UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☑			Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended February 2928, ~~2024~~2025


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-32959

AIRCASTLE LIMITED

(Exact name of Registrant as Specified in its Charter)


Bermuda						98-0444035
(State or other Jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)


c/o Aircastle Advisor LLC
201 Tresser Boulevard, Suite 400
Stamford
Connecticut
06901

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (203) 504-1020

______________________________________

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Shares, par value $0.01 per share

N/A

NONE

Preference Shares, par value $0.01 per share

N/A

NONE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No ¨

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ	Smaller reporting company	¨
		Emerging growth company	¨

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ

The aggregate market value of the Registrant’s Common Shares based upon the closing price on the New York Stock Exchange on August 31, ~~2023~~2024 (the last business day of registrant’s most recently completed second fiscal quarter), beneficially owned by non-affiliates of the Registrant was $0 because the Registrant’s Common Shares were not publicly traded as of that date. For purposes of the foregoing calculation, which is required by Form 10-K, the Registrant has included in the shares owned by affiliates those shares owned by directors and executive officers and shareholders owning 10% or more of the outstanding common shares of the Registrant, and such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose.

As of April 1916, ~~2024~~2025, there were 1517,~~564~~840 outstanding shares of the registrant’s common shares, par value $0.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE



None.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	2427
Item 1C.	Cybersecurity	2427
Item 2.	Properties	2528
Item 3.	Legal Proceedings	2528
Item 4.	Mine Safety Disclosures	2528
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2729
Item 6.	[Reserved]	2729
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	2729
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4244
Item 8.	Financial Statements and Supplementary Data	4345
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4345
Item 9A.	Controls and Procedures	4345
Item 9B.	Other Information	4445
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4445
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4546
Item 11.	Executive Compensation	47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5556
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5657
Item 14.	Principal Accountant Fees and Services	57
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5859
Item 16.	Form 10-K Summary	E - 45
SIGNATURES		S - 1

SAFE HARBOR STATEMENT UNDER THE

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

All statements included or incorporated by reference in this Annual Report on Form 10-K (this “Annual Report”), other than characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not necessarily limited to, statements relating to our ability to acquire, sell, lease or finance aircraft, raise capital, pay dividends and increase revenues, earnings, EBITDA and Adjusted EBITDA and the global aviation industry and aircraft leasing sector. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements are based on our historical performance and that of our subsidiaries and on our current plans, estimates and expectations and are subject to a number of factors that could lead to actual results being materially different from those described in the forward-looking statements; Aircastle can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any such forward-looking statements which are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this Annual Report. These risks or uncertainties include, but are not limited to, those described from time to time in Aircastle’s filings with the Securities and Exchange Commission (“SEC”), including as described in Item 1A, and elsewhere in this Annual Report. In addition, new risks and uncertainties emerge from time to time, and it is not possible for Aircastle to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this Annual Report. Aircastle expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

WEBSITE AND ACCESS TO COMPANY’S REPORTS

The Company’s Internet website can be found at www.aircastle.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished ~~pursuant~~with ~~to Section 13(a) or 15(d) of~~ the ~~Exchange~~SEC ~~Act~~ are available free of charge through our website under “Investors — SEC Filings” ~~as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC~~.

Statements and information concerning our status as a Passive Foreign Investment Company (“PFIC”) for U.S. taxpayers are also available free of charge through our website under “Investors — Tax Information (PFIC)”.

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Board of Directors committee charters (including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) are available free of charge through our website under “ESG”. In addition, our Code of Ethics for the Chief Executive and Senior Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Controller, is available in print, free of charge, to any shareholder upon request to Investor Relations, Aircastle Limited, c/o Aircastle Advisor LLC, 201 Tresser Boulevard, Suite 400, Stamford, Connecticut 06901.

The information on the Company’s website is not part of, or incorporated by reference, into this Annual Report, or any other report we file with, or furnish to, the SEC.

