ● we deploy systems safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence; ● we utilize collaboration mechanisms established with other entities, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks; ● we maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third -party systems; ● we provide periodic training and education for personnel regarding cybersecurity threats, which reinforces our information security policies, standards and practices, and such training is scaled to reflect the roles, responsibilities and information systems access of such personnel; ● we have established and maintain comprehensive incident response plans that fully outlines our response to, and recovery from a cybersecurity incident and the recovery from a cybersecurity incident, and such plans are evaluated on an regular basis; ● we utilize a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from our technology, operations, legal, finance and other key business functions, as well as the members of the Board and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner; and ● the Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s Chief Financial Officer, Chief Accounting Officer, other members of management. 30 Table of Contents Governance The Board, in coordination with the Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that our management implements to address risks from cybersecurity threats.
Biggest changeRisk Management and Strategy Consistent with overall ERM policies and practices, our cybersecurity program focuses on the following areas: ● we maintain cybersecurity threat operations with the specific goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response plans; ● we deploy systems safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence; ● we utilize collaboration mechanisms established with other entities, industry groups and third -party service providers, to identify, assess and respond to cybersecurity risks; ● we maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third -party systems; ● we provide periodic training and education for personnel regarding cybersecurity threats, which reinforces our information security policies, standards and practices, and such training is scaled to reflect the roles, responsibilities and information systems access of such personnel; ● we have established and maintain comprehensive incident response plans that fully outlines our response to, and recovery from a cybersecurity incident, and such plans are evaluated on an regular basis; ● we utilize a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from our technology, operations, legal, finance and other key business functions, as well as the members of the Board and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner; and ● the Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s Chief Financial Officer, Chief Accounting Officer, other members of management. 31 Table of Contents Governance The Board, in coordination with the Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that our management implements to address risks from cybersecurity threats.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of March 20, 2025, there were 45 holders of record of Class A Common Stock and 2 holders of record of Warrants.
Biggest changeAs of March 12, 2026, there were 5 holders of record of Class A Common Stock and 2 holders of record of Warrants.
(d) Recent Sales of Unregistered Securities , Use of Proceeds from Registered Public Offering During the year ended December 31, 2024, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
(d) Recent Sales of Unregistered Securities , Use of Proceeds from Registered Public Offering During the year ended December 31, 2025, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
(c) Securities Authorized for Issuance Under Equity Compensation Plans The required information is incorporated by reference from our Proxy Statement to be filed with respect to our 2025 Annual Meeting of Stockholders within 120 days of December 31, 2024.
(c) Securities Authorized for Issuance Under Equity Compensation Plans The required information is incorporated by reference from our Proxy Statement to be filed with respect to our 2026 Annual Meeting of Stockholders within 120 days of December 31, 2025.
(e) Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no repurchases of our equity securities during the year ended December 31, 2024.
(e) Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no repurchases of our equity securities during the year ended December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeLease Commitments The table below sets forth certain information with respect to our future minimum lease payments required under operating and finance leases as of December 31, 2024 (in thousands): Year Ending December 31, Operating Leases Finance Leases 2025 $ 6,353 $ 24 2026 7,460 17 2027 8,305 2 2028 8,678 - 2029 9,051 - Thereafter 477,868 - Total lease payments 517,715 43 Less imputed interest (364,918 ) (2 ) Total $ 152,797 $ 41 Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2024 (in thousands): 2025 2026-2027 2028-2029 Thereafter Total Principal Payments of bonds payable $ - $ - $ - $ 166,340 $ 166,340 Interest Payments on bonds payable 6,941 13,881 13,881 108,027 142,730 Contractual payments on other long-term indebtedness 7,909 131 34 - 8,074 Lease commitments 6,377 15,784 17,729 477,868 517,758 Total $ 21,227 $ 29,796 $ 31,644 $ 752,235 $ 834,902 Off-Balance Sheet Arrangements We do not maintain any off-balance sheet arrangements. 41 Table of Contents Cash Flows Historical Cash Flows The following table summarizes our sources and uses of cash for the years ended December 31, 2024 and 2023 (in thousands): Year ended December 31, 2024 December 31, 2023 Cash and restricted cash at beginning of period $ 72,266 $ 41,396 Net cash used in operating activities (9,095 ) (7,735 ) Net cash used in investing activities (43,907 ) (16,268 ) Net cash provided by financing activities 75,095 54,873 Cash and restricted cash at end of period $ 94,359 $ 72,266 Operating Activities Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business.
Biggest changeLease Commitments The Company’s future minimum lease payments required under leases as of December 31, 2025 were as follows: Year Ending December 31, Operating Leases Finance Leases 2026 $ 7,051 $ 59 2027 8,780 45 2028 10,204 32 2029 10,837 - 2030 10,928 - Thereafter 622,537 - Total lease payments 670,337 136 Less imputed interest (480,115 ) (11 ) Total $ 190,222 $ 125 Off-Balance Sheet Arrangements We do not maintain any off-balance sheet arrangements. 43 Table of Contents Cash Flows Historical Cash Flows The following table summarizes our sources and uses of cash for the years ended December 31, 2025 and 2024 (in thousands): Year ended December 31, 2025 December 31, 2024 Cash and restricted cash at beginning of period $ 94,359 $ 72,266 Net cash used in operating activities (2,336 ) (9,095 ) Net cash used in investing activities (62,330 ) (43,907 ) Net cash provided by financing activities 7,331 75,095 Cash and restricted cash at end of period $ 37,024 $ 94,359 Operating Activities Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business.
