Sky Harbour Group Corporation

Item 1.01. Entry into a Material Definitive Agreement. On August 10, 2026, Sky Harbour Group Corporation, a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement with certain investors (the “Investors”), pursuant to which the Company agreed to sell an aggregate of 4,000,000 shares (the “Shares”) of its Class A common stock, $0.0001 par value per share (the “Common Stock”), to the Investors in a registered direct offering at a purchase price of $10.00 per share. The closing of the offering occurred on August 12, 2026. The Company received aggregate gross proceeds of $40.0 million from the offering, before deducting offering-related expenses. The Company intends to use the net proceeds for general corporate purposes. In connection with the registered direct offering, the Company and its directors and executive officers and certain holders of more than 5.0% of its outstanding stock (the “Lock-Up Parties”) and the Investors have agreed that for a period of 90 days following the closing date, subject to certain exceptions, the Lock-Up Parties will not sell, pledge, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock. Substantially concurrently with the registered direct offering, Boston Omaha Corporation, a Delaware corporation (“BOC”), entered into certain Secondary Stock Purchase Agreements with certain investors, pursuant to which the investors agreed to purchase an aggregate of 360,000 shares of Common Stock from BOC at a price per share of $10.00 (the “Private Secondary Transactions”). The closings of the Private Secondary Transactions are expected to occur on or prior to August 14, 2026. The Shares are being offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-278275), filed with the Securities and Exchange Commission (“SEC”) on March 27, 2024, and declared effective by the SEC on April 10, 2024, and the accompanying base prospectus included therein, as supplemented by the prospectus supplement filed with the SEC on August 12, 2026. A copy of the opinion of Morrison & Foerster LLP with respect to the validity of the Shares is filed herewith as Exhibit 5.1.