PART I

INTRODUCTION

ITEM 1. BUSINESS

Unless the context suggests otherwise, references in this Annual Report to “Aircastle,” the “Company,” “we,” “us,” or “our” refer to Aircastle Limited and its subsidiaries. Throughout this Annual Report, when we refer to our aircraft, we include aircraft that we have transferred into grantor trusts or similar entities for purposes of financing such assets through ~~securitizations and~~ term financings. These grantor trusts or similar entities are consolidated for purposes of our financial statements. All amounts in this Annual Report are expressed in U.S. dollars and the financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Overview

Aircastle acquires, leases, and sells commercial jet aircraft to airlines throughout the world. We are a leading secondary market investor that sources aircraft through various acquisition channels that include other aircraft lessors, airlines through purchase-leaseback transactions, financial institutions and other aircraft owners, and aircraft manufacturers. We have significant experience in successfully managing aircraft throughout their life cycle, including lease and technical management, aircraft redeliveries, transitions, and sales or disposals. We sell aircraft and engine assets, either with a lease attached or on a part-out basis, with the aim of generating profits and reinvesting proceeds. Our aircraft are managed by an experienced team based in the United States, Ireland and Singapore.

As of February 2928, ~~2024~~2025, we owned and managed on behalf of our joint venture ~~252~~273 aircraft leased to 7577 lessees located in 4347 countries. The net book value of our fleet (comprised of flight equipment held for lease and net investment in leases, or “Net Book Value”) was $7.29 billion as of February 2928, ~~2024~~2025, up 9% from $67.62 billion as of February 2829, ~~2023~~2024. The weighted average age of our fleet was 9.31 years and the weighted average remaining lease term was 5.4 years. The weighted average utilization rate of our fleet was 9899% for the year ended February 2928, ~~2024, which improved to 99% during the second half of fiscal 2023~~2025. During the year ended February 2928, ~~2024~~2025, we purchased 3050 aircraft and sold 2827 aircraft and other flight equipment. As of February 2928, ~~2024~~2025, we had commitments to purchase 1720 aircraft with delivery through ~~September~~March ~~2026~~2027 for $~~525~~771.17 million, which includes estimated amounts for pre-delivery deposits, contractual price escalations and other adjustments.

Our total revenues, net income and Adjusted EBITDA were $~~855~~821.40 million, $83123.36 million, and $~~759~~789.59 million for the year ended February 2928, ~~2024~~2025, respectively, and $~~796~~855.04 million, $6283.83 million and $~~732~~759.35 million for the year ended February 2829, ~~2023~~2024, respectively. Cash flow provided by operating activities was $~~370~~464.30 million and $~~437~~370.73 million for the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. The Company’s financial performance reflects the ~~continued~~strong ~~expansion~~global ofpassenger ~~global~~demand for air ~~traffic~~travel and ~~strong~~the robust demand for our aircraft ~~through lease extension requests, primarily~~ due to ongoing Original Equipment Manufacturer (“OEM”) ~~production~~delivery ~~issues~~delays and ~~delivery~~supply ~~delays,~~chain asconstraints. The ~~well~~increased asdemand ~~the~~for ~~improved~~our ~~financial~~aircraft ~~health~~through oflease ~~our~~extension ~~airline~~requests ~~customers. Our~~and ~~financial~~strong ~~results~~gains ~~are~~on ~~also~~sales ~~partly~~contributed ~~driven~~positively byto ~~end-of-lease~~our ~~maintenance~~financial ~~payments~~results, ~~strong~~which ~~gains~~are onalso ~~sales~~partly ~~and~~driven by cash settlement proceeds received in respect of 4our contingent and possessed insurance policies for aircraft formerly on lease to Russian airlines.

Growth in commercial air traffic has been correlated with world economic activity and has historically grown at a rate one to two times that of global gross domestic product (“GDP”) growth. This expansion of air travel has driven growth in the world aircraft fleet. There are approximately 2627,000 commercial mainline passenger and freighter aircraft in the world fleet today. Aircraft leasing companies own approximately 5250% of the world’s commercial passenger jet aircraft. Under normal circumstances, we would expect the global fleet to continue expanding at a 2-3% average annual rate.

We believe our portfolio, which is primarily comprised of new technology and mid-life, narrow-body aircraft, will remain attractive for our airline customers, enabling them to respond to the growing demand of global air travel. As a leading secondary market investor, we believe that our long-standing business strategy of maintaining conservative leverage and limiting long-term financial commitments positions us well to take advantage of new investment opportunities as they arise.

We employ a team of experienced senior professionals with extensive industry and financial experience. Our leadership team has an average of more than ~~thirty~~30 years of relevant industry experience and has effectively enabled us to manage through prior downturns in the aviation industry, such as the COVID-19 pandemic, the 2008 global financial

~~manage through prior downturns in the aviation industry, such as the COVID-19 pandemic, the 2008 global financial~~ crisis, and the September 11, 2001 terror attacks.