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 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.
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.
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.
Debt Covenants The Series 2021 Bonds contain financial and non-financial covenants, including a debt service coverage ratio, a restricted payments test and limitations on the sale, lease, or distribution of assets.
The Series 2021 Bonds contain financial and non-financial covenants, including a debt service coverage ratio, a restricted payments test and limitations on the sale, lease, or distribution of assets.
See “Note 11 — Equity ” in the Notes to Consolidated Financial Statements for additional information regarding the 2024 Purchase Agreement. 2023 Private Placement and Securities Purchase Agreement On November 1, 2023, we entered into a Securities Purchase Agreement (the “2023 Purchase Agreement”) with certain investors (collectively, the “2023 Investors”), pursuant to which we sold and issued to the 2023 Investors at an initial closing an aggregate of 6,586,154 shares of our Class A Common Stock (the “Initial 2023 PIPE Shares”) and accompanying warrants to purchase up to 1,141,600 shares of Class A Common Stock (the “Initial PIPE Warrants”), for an aggregate purchase price of $42.8 million (the "Initial 2023 Financing").
See “Note 13 — Equity ” in the Notes to Consolidated Financial Statements for additional information regarding the 2024 Purchase Agreement. 2023 Private Placement and Securities Purchase Agreement On November 1, 2023, we entered into a Securities Purchase Agreement (the “2023 Purchase Agreement”) with certain investors (collectively, the “2023 Investors”), pursuant to which we sold and issued to the 2023 Investors at an initial closing an aggregate of 6,586,154 shares of our Class A Common Stock (the “Initial 2023 PIPE Shares”) and accompanying warrants to purchase up to 1,141,600 shares of Class A Common Stock (the “Initial PIPE Warrants”), for an aggregate purchase price of $42.8 million (the "Initial 2023 Financing").
We intend to continue to aggressively mitigate inflationary pressures, reduce construction costs to the greatest extent possible, and pursue compressed development schedules. We currently structure our guaranteed maximum price construction contracts with shared savings clauses to incentivize the general contractors to reduce construction costs.
We intend to continue to mitigate inflationary pressures, reduce construction costs to the greatest extent possible, and pursue compressed development schedules. We currently structure our guaranteed maximum price construction contracts with shared savings clauses to incentivize the general contractors to reduce construction costs.
The presentation of net cash provided from (used in) operating activities provides a measure of performance which are useful for investors, analysts and other interested parties in company-to-company operating performance comparisons. 36 Table of Contents Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the periods reported.
The presentation of net cash provided from (used in) operating activities provides a measure of performance which are useful for investors, analysts and other interested parties in company-to-company operating performance comparisons. 37 Table of Contents Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the periods reported.
No assurance can be given that our cost mitigation strategies will be successful, the costs of our ongoing and future projects will not exceed budgets or the guaranteed maximum price for such projects, or that the completion will not be delayed beyond the projected completion dates. 34 Table of Contents Increases in Market Interest Rates and Future Costs of Borrowing 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.
No assurance can be given that our cost mitigation strategies will be successful, the costs of our ongoing and future projects will not exceed budgets or the guaranteed maximum price for such projects, or that the completion will not be delayed beyond the projected completion dates. 35 Table of Contents Increases in Market Interest Rates and Future Costs of Borrowing 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.
Even if we can obtain such additional equity financing if needed, there can be no assurance that we would be successful in raising such additional financing on favorable terms, if at all. 35 Table of Contents Key Business Metrics We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of the continuing operations of our business.
Even if we can obtain such additional equity financing if needed, there can be no assurance that we would be successful in raising such additional financing on favorable terms, if at all. 36 Table of Contents Key Business Metrics We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of the continuing operations of our business.
A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth over $285 billion expected to be delivered between 2025 and 2034, with over two-thirds of the deliveries expected to be comprised of larger private jets.
A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth over $283 billion expected to be delivered between 2025 and 2034, with over two-thirds of the deliveries expected to be comprised of larger private jets.
The net proceeds from the issuance of the Series 2021 Bonds proceeds are being 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.
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.
We monitor the relative credit standing of financial institutions with whom we transact and limit the amount of credit exposure with any one entity. Our portfolio of investments and restricted investments is composed entirely of U.S. Treasury securities as of December 31, 2024.
We monitor the relative credit standing of financial institutions with whom we transact and limit the amount of credit exposure with any one entity. Our portfolio of investments and restricted investments is composed entirely of U.S. Treasury securities as of December 31, 2025.
The Initial 2024 Closing under the 2024 Purchase Agreement occurred on October 25, 2024, and 3,955,790 First Closing 2024 PIPE Shares were issued to the Investors for an aggregate purchase price of $37.6 million.
The initial closing under the 2024 Purchase Agreement occurred on October 25, 2024 (the “Initial 2024 Closing”), and 3,955,790 First Closing 2024 PIPE Shares were issued to the Investors for an aggregate purchase price of $37.6 million.
Recent Accounting Pronouncements See “ Note 2 — Basis of Presentation and Significant Accounting Policies ” in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements including the expected dates of adoption and effects on results of operations and financial condition. 37 Table of Contents Results of Operations Year ended December 31, 2024 Compared to the Year ended December 31, 2023 The following table sets forth a summary of our consolidated results of operations for the periods indicated below and the changes between the periods (in thousands).
