02/20/2026 | Press release | Distributed by Public on 02/20/2026 19:13
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $11.63 | 02/15/2030(2) | 02/15/2034 | Class A Common Stock | 29,918 | 29,918 | D | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $11.07 | 02/18/2031(2) | 02/18/2035 | Class A Common Stock | 35,894 | 35,894 | D | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $8.85 | 02/18/2026 | A | 62,780 | 02/18/2032 | 02/18/2036 | Class A Common Stock | 62,780 | $ 0 | 62,780 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Schmitt Michael Weber C/O SKY HARBOUR GROUP CORPORATION 136 TOWER ROAD, HANGAR M, SUITE 205 WHITE PLAINS, NY 10604 |
Chief Accounting Officer | |||
| /s/ Gerald Adler, Attorney-in-fact | 02/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents restricted stock units ("RSUs") granted under the Sky Harbour Group Corporation 2022 Incentive Award Plan. Each RSU represents the contingent right to receive, in accordance with the terms of the applicable RSU agreement, one share of Class A Common Stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU agreement, provided the reporting person remains in service through the applicable vesting date. |
| (2) | Represents stock options granted under the Sky Harbour Group Corporation 2022 Incentive Award Plan. The stock options vest in installments in accordance with the terms of the applicable stock option agreement, provided the reporting person remains in service through the applicable vesting date. |
| (3) | Represents 25,033 shares of Class A Common Stock and 58,408 RSUs. |
| (4) | Represents the payment of the reporting person's tax liability by withholding shares in connection with the vesting of an aggregate of 8,341 RSUs, which occurred monthly from May 17, 2025 to December 31, 2025. The value of the vested shares and the shares withheld to satisfy U.S. Federal and state income taxes is calculated based on the weighted-average closing price on the vesting date or next preceding trading date in the case that the vesting date is a non-trading date. |