Our Competitive Strengths

We believe the following competitive strengths will allow us to capitalize on future growth opportunities in the global aviation industry:

•Diversified Portfolio of Modern Aircraft: We have a portfolio of modern aircraft that is diversified with respect to lessees, geographic markets, lease maturities and aircraft types. As of February 2928, ~~2024~~2025, our owned and managed aircraft portfolio consisted of ~~252~~273 aircraft leased to 7577 lessees in 4347 countries. Lease expirations for our owned aircraft are well dispersed, with a weighted-average remaining lease term of 5.4 years. This provides us with a long-dated base of contracted revenues. We believe our focus on portfolio diversification reduces the risks associated with individual lessee defaults and adverse geopolitical or economic issues, and results in generally predictable cash flows.

•Flexible, Disciplined Acquisition Approach and Broad Investment Sourcing Network: Our investment strategy is to seek out the best risk-adjusted return opportunities across the commercial jet market, so our acquisition targets vary with market opportunities. We source our acquisitions through well-established relationships with other aircraft lessors, airlines, financial institutions, other aircraft owners and aircraft and engine manufacturers. Since our formation in 2004, we have acquired ~~595~~645 aircraft for $1921.73 billion as of February 2928, ~~2024~~2025. We have built our aircraft portfolio through more than ~~194~~208 transactions with ~~103~~109 counterparties as of February 2928, ~~2024~~2025.

•Significant Experience in Successfully Selling Aircraft Throughout Their Life Cycle: Our team is adept at managing and executing the sale of aircraft, either with a lease attached or on a part-out basis. Since our formation, we have sold ~~327~~354 aircraft to ~~101~~110 buyers for $7.07 billion as of February 2928, ~~2024~~2025. These sales produced net gains of $~~635~~713.80 million and involved a wide range of aircraft types and buyers. Of these aircraft, ~~232~~251, or 71%, were over 14 years old at the time of sale; often being sold on a part-out disposition basis, where the airframe and engines may be sold to various buyers. We believe our competence in selling older aircraft is one of the capabilities that sets us apart from many of our competitors.

•Strong Capital Raising Track Record and Access to a Wide Range of Financing Sources: Since our inception, we have raised $2.36 billion in equity capital from private and public investors as of February 2928, ~~2024~~2025. We maintain a strong, strategic relationship with Marubeni Corporation (“Marubeni”), which is one of our controlling shareholders. We have raised $2123.41 billion in debt capital from a variety of sources, including the unsecured bond market, commercial banks, export credit agency-backed debt, the aircraft securitization market and Japanese Operating Lease with Call Option (“JOLCO”) financings, which have been originated by Marubeni. The diversity and global nature of our financing sources demonstrates our ability to adapt to changing market conditions and seize new opportunities.

•Our Capital Structure Provides Investment Flexibility: As of February 2928, ~~2024~~2025, we had $2.10 billion available from unsecured revolving credit facilities, ~~with~~98% ~~maturities~~of which is not scheduled to mature until 2027 and 2028, thereby limiting our near-term financial markets exposure. Given our relatively limited future capital commitments, we have the resources to take advantage of future investment opportunities. Our large, unencumbered asset base and our unsecured revolving lines of credit give us access to the unsecured bond market, which we expect will allow us to pursue a flexible and opportunistic investment strategy over the long term.

•Experienced Management Team with Significant Expertise: Our leadership team has significant relevant industry experience, and we have expertise in the acquisition, leasing, financing, technical management, restructuring/repossession and sale of aviation assets. This experience spans several industry cycles and a wide range of business conditions and is global in nature. We believe our management team is highly qualified to manage and grow our aircraft portfolio and to address our long-term capital needs.

•Global and Scalable Business Platform: We operate through offices in the United States, Ireland and Singapore, using a modern asset management system designed specifically for aircraft operating lessors and capable of handling a significantly larger aircraft portfolio. We believe that our current facilities, systems and personnel are capable of supporting an increase in our revenue base and asset base without a proportional increase in overhead costs.

Business Strategy

Our business approach is to continue to remain differentiated from those of other leasing companies which have orders with aircraft manufacturers. Recent global disruptions have required enhanced focus on diligent, proactive risk monitoring while continuing to pursue our core strategies. Our focus is to manage risk and secure liquidity while growing our assets and profits over the long term. By limiting long-term capital commitments and maintaining a conservative capital structure, we seek to best position ourselves for future investment opportunities.