Recent Accounting Pronouncements See “ Note 2 — Basis of Presentation and Significant Accounting Policies ” in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements including the expected dates of adoption and effects on results of operations and financial condition. 38 Table of Contents Results of Operations Year ended December 31, 2025 Compared to the Year ended December 31, 2024 The following table sets forth a summary of our consolidated results of operations for the periods indicated below and the changes between the periods (in thousands).
In May 2024, we updated many of our preliminary estimates based on our intention to begin incorporating a larger hangar prototype into our home basing hangar campuses, which is intended to provide an increase in rentable square footage of hangar, office, and lounge space upon completion.
During 2024 and 2025, we updated many of our preliminary estimates based on our intention to begin incorporating a larger hangar prototype into our home basing hangar campuses, which is intended to provide an increase in rentable square footage of hangar, office, and lounge space upon completion.
On average, each future campus is anticipated to be composed of 200,000 rentable square feet and is expected to cost approximately $60 million per campus, with 65% to 75% or more to be funded with additional private activity bonds or other indebtedness.
On average, each future campus is anticipated to be composed of 200,000 rentable square feet and is expected to cost approximately $60 million per campus, with 70% or more to be funded with additional private activity bonds or other indebtedness.
We define Adjusted EBITDA as net income before (i) depreciation and amortization expense, (ii) interest expense, (iii) interest income, (iv) non-cash stock-based compensation expense, (v) non-cash gains and losses resulting from the change in fair value of our liability-classified warrants, (vi) non-cash operating lease expense, (vii) non-cash operating lease income, (viii) provision for income taxes, (ix) other non-cash expenses, including, but not limited to, the impairment of long-lived assets, gains or losses arising from the disposition of assets, losses on extinguishment of debt, and other non-cash non-operating expenses.
We define Adjusted EBITDA as net income before (i) depreciation and amortization expense, (ii) interest expense, net of capitalized interest, (iii) interest income and realized gains from available-for-sale securities, (iv) non-cash stock-based compensation expense, (v) non-cash unrealized gains and losses resulting from the change in fair value of our liability-classified warrants, (vi) non-cash operating lease expense, (vii) non-cash operating lease income, (viii) provision for income taxes, (ix) other non-cash expenses, including, but not limited to, the impairment of long-lived assets, gains or losses arising from the disposition of assets, losses on extinguishment of debt, and other non-cash non-operating expenses.
Unlike a service company, our revenues are mostly derived from long-term rental agreements, offering stability and forward visibility of revenues and cash flows. This allows the Company to fund its development through the public bond market, providing capital efficiency and mitigating refinance risk.
Unlike a service company, our revenues are mostly derived from long-term rental agreements, offering stability and forward visibility of revenues and cash flows. This allows us to fund our development through the public bond market and bank debt, providing capital efficiency and mitigating refinance risk.
These metrics include: Metric Description Revenue The majority of our revenue is generated from rents and fees we earn pursuant to the lease and service agreements we enter into with our tenants. Our ability to achieve revenue growth depends upon our ability to attract and retain tenants for hangars at our home basing hangar campuses.
These metrics include: Metric Description Revenue The majority of our revenue is generated from rents and fees we earn pursuant to the lease and service agreements we enter into with our tenants. Our ability to achieve revenue growth depends upon our ability to attract and retain tenants for hangars at our HBO campuses.
Headcount and compensation expenses increased approximately $1.8 million, and non-cash equity compensation expense increased approximately $1.6 million. For the years ended December 31, 2024 and 2023, other general and administrative expenses were approximately $3.5 million and approximately $3.3 million, respectively.
Headcount and compensation expenses increased approximately $1.6 million, and non-cash equity compensation expense increased approximately $1.8 million. For the years ended December 31, 2025 and 2024, other general and administrative expenses were approximately $4.3 million and approximately $3.5 million, respectively.
Investing Activities Our primary investing activities have consisted of payments related to the cost of construction at our various home basing hangar campus development projects, investment in U.S. Treasury Securities, and acquisition activities. As our business expands, we expect to continue to invest in our current and anticipated future portfolio of home basing hangar campus development projects.
Investing Activities Our primary investing activities have consisted of payments related to the cost of construction at our various HBO campus development projects, investment in U.S. Treasury Securities, and acquisition activities. As our business expands, we expect to continue to invest in our current and anticipated future portfolio of HBO campus development projects.
Generally, these deposits may be redeemed upon demand and the majority are maintained with a major financial institution with reputable credit. Our restricted cash is held in trust at a major financial institution pursuant to the Series 2021 Bonds indenture.
Generally, these deposits may be redeemed upon demand and the majority are maintained with a major financial institution with reputable credit. Our restricted cash is held in trust at a major financial institution pursuant to the indentures for the Series 2021 Bonds and Series 2026 Bonds.
Financing Activities Our primary financing activities have consisted of equity capital raised to fund the growth of our business and proceeds from debt obligations incurred to finance our home basing hangar campus development projects. We expect to raise additional equity capital and issue additional indebtedness as our business grows.
Financing Activities Our primary financing activities have consisted of equity capital raised to fund the growth of our business and proceeds from debt obligations incurred to finance our HBO campus development projects. We expect to raise additional equity capital and issue additional indebtedness as our business grows.
The approximately $0.2 million increase was primarily driven by slight 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.
The approximately $0.8 million, or 22%, 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.
Our ability to raise additional equity and/or debt financing will be subject to a number of risks, including our ability to obtain financing upon reasonable terms, if at all, costs of construction, delays in constructing new facilities, operating results, and other risk factors.