Our business strategy entails the following elements:

•Pursuing a disciplined and differentiated investment strategy. In our view, the relative values of different aircraft change over time. We continually reevaluate investments across different aircraft models, ages, lessees and acquisition channels as market conditions and relative investment values change. We believe our team’s experience with a wide range of asset types and the financing flexibility offered through unsecured debt provides us with a competitive advantage. We view orders from aircraft manufacturers to be part of our investment opportunity set, however we have limited long-term capital commitments and are not reliant on orders for new aircraft from manufacturers as a source of new investments, as many of our competitors do. Over the long term we plan to grow our business and profits while maintaining a conservative and flexible capital structure.

•Selling assets when attractive opportunities arise. We sell assets with the aim of realizing profits and reinvesting proceeds. We also use asset sales for portfolio management purposes, such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft types.

•Maintaining efficient access to capital from a wide set of sources and leveraging our investment grade credit rating. We believe the aircraft investment market is influenced by the business cycle. Our strategy is to increase our purchase activity when prices are low and to emphasize asset sales when prices are high. To implement this approach, we believe it is important to maintain access to a wide variety of financing sources. Since 2018, we have had an investment grade corporate credit rating and maintained strong portfolio and capital structure metrics while achieving critical size through accretive growth. We believe our investment grade rating not only reduces our borrowing costs, but also facilitates more reliable access to both unsecured and secured debt capital throughout the business cycle. There can be no assurance, however, that we will be able to access capital on a cost-effective basis and our failure to do so could have a material adverse effect on our business, financial condition or results of operation.

•Leveraging our strategic relationships. We intend to optimize the benefits provided through our extensive global contacts, as well as relationships maintained by our shareholders, Marubeni and Mizuho Leasing Company, Limited (“Mizuho Leasing” and together with Marubeni, our “Shareholders”), which have enabled greater access to Japanese-based financing sources and helped source and develop our joint venture.

•Capturing the value of our efficient operating platform and strong operating track record. We believe our team’s capabilities in the global aircraft leasing market places us in a favorable position to explore new income-generating activities as capital becomes available for such activities. We intend to continue to focus our efforts on investment opportunities in areas where we believe we have competitive advantages and on transactions that offer attractive risk-adjusted returns.

•Maintaining a balanced and diversified lease portfolio. We have a defined risk appetite articulated through our risk guardrails, which we use to manage portfolio risk and highlight areas where action to mitigate risk may be appropriate. Our risk guardrails set limits on lessee concentration by risk rating, geographic concentrations, aircraft type concentrations, overall portfolio credit quality distribution, and lease maturity distribution. We believe that our balanced and diversified fleet, as well as continued focus on portfolio concentration, has and will enable us to reduce the risks associated with the impact of adverse geopolitical and economic events.

Acquisitions and Sales

We originate acquisitions and sales through well-established relationships with other aircraft lessors, airlines, financial institutions, other aircraft owners, and aircraft manufacturers, as well as other sources. We believe that sourcing such transactions globally through multiple channels provides for a broad and relatively consistent set of opportunities. During the year ended February 2928, ~~2024~~2025, we acquired 3050 aircraft for $1.26 billion and sold 2827 aircraft and other flight equipment for net proceeds of $~~361~~565.89 million. We recognized gains on the sale or disposition of aircraft totaling $~~121~~77.~~6 million, which included $43.~~2 million related to settlement proceeds received in respect of 4 aircraft formerly on lease to Russian airlines – see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Russian Aircraft Insurance Settlements.”

Our objective is to develop and maintain a diverse operating lease portfolio. We review our operating lease portfolio to manage our portfolio diversification and to sell aircraft when we believe selling will achieve better expected risk-adjusted cash flows than reinvesting in and re-leasing the aircraft. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Acquisitions and Sales.”

We have an experienced acquisition and sales team based in the United States, Ireland and Singapore that maintains strong relationships with a wide variety of market participants throughout the world. We believe that our seasoned personnel and extensive industry contacts facilitate our access to acquisition and sales opportunities and that our strong operating track record facilitates our access to debt and equity capital markets.

Potential investments and sales are evaluated by teams comprised of marketing, technical, risk management, finance and legal professionals. These teams consider a variety of aspects before we commit to purchase or sell an aircraft, including price, specification/configuration, age, condition and maintenance history, operating efficiency, lease terms, financial condition and liquidity of the lessee, jurisdiction, industry trends and future redeployment potential and values. We believe that utilizing a cross-functional team of experts to consider investment parameters helps us assess more completely the overall risk-adjusted returns of potential acquisitions and helps us move forward expeditiously on letters of intent and acquisition documentation.

Finance

We operate in a capital-intensive industry and have a demonstrated track record of raising substantial amounts of capital from debt and equity investors. We believe that cash on hand, funds generated from operations, maintenance payments received from lessees, equity offerings, unsecured bond offerings, borrowings secured by our aircraft, draws under our revolving credit facilities and proceeds from any future aircraft sales will be sufficient to satisfy our liquidity and capital resource needs over the next ~~twelve~~12 months. We may choose to repay all or a portion of such borrowings from time to time with the net proceeds from subsequent long-term debt financings, additional equity offerings or cash generated from operations and asset sales. Our ability to execute our business strategy, particularly the acquisition of additional commercial jet aircraft or other aviation assets, depends to a significant degree on our ability to obtain additional debt and equity capital on terms we deem attractive.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Segments

We manage and analyze our business and report on our results of operations based on one operating segment: leasing, financing, selling and managing commercial flight equipment. Our Chief Executive Officer is the chief operating decision maker.

Aircraft Leases

Our aircraft are net leases whereby we retain the benefit and bear the risk of re-leasing and of the residual value of the aircraft at the end of the lease. Leasing can be an attractive alternative to ownership for an airline because leasing increases an airline’s fleet flexibility, requires lower capital commitments, and reduces aircraft residual value risks for the airline.

Typically, the lessee agrees to lease an aircraft for a fixed term, although certain of our leases allow the lessee the option to extend the lease for an additional term or, in rare cases, terminate the lease prior to its expiration. Our leases require the lessee to pay periodic rentals during the lease term. Approximately 99% of our leases have fixed rental rates that are payable monthly in advance in U.S. dollars. For our variable rate leases, rentals are payable on a floating interest-rate basis using the secured overnight financing rate (“SOFR”).

Generally, we receive a cash deposit or letter of credit as security for the lessee’s performance of its obligations under the lease.

Under our leases, the lessee must pay operating expenses payable or accrued during the term of the lease, which normally include maintenance, overhaul, fuel, crew, landing, airport and navigation charges, certain taxes, licenses, consents and approvals, aircraft registration and insurance premiums. Many of our leases also contain provisions requiring us to pay a portion of the cost of modifications to the aircraft performed by the lessee at its expense if such modifications are mandated by recognized airworthiness authorities. The lessees are obliged to remove liens on the aircraft other than liens permitted under the leases.

Typically, the lessee is responsible for performing maintenance on the aircraft and is required to make payments for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft. These maintenance payments are based on hours or cycles of utilization or on calendar time, depending upon the component, and are either made monthly in arrears or at the end of the lease term. Our determination of whether to require such payments to be made monthly or to permit a lessee to make a single maintenance payment at the end of the lease term depends on a variety of factors, including the creditworthiness of the lessee, the amount of security deposit provided by the lessee and market conditions at the time we enter into the lease. If a lessee is making monthly maintenance payments, we would typically be obligated to use funds paid by the lessee during the lease term to reimburse the lessee for costs they incur for heavy maintenance, overhaul or replacement of certain high-value components, usually following completion of the relevant work. If a lessee makes a single end of lease maintenance payment, the lessee would typically be required to pay us for its utilization of the aircraft during the lease. In some cases, however, we may owe a net payment to the lessee in the event heavy maintenance is performed and paid for by the lessee and the aircraft is returned to us in better condition than at lease inception.

Our leases generally provide that the lessees’ payment obligations are absolute and unconditional under any and all circumstances and require lessees to make payments without withholding payment on account of any amounts the lessor may owe the lessee or any claims the lessee may have against the lessor for any reason, except that under certain of the leases a breach of quiet enjoyment by the lessor may permit a lessee to withhold payment. The leases also generally include an obligation of the lessee to gross up payments under the lease where lease payments are subject to withholding and other taxes, although there may be some limitations to the gross up obligation, including provisions which do not require a lessee to gross up payments if the withholdings arise out of our ownership or tax structure. In addition, changes in law may result in the imposition of withholding and other taxes and charges that are not reimbursable by the lessee under the lease or that cannot be reimbursed under applicable law. Our leases also generally require the lessee to indemnify the lessor for tax liabilities relating to the leases and the aircraft, including in most cases, value added tax and stamp duties, but excluding income tax or its equivalent imposed on the lessor.