Our ability to raise additional equity and/or debt financing will be subject to a number of risks, including our ability to obtain financing upon reasonable terms, if at all, our ability to reinvest free cash flow from operations, if at all, costs of construction, delays in constructing new facilities, operating results, and other risk factors.
The cumulative square footage of the business aircraft fleet in the United States increased 61% between 2010 and 2023. Moreover, over that same period, there was an 102% increase in the square footage of larger private jets – those with greater than a 24-foot tail height.
The cumulative square footage of the business aircraft fleet in the United States increased 73% between 2010 and 2025. Moreover, over that same period, there was an 120% increase in the square footage of larger private jets – those with greater than a 24-foot tail height.
The approximately $0.5 million, or 33%, increase was primarily the result of investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.
The approximately $0.3 million, or 14%, increase was primarily the result of investment in our growth strategy in securing airport site acquisitions and potential tenants throughout the year.
As of December 31, 2024, we were in compliance with all debt covenants.
As of December 31, 2025, we were in compliance with all debt covenants.
Net cash used in investing activities was approximately $43.9 million for the year ended December 31, 2024, compared to net cash used in investing activities of approximately $16.3 million for the same period in 2023.
Net cash used in investing activities was approximately $62.3 million for the year ended December 31, 2025, compared to net cash used in investing activities of approximately $43.9 million for the same period in 2024.
Our home basing hangar campuses feature exclusive private hangars and a full suite of dedicated services specifically optimized for home-based, versus transient, aircraft. The physical footprint of the U.S. business aviation fleet grew by almost 36 million square feet in the past fourteen years, with hangar supply lagging dramatically, especially in key growth markets.
Our HBO campuses feature private and semi-private hangars and a full suite of dedicated services specifically optimized for home based, versus transient, aircraft. The physical footprint of the U.S. business aviation fleet grew by almost 46 million square feet in the past sixteen years, with hangar supply lagging dramatically, especially in key growth markets.
While the Federal Reserve reduced interest rates in September, November, and December 2024 and has indicated the potential for further rate cuts, interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude of further interest rate cuts by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our borrowing costs.
While the Federal Reserve reduced interest rates during 2025 and has indicated the potential for further rate cuts in 2026, interest rates remain relatively high and there can be no certainty with respect to the occurrence, timing, or magnitude of further interest rate cuts by the Federal Reserve, and thus no certainty with respect to the ultimate impact on our borrowing costs.
Overview and Background We are an aviation infrastructure development company building the first nationwide network of home basing hangar campuses for business aircraft. We develop, lease, and manage general aviation hangars across the United States, targeting airfields in markets with significant aircraft populations and high hangar demand.
Overview and Background We are an aviation infrastructure development company building the first nationwide network of Home Base Operator (“HBO”) campuses designed exclusively for business aircraft. We develop, lease and manage general aviation hangars across the United States, targeting airfields in markets with significant based aircraft populations and high hangar demand.
This forecast is further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft as of December 31, 2024 is over $52 billion, an increase of approximately 6% over the prior year.
This forecast is further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft as of December 31, 2025 is over $57 billion, an increase of approximately 10% over the prior year.
Net cash used in operating activities was approximately $9.1 million for the year ended December 31, 2024, as compared to approximately $7.7 million of net cash used in operating activities for the same period in 2023.
Net cash used in operating activities was approximately $2.3 million for the year ended December 31, 2025, as compared to approximately $9.1 million of net cash used in operating activities for the same period in 2024.
Recent Developments In September 2024, we entered into a Securities Purchase Agreement (the “2024 Purchase Agreement”) with certain investors (collectively, the “Initial 2024 Investors”), pursuant to which, among other things, we agreed to sell and issue to the Initial 2024 Investors at an initial closing an aggregate of 3,352,106 shares (the “Initial 2024 PIPE Shares”) of our Class A Common Stock for an aggregate net purchase price of approximately $31.8 million (the “Initial 2024 Closing”), and agreed to sell and issue to the Initial 2024 Investors at a second closing, at the option of the Initial 2024 Investors, up to an aggregate of number of shares equal to the number of each such Initial 2024 Investor's Initial 2024 PIPE Shares purchased in the Initial 2024 Closing at the same purchase price of $9.50 per share (the “Second 2024 Closing” and, together with the Initial Closing, the “2024 Financing”).
Private Placement and Securities Purchase Agreements 2024 Private Placement and Securities Purchase Agreement On September 16, 2024, we entered into a Securities Purchase Agreement (the “2024 Purchase Agreement”) with certain investors (collectively, the “Initial 2024 Investors”) relating to, among other things, the issuance and sale to the Initial 2024 Investors at an initial closing an aggregate of 3,352,106 shares (the “Initial 2024 PIPE Shares”) of our Class A Common Stock for an aggregate purchase price of $31.8 million, and agreed to sell and issue to the Initial 2024 Investors at a second closing, at the option of the Initial 2024 Investors, up to an aggregate of number of shares equal to the number of each such Initial 2024 Investor's Initial 2024 PIPE Shares purchased in the Initial 2024 Closing at the same purchase price of $9.50 per share (the “Second 2024 Closing” and, together with the Initial Closing, the “2024 Financing”).
Fuel revenues for the year ended December 31, 2024 were approximately $2.1 million, compared to approximately $0.4 million for the year ended December 31, 2023.