The scheduled maturities of our aircraft leases by aircraft type grouping currently are as follows, taking into account sales, sale agreements, lease placements and renewal commitments as of April 1916, ~~2024~~2025, by fiscal year:

Aircraft Type	~~2024~~2025	~~2025~~2026	~~2026~~2027	~~2027~~2028	~~2028~~2029	~~2029~~2030	~~2030~~2031	~~2031~~2032	~~2032~~2033	~~2033~~2034	~~2034~~2035	~~2035~~2036	Off-Lease	Sold or Sale Agreement	Total
A319/A320/A321	83	1216	1517	1725	2119	176	311	84	4—	—2	2—	—	—	—14	~~107~~117
A320neo/A321neo	8—	38	—1	1	13	23	38	87	29	95	23	21	—	—	4149
A330-200/300	—3	41	13	4—	—2	—1	13	3—	—	—	—	—	—	—	13
737-700/800	—	7	6	10	3	11	6	—	—	2	—	—	1	1	47
737-700/800/900ER	4	4	9	5	9	7	—	—	2	3	1	—	—	2	46
737-MAX8	—	—	—	—	—	—	1	—	4	1	—	—	—	—	6
737-MAX8/MAX9	—	—	—	—	—	1	1	4	1	—	—	5	—	—	12
777-300ER	—	—	—	3—	—	—	—1	1—	—	—	—	—	—	—	41
E195	—	—4	41	1—	—	—	—	—	—	—	—	—	—	—	5
E2-195	—	—	—	—	—	—	—5	5	51	14	21	1—	—	—	1416
Freighters	—	—	—	—	1—	—3	3—	1	1	—	—	—	—1	—	6
Total	1610	2633	2631	3631	2633	3021	1729	2621	1614	1314	65	36	1	116	~~243~~265

Fiscal Year ~~2024~~2025 Lease Expirations and Lease Placements

As of April 1916, ~~2024~~2025, we have 1 off-lease aircraft and 1610 aircraft with leases expiring in fiscal year ~~2024~~2025, which combined account for 62% of our Net Book Value at February 2928, ~~2024~~2025, still to be placed or sold.

Fiscal Year ~~2025~~2026-~~2028~~2029 Lease Expirations and Lease Placements

Taking into account lease and sale commitments, we currently have the following number of aircraft with lease expirations scheduled inbetween fiscal years ~~2025-2028~~2026 and 2029, representing the percentage of our Net Book Value at February 2928, ~~2024~~2025, specified below:

•~~2025~~2026: 2633 aircraft, representing 910%;

•~~2026~~2027: 2631 aircraft, representing 810%;

•~~2027~~2028: 3631 aircraft, representing 139%; and

•~~2028~~2029: 2633 aircraft, representing 912%.

Lease Management and Remarketing

Our aircraft re-leasing strategy is to develop opportunities proactively, well in advance of scheduled lease expiration. This enables consideration of a broad set of alternatives, including deployment, sale or part-out, and to allow for reconfiguration or maintenance lead times where needed. We also take a proactive approach to monitoring the credit quality of our customers and may seek early return and redeployment of aircraft if we feel that a lessee is unlikely to perform its obligations under a lease. We have invested significant resources in developing and implementing ~~what~~modern, weefficient ~~consider to be state-of-the-art~~ lease management information systems and processes to enable ~~efficient~~effective management of aircraft in our portfolio.

Portfolio Risk Management

Our objective is to build and maintain a lease portfolio that is balanced and diversified and delivers returns commensurate with risk. We have a defined risk appetite to assist in portfolio risk management and highlight areas where action to mitigate risk may be appropriate, and take into account the following:

• individual lessee exposures;

• geographic concentrations;

• aircraft type concentrations;

• portfolio credit quality distribution; and

• lease maturity distribution.

We have a risk management team that undertakes detailed due diligence on lessees when aircraft are acquired with a lease already in place and for placement of aircraft with new lessees following lease expiration or termination. They also monitor the portfolio on an ongoing basis.

Other Aviation Assets and Alternative New Business Approaches

We believe investment opportunities may arise in related areas such as financing secured by commercial jet aircraft as well as jet engine and spare parts leasing, trading and financing. In the future, we may make opportunistic investments in these or other sectors or in other aviation-related assets, and we intend to continue to explore other income-generating activities and investments.

We source and service investments for our joint venture to which we provide marketing, asset management and administrative services. We are paid market-based fees for these services, which are recorded in ~~Other~~other revenue in our ~~Consolidated~~consolidated ~~Statements~~statements of ~~Income (Loss)~~income.

We believe we have a world class servicing platform and may also pursue opportunities to capitalize on these capabilities such as providing aircraft management services for third party aircraft owners.

Competition

The aircraft leasing and trading industry is highly competitive with a significant number of active participants. We face competition for the acquisition, placement and sale of aircraft. Competition for aircraft acquisitions comes from many sources, ranging from large established aircraft leasing companies to smaller players and new entrants.

Competition for leasing, re-leasing and selling aircraft is based upon the availability, type and condition of the aircraft, user base, lease rates, prices, and other lease terms. Aircraft manufacturers, leasing companies, airlines and other operators, distributors, equipment managers, financial institutions and other parties engaged in leasing, managing, marketing or remarketing aircraft compete with us, although their focus may be on different market segments and aircraft types.

Larger lessors are generally more focused on acquiring new aircraft via direct orders with the OEMs and through purchase lease-back transactions with airlines. These larger lessors include AerCap Holdings, SMBC Aviation Capital, Avolon Holdings, Air Lease Corporation, BBAM and BOC Aviation.

Competition for mid-aged and older aircraft comes from other competitors that, in many cases, rely on private equity or hedge fund capital sources. Such competitors include Carlyle Aviation Partners, Castlelake~~, Merx Aviation~~ and other players, including new entrants, funded by alternative investment funds and companies. These companies are typically fund-based, rather than having permanent capital structures, and have benefited from the availability of debt financing for mid-aged aircraft. Some of these companies have also set up permanent capital structures to be able to access the unsecured debt market.

Some of our competitors have greater financial resources and / or a lower cost of capital. A number of them commit to speculative orders of new aircraft to be placed on operating lease upon delivery from the manufacturer, which compete with new and used aircraft offered by other lessors. The aircraft leasing industry is characterized by on-going merger and acquisition activity as well as new entrants as barriers to entry into the industry are relatively low.

We believe that we can compete favorably in aircraft acquisition, leasing and sales activities due to the reputation of our team of experienced professionals, extensive market contacts and expertise in effectively sourcing and acquiring aircraft. We also believe our access to unsecured debt provides us with a competitive advantage in pursuing investments quickly and reliably and in acquiring aircraft in situations where it may be more difficult to finance on a secured, non-recourse basis.

Insurance

We require our lessees to carry general third-party legal liability insurance, all-risk aircraft hull and spares insurance (both with respect to the aircraft and with respect to each engine or part when not installed on our aircraft); ~~and~~ war-risk hull and ~~legal~~spares insurance; and excess war liability insurance. We are named as an additional insured on liability insurance policies carried by our lessees, and we or one of our lenders ~~would~~will ~~typically~~ be designated as a contract party/loss payee in the event of a total loss of the aircraft. We maintain contingent and possessed hull, war, excess war and legal and liability insurance coverage with respect to our aircraft which isprovides ~~intended~~coverage towhen ~~provide~~our ~~coverage~~equipment ~~for~~is ~~certain~~not ~~risks,~~on ~~including~~lease ~~the~~or ~~risk~~where ofa ~~cancellation~~lessee ofparty ~~the~~fails ~~hull~~to orindemnify ~~liability~~us; ~~insurance~~this ~~maintained~~is byintended ~~any~~to ofprovide ~~our~~coverage ~~lessees~~for ~~without~~certain ~~notice~~risks, toincluding uswhere a lessee’s insurance fails, but ~~which~~excluding ~~excludes~~ coverage for other risks such as the risk of insolvency of the primary insurer or reinsurer. Not all losses are covered by insurance and in some cases, the insurers also have maximum limits ~~that~~(aggregate ~~will~~limits) beon ~~payable~~amounts ~~called aggregate limits~~payable.

We maintain insurance policies to cover non-aviation risks related to physical damage to our equipment and property, as well as with respect to third-party liabilities arising through the course of our normal business operations (other than aircraft operations). We also maintain limited business interruption insurance to cover a portion of the costs we would expect to incur in connection with a disruption to our main facilities, and we maintain directors’ and officers’ liability insurance providing coverage for liabilities related to the service of our directors, officers and certain employees. Consistent with industry practice, our insurance policies are generally subject to deductibles or self-retention amounts.