Fuel revenues for the year ended December 31, 2025 were approximately $6.0 million, compared to approximately $2.1 million for the year ended December 31, 2024.
In October 2024, the Additional 2024 Investors each executed a joinder to the 2024 Purchase Agreement, pursuant to which the Additional 2024 Investors agreed to purchase, and we agreed to sell, an aggregate of 603,684 Additional 2024 PIPE Shares (together with the Initial 2024 PIPE Shares, the “First Closing 2024 PIPE Shares”) for an aggregate purchase price of $5.7 million.
On October 25, 2024, additional investors (the “Additional 2024 Investors” and, together with the Initial 2024 Investors, the “2024 Investors”) each executed a joinder to the 2024 Purchase Agreement, pursuant to which the Additional 2024 Investors agreed to purchase, and we agreed to sell, an aggregate of 603,684 additional shares of Class A Common Stock (the “Additional 2024 PIPE Shares”, and together with the Initial 2024 PIPE Shares, the “First Closing 2024 PIPE Shares”) for an aggregate purchase price of $5.7 million.
Other (Income) Expenses Other (income) expenses for the year ended December 31, 2024 was approximately $33.3 million of expense as compared to approximately $8.5 million of expense for the year ended December 31, 2023.
Other (Income) Expenses Other (income) expenses for the year ended December 31, 2025 was approximately $35.3 million of income as compared to approximately $33.3 million of expense for the year ended December 31, 2024.
The impact of the change in fair value of the Warrants was offset by an approximately $1.2 million increase in other income associated with interest earned and realized gains on our available-for-sale U.S. Treasury investment activity.
The impact of the change in fair value of the Warrants was offset by an approximately $1.1 million decrease in other income due to a decrease in interest earned and realized gains on our available-for-sale U.S. Treasury investment activity.
Net cash provided by financing activities was $75.1 million for the year ended December 31, 2024, compared to $54.9 million for the same period in 2023.
Net cash provided by financing activities was $7.3 million for the year ended December 31, 2025, compared to $75.1 million for the same period in 2024.
We derive all of our revenue from tenants in the United States. Operating Expenses In addition to changes in our revenue, our operating results are affected by, among other things, the level of our operating expenses. One of our largest expenses are the payments payable under our ground leases.
Operating Expenses In addition to changes in our revenue, our operating results are affected by, among other things, the level of our operating expenses. One of our largest expenses are the payments payable under our ground leases.
For the years ended December 31, 2024 and 2023, we recognized expense related to ground leases of approximately $8.6 million and $3.9 million, respectively.
For the years ended December 31, 2025 and 2024, we recognized expense related to ground leases of approximately $13.5 million and $8.6 million, respectively.
However, as we have recently become a publicly-traded company, 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.
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.
We expect to realize economies of scale in construction through a prototype hangar design replicated at our home basing hangar campuses across the United States. This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation.
We expect to realize economies of scale in construction through prototype hangar designs replicated at our HBO campuses across the United States through our in-house through our in-house construction management and general contracting. This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation.
Compensation and benefits expenses increased approximately $3.6 million, or 35%, to $13.9 million for the year ended December 31, 2024, as compared to approximately $10.3 million for the year ended December 31, 2023. The increase was primarily driven by an increase in corporate headcount and expense recognized associated with our equity compensation programs.
Compensation and benefits expenses increased approximately $3.4 million, or 24%, to $17.3 million for the year ended December 31, 2025, as compared to approximately $13.9 million for the year ended December 31, 2024. The increase was primarily driven by an increase in headcount associated with both corporate and construction personnel and expense recognized associated with our equity compensation programs.
The approximately $20.2 million increase in net cash provided by financing activities was primarily driven by the equity financing completed during the year ended December 31, 2024, as compared to the year ended December 31, 2023.
The approximately $67.8 million decrease in net cash provided by financing activities was primarily driven by the equity financing completed during the year ended December 31, 2024 as compared to the year ended December 31, 2025.
Construction Material Costs and Labor When constructing our home basing hangar campuses, we use various materials, assemblies, and labor components. We contract for our materials and labor with various general contractors under guaranteed maximum price (GMP) contracts upon receipt of building permits.
Construction Material Costs and Labor When constructing our HBO campuses, we use various materials, assemblies, and labor components. We contract for our materials and labor both internally through our in-house general contractor and with various external general contractors under guaranteed maximum price (GMP) contracts upon receipt of building permits.
We previously raised equity capital, along with potential future debt and further equity issuances, including the 2024 Purchase Agreement and 2023 Purchase Agreement entered into on September 16, 2024 and November 1, 2023, respectively, see Liquidity and Capital Resources — Private Placement and Securities Purchase Agreement below, to begin to fund additional airport campuses and reach up to 20 airport campuses over the next several years.
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, see Liquidity and Capital Resources — Private Placement and Securities Purchase Agreement below, to begin to fund construction at additional HBO campuses over the next several years.
The cumulative 20 airport site business plan is estimated to cost approximately $1.2 billion, with approximately 65% to 75% anticipated from private activity bonds and the balance with equity or equity-linked financing.
The cumulative 50 airport site business plan is estimated to cost approximately $3.0 billion, with approximately 80% or more anticipated from private activity bonds and the balance with equity or equity-linked financing.
Adjusted EBITDA A reconciliation of net income (loss) to Adjusted EBITDA is presented below: Year-Ended December 31, 2024 December 31, 2023 Net loss $ (53,683 ) $ (25,441 ) Add (subtract): Depreciation and amortization 2,706 2,278 Interest expense 715 541 Interest income and realized gains from sales of available-for-sale securities (1,961 ) (737 ) Changes in fair value of warrant liabilities 34,515 8,644 Stock-based compensation 3,918 2,259 Non-cash operating lease expense 4,651 2,121 Non-cash operating lease income (109 ) (239 ) Adjusted EBITDA $ (9,248 ) $ (10,574 ) 39 Table of Contents Liquidity and Capital Resources Overview Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund the construction of new assets, fund working capital and other general business needs.
Adjusted EBITDA A reconciliation of net income (loss) to Adjusted EBITDA is presented below: Year-Ended December 31, 2025 December 31, 2024 Net income (loss) $ 7,321 $ (53,683 ) Add (subtract): Depreciation and amortization 6,294 2,706 Interest expense, net of capitalized interest 1,359 715 Interest income and realized gains from sales of available-for-sale securities (846 ) (1,961 ) Unrealized (gain) loss on warrants (35,861 ) 34,515 Stock-based compensation 5,769 3,918 Non-cash operating lease expense 7,301 4,651 Non-cash operating lease income (980 ) (109 ) Adjusted EBITDA $ (9,643 ) $ (9,248 ) 40 Table of Contents Liquidity and Capital Resources Overview Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund the construction of new assets, fund working capital and other general business needs.
Operating Expenses Campus operating expenses increased approximately $0.9 million, or 29%, from approximately $3.1 million for the year ended December 31, 2023, to approximately $4.0 million for the year ended December 31, 2024.
Operating Expenses Campus operating expenses increased approximately $4.7 million, or 120%, from approximately $4.0 million for the year ended December 31, 2024, to approximately $8.7 million for the year ended December 31, 2025.
We expect to issue additional debt to finance future site developments and elevated interest rates would impact our overall economic performance. In addition, we are subject to credit spreads demanded by fixed income investors.
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.
The approximately $24.8 million, or 294%, increase in expense was primarily due to an approximately $25.9 million variance related to the mark-to-market of the outstanding Warrants at December 31, 2024 as compared to December 31, 2023.
The approximately $68.6 million, or 206%, increase in income was primarily due to an approximately $70.4 million variance related to the mark-to-market of the outstanding Warrants at December 31, 2025 as compared to December 31, 2024.
The aggregate PIPE financing through the 2023 Purchase Agreement totaled approximately $57.8 million. See “Note 11 — Equity ” in the Notes to Consolidated Financial Statements for additional information regarding the 2023 Purchase Agreement. At-the-Market Facility On March 27, 2024, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. (“B.
The aggregate PIPE financing through the 2023 Purchase Agreement totaled approximately $57.8 million, or $6.50 per share. At-the-Market Facility On March 27, 2024, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. (“B.
However, there can be no assurance that we will be able to increase the lease rates for the hangars within our hangar campuses to absorb these increased costs, if at all.
We believe we may continue to experience such pressures in future quarters, as well as delays in our subsidiaries’ and contractors’ ability to requisition such materials. However, there can be no assurance that we will be able to increase the lease rates for the hangars within our hangar campuses to absorb these increased costs, if at all.
The approximately $5.6 million, or 78%, increase was primarily the result of the commencement of operations at SJC during the three months ended June 30, 2024 and the impact of increased occupancy at our BNA and OPF hangar campuses during the year ended December 31, 2024.
The approximately $8.9 million, or 70%, increase was primarily the result of a full year of operations at CMA, which was acquired during December 2024, the cumulative impact of increased occupancy at our BNA, OPF, and SJC hangar campuses, and the commencement of operations at our DVT, ADS, and APA hangar campuses during the year ended December 31, 2025.
The increase primarily reflects a full year of depreciation related to Rapidbuilt, which was acquired during the three months ended June 30, 2023 and a full year of depreciation expense associated with our OPF hangar campus, which opened during the three months ended March 31, 2023. 38 Table of Contents Operating Expenses - Continued Pursuit and marketing expenses for the year ended December 31, 2024 were approximately $2.0 million, compared to approximately $1.5 million for the year ended December 31, 2023.
The increase was primarily driven by a full year of depreciation associated with our acquisition of a hangar campus at CMA during the three months ended December 31, 2024, 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. 39 Table of Contents Operating Expenses - Continued Pursuit and marketing expenses for the year ended December 31, 2025 were approximately $2.3 million, compared to approximately $2.0 million for the year ended December 31, 2024.
Ground lease expenses increased approximately $4.7 million, or 120%, from approximately $3.9 million for the year ended December 31, 2023, to approximately $8.6 million for the year ended December 31, 2024.
Depreciation increased approximately $3.6 million, or 133%, from approximately $2.7 million for the year ended December 31, 2024, to approximately $6.3 million for the year ended December 31, 2025.
The increase in ground lease expense was also driven by the ground leases signed at PWK, BDL, and POU during the three months ended December 31, 2023, ORL during the three months ended March 31, 2024, IAD during the three months ended June 30, 2024, SLC during the three months ended September 30, 2024, and the ground leases assumed as part of the CMA Transaction during the three months ended December 31, 2024.
The increase in ground lease expense was driven primarily by the cumulative impact of expense recognized associated with the ground lease signed at IAD during the three months ended June 30, 2024, SLC during the three months ended September 30, 2024, the ground leases assumed at CMA during the three months ended December 31, 2024, 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.
The approximately $1.4 million increase in net cash used in operating activities was primarily attributable to a $3.4 million unfavorable change in the Company's working capital position, which was primarily driven by the timing of spending commitments and payments of our accounts payable and other accrued expenses.
The approximately $6.8 million decrease in net cash used in operating activities was primarily attributable to a $8.2 million favorable change in the Company's working capital position, which was primarily driven by a lease extension with a one-time upfront payment of approximately $5.9 million, as well as the timing of collections of accounts receivable and payments of our accounts payable and other accrued expenses.
Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $0.6 million, primarily driven by the commencement of operations at our SJC hangar campus in April 2024, and headcount increases at our BNA and OPF hangar campuses.
Salaries, wages, and benefits associated with our hangar campus personnel increased approximately $2.4 million, primarily driven by headcount increases associated with the commencement of operations at our DVT, APA, and ADS hangar campuses and a full year of operations at CMA, which was acquired during December 2024.
The increase of approximately $27.6 million of net cash used in investing activities was driven primarily by the CMA asset acquisition during the three months ended December 31, 2024, which drove a increase of approximately $31.7 million, and a $20.9 million increase in capital expenditures during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
The increase of approximately $18.4 million of net cash used in investing activities was driven primarily by a decrease of approximately $72.0 million in proceeds received from held-to-maturity investments and a $5.6 million increase in capital expenditures during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Other campus operating expenses increased approximately $0.3 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at each of our hangar campuses. Fuel expenses for the year ended December 31, 2024 were approximately $0.6 million, compared to approximately $0.2 million for the year ended December 31, 2023.
Other campus operating expenses increased by approximately $2.3 million, primarily driven by increased insurance, property taxes, and utilities associated with operations at CMA where our operations commenced in December 2024, and start-up expenses associated with our DVT, APA, and ADS hangar campuses.
Riley a commission of 3.0% of the gross sales price per share sold under the ATM Agreement, subject to certain reductions. During the year ended December 31, 2024, the Company sold 79,676 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $13.75.
During the year ended December 31, 2024, we sold 79,676 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $13.75. As of December 31, 2025, ATM Shares having an aggregate gross sales price of up to approximately $98.6 million remain available for issuance under the A&R ATM Agreement.
Year ended December 31, 2024 December 31, 2023 Change Revenue: Rental revenue $ 12,700 $ 7,137 $ 5,563 Fuel revenue 2,061 438 1,623 Total revenue 14,761 7,575 7,186 Expenses: Campus operating expenses 3,953 3,065 888 Fuel expenses 555 214 341 Ground lease expenses 8,564 3,889 4,675 Depreciation and amortization 2,706 2,278 428 Pursuit and marketing expenses 2,027 1,519 508 Employee compensation and benefits 13,882 10,310 3,572 General and administrative expenses 3,488 3,293 195 Total expenses 35,175 24,568 10,607 Operating loss (20,414 ) (16,993 ) (3,421 ) Other (income) expense: Interest expense, net of capitalized interest 715 541 174 Other (income) expense (1,961 ) (737 ) (1,224 ) Unrealized (gain) loss on warrants 34,515 8,644 25,871 Total other (income) expense 33,269 8,448 24,821 Net loss $ (53,683 ) $ (25,441 ) $ (28,242 ) Revenues Rental revenues for the year ended December 31, 2024 were approximately $12.7 million, compared to approximately $7.1 million for the year ended December 31, 2023.
Year ended December 31, 2025 December 31, 2024 Change Revenue: Rental revenue $ 21,588 $ 12,700 $ 8,888 Fuel revenue 5,952 2,061 3,891 Total revenue 27,540 14,761 12,779 Expenses: Campus operating expenses 8,682 3,953 4,729 Fuel expenses 3,315 555 2,760 Ground lease expenses 13,459 8,564 4,895 Depreciation and amortization 6,294 2,706 3,588 Pursuit and marketing expenses 2,309 2,027 282 Employee compensation and benefits 17,255 13,882 3,373 General and administrative expenses 4,253 3,488 765 Total expenses 55,567 35,175 20,392 Operating loss (28,027 ) (20,414 ) (7,613 ) Other (income) expense: Interest expense, net of capitalized interest 1,359 715 644 Other (income) expense (846 ) (1,961 ) 1,115 Unrealized (gain) loss on warrants (35,861 ) 34,515 (70,376 ) Total other (income) expense (35,348 ) 33,269 (68,617 ) Net income (loss) $ 7,321 $ (53,683 ) $ 61,004 Revenues Rental revenues for the year ended December 31, 2025 were approximately $21.6 million, compared to approximately $12.7 million for the year ended December 31, 2024.
Riley, of all of the shares subject to the ATM Agreement and (ii) termination of the ATM Agreement in accordance with its terms.
The offering of shares pursuant to the A&R ATM Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through the Sales Agents, of all of the shares subject to the A&R ATM Agreement and (ii) termination of the A&R ATM Agreement in accordance with its terms.
Depreciation increased approximately $0.4 million, or 19%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Fuel expenses for the year ended December 31, 2025 were approximately $3.3 million, compared to approximately $0.6 million for the year ended December 31, 2024.
For a more complete description of our operations, including our home basing hangar campus development projects, refer to Item 1 — Business .
For a more complete description of our operations, including our home basing hangar campus development projects, refer to Item 1 — Business . Recent Developments In October 2025, we entered into a ground lease agreement (the “LGB Lease”) at Long Beach Airport (“LGB”) with the City of Long Beach, California.
These increases were offset by the aggregate impact of our strategy to invest surplus cash in U.S.
These were offset by the impact of the CMA asset acquisition during the year ended December 31, 2024, which drove a decrease in cash used by investing activities of approximately $31.7 million and the aggregate impact of our strategy to invest surplus cash in U.S.
The approximately $1.6 million, or 371%, increase was primarily the result of an increase in fuel gallons uplifted at our BNA and OPF hangar campuses due to increased occupancy, the commencement of operations at SJC during the three months ended June 30, 2024, and fuel sales at our CMA operation, where our fuel revenues and the related expenses are recognized on a gross basis.
The approximately $3.9 million, or 189%, increase was primarily driven by a $3.0 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.
The approximately $0.4 million, or 159%, increase was primarily the result of the CMA Transaction during the three months ended December 31, 2024, and the related impact of recognizing certain fuel revenue and expenses on a gross basis.
The approximately $2.7 million, or 497%, increase was primarily the result of an increase in the cost of fuel of approximately $2.3 million, driven by the impact of recognizing fuel revenue and expenses on a gross basis at our CMA, ADS, and APA hangar campuses.
We have made limited sales under the ATM Facility to date and will only do so when our stock price is at prices our Board deems appropriate. 40 Table of Contents Private Activity Bonds On September 14, 2021, SHC completed an issuance through the Public Finance Authority (Wisconsin) of $166.3 million of Series 2021 PABs.
Series 2021 Bonds On September 14, 2021, SHC completed an issuance through the Public Finance Authority (Wisconsin) of $166.3 million of Series 2021 PABs.
This increase was offset by an approximately $2.0 million decrease in net loss, net of non-cash adjustments. The decrease in net loss, net of non-cash adjustments, was primarily driven by an increase in revenue which outpaced the growth in cash operating expenses.
This decrease was offset by an approximately $1.4 million increase in net loss, net of non-cash adjustments. The increase in net loss, net of non-cash adjustments was primarily driven by the impact of increases in headcount at both the corporate and hangar campus level, including start-up expenses incurred in anticipation of commencing operations at DVT, APA, and ADS.
Treasury securities, which was comprised of an approximately $172.0 million decrease in purchases of held-to-maturity investments, an approximately $169.4 million increase in proceeds received from available-for-sale investments, an approximately $190.2 million increase in purchases of available-for-sale investments, and an approximately $124.0 million decrease in proceeds received from held-to-maturity investments for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
These factors were offset by an approximately $21.1 million increase in proceeds received from the issuance of loan payable for the year ended December 31, 2025 as compared to December 31, 2024.
The initial term of the TTN Lease will be 30 years from the earlier of certificate of occupancy or 36 months from the lease commencement date, as defined in the TTN Lease, with lease payments commencing contemporaneously with the term.
The LGB Lease covers approximately 17 acres of property at LGB. The initial term of the LGB Lease will be 50 years beginning 18 months after the effective date, with lease payments commencing contemporaneously with the term.
The following table summarizes our cash and cash equivalents, restricted cash, investments, and restricted investments as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Cash and cash equivalents $ 42,442 $ 60,257 Restricted cash 51,917 12,009 Investments 18,987 11,866 Restricted investments 13,816 88,213 Total cash, restricted cash, investments, and restricted investments $ 127,162 $ 172,345 2024 Private Placement and Securities Purchase Agreement On September 16, 2024, we entered into the 2024 Purchase Agreement with the Initial 2024 Investors relating to, among other things, the issuance and sale to the Initial 2024 Investors at an initial closing an aggregate of 3,352,106 Initial 2024 PIPE Shares of our Class A Common Stock for an aggregate purchase price of $31.8 million.
The following table summarizes our cash and cash equivalents, restricted cash, investments, and restricted investments as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Cash and cash equivalents $ 20,718 $ 42,442 Restricted cash 16,306 51,917 Investments - 18,987 Restricted investments 11,453 13,816 Total cash, restricted cash, investments, and restricted investments $ 48,477 $ 127,162 Private Activity Bonds Series 2026 Bonds On February 12, 2026, Sky Harbour Capital III LLC (“Sky Capital III”) completed a $150 million financing through the issuance of Series 2026 Bonds.
Removed
The 2024 Purchase Agreement provided that, at any time prior to the Initial 2024 Closing, and at our sole discretion, additional investors (“Additional 2024 Investors” and, together with the Initial 2024 Investors, the “2024 Investors” ) could execute a joinder to the 2024 Purchase Agreement pursuant to which they would agree to purchase additional shares of Class A Common Stock (the “Additional 2024 PIPE Shares”) in the Initial 2024 Closing, along with the option to purchase Second Closing 2024 PIPE Shares (as defined below).
Added
In December 2025, we 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 $15 million (the “Yorkville Promissory Note”). The issue price for the Yorkville Promissory Note was 100% of the aggregate principal amount thereof.
Removed
The Initial 2024 Closing of the 2024 Financing occurred on October 25, 2024, and 3,955,790 First Closing 2024 PIPE Shares were issued to the 2024 Investors for an aggregate purchase price of $37.6 million.
Added
The Yorkville Promissory Note accrues interest at a rate of 7.75% per annum and matures on June 8, 2027. In December 2025, we entered into a ground lease agreement (the “FTW Lease”) at Fort Worth Meacham International Airport (“FTW”) with the City of Fort Worth. The FTW Lease covers approximately 4.5 acres of property at FTW.

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