~~The~~Recent ~~Russian~~geopolitical ~~invasion~~events, ofsuch as the ongoing Russia-Ukraine ~~has~~conflict, have led insurers to reassess their coverage and significantly increase premiums. In addition, ~~some~~we ofhave ~~our~~ claims arising from the Russian invasion of Ukraine which remain unsettled and, ~~therefore,~~in respect of which we have had to resort to litigation that wemay ~~expect will~~ take years to fully settle., Weif ~~nevertheless~~at ~~continue~~all. We to believe that the insurance coverage currently carried by our lessees and by Aircastle ~~provides~~is ~~adequate~~consistent ~~protection~~with ~~against~~industry ~~the accident-related and other covered risks involved in the conduct of our business. However, there can be no assurance that we have adequately~~

practice and provides adequate protection against the accident-related and other covered risks involved in the conduct of our business. However, there can be no assurance that we have adequately insured against all risks, that lessees will at all times comply with their obligations to maintain insurance, that our lessees’ insurers and re-insurers will be or will remain solvent and able to satisfy any claims, that any particular claim will ultimately be paid or that we or our lessees will be able to procure adequate insurance coverage at commercially reasonable rates in the future. Furthermore, war risk insurance may be automatically cancelled as a result of certain events outside our control, including in the event of hostilities between the United Kingdom, the United States, France, Russia and China.

~~Environmental,~~Corporate ~~Social and Governance (“ESG”)~~Responsibility

We believe that our commitment to identifying and implementing positive environmental and social related business practices strengthens our Company, and better serves our customers, our communities and the broader environment within which we conduct our business. Board oversight of environmental, social and governance (“ESG”) matters is conducted by the Company’s Risk and Governance Committee. A detailed report with our ESG disclosures in alignment with Global Reporting Initiative guidance can be found on our website at www.aircastle.com. The information on our website regarding our ESG disclosures is not part of, nor incorporated by reference, into this report, or any other report we file with, or furnish to, the SEC.

Our Commitment to Environmental Sustainability

Ambitious targets have been made towards the ultimate goal of curbing the adverse effects of climate change. Since 2021, the International Air Transport Association (“IATA”) has maintained a Fly Net Zero commitment for aviation to achieve net zero carbon by 2050. For ambitious measures to reach implementation, a wide political and administrative consensus will be required. Due to the inherent complexities of jet aircraft, decarbonizing aviation requires more radical new technology as compared to other modes of transportation. Sustainable Aviation Fuel (“SAF”) is an alternative to conventional jet fuel that, on a lifecycle basis, reduces greenhouse gas emissions associated with air travel compared to conventional jet fuel. Hydrogen and electronic propulsion for commercial jet aircraft are longer-term initiatives.

The Company believes the operations of our customers could be affected by the potential impacts of both climate change and sustainability targets and initiatives aimed at curbing its effect, so we are committed to monitoring sustainability developments. The Company’s long-term strategic plan takes these rapidly developing initiatives into consideration when we evaluate the technology behind the aircraft we target for investment. For the year ended February 2928, ~~2024~~2025, 7357% of our incremental net book value acquired were new technology aircraft with higher efficiency and lower emissions.

In addition, ~~in February 2024,~~ the Company ~~announced~~is ~~it had made~~ an investment ~~commitment~~partner toin the United Airlines Ventures’ Sustainable Flight Fund whose objective is scaling up the availability of SAF. SAF provides the most readily available means for airline operators to reduce their carbon emissions while using existing technology,. ~~however~~Many ~~the~~governments have mandated SAF blends for commercial aircraft operators. The high cost and low availability of SAF present challenges for ~~SAF’s~~airlines ~~impactful~~seeking ~~usage~~to meet these mandates.

In making this commitment, the Company joins other corporate partners who represent various parts of the aviation supply chain that have committed over $200 million in capital to invest in a roster of companies developing cutting edge technologies for SAF production.

Our People

As of February 2928, ~~2024~~2025, we had ~~118~~124 employees. None of our employees are covered by a collective bargaining agreement, and we believe that we maintain excellent employee relations.

We believe that our commitment to our employees is critical to our continued success, leading to high employee satisfaction and low employee turnover. To facilitate talent attraction and retention, we strive to have aan ~~diverse,~~ inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities. Each year, we review employee career development and succession planning internally and with our Compensation Committee.

Our Culture & Governance

Our Company was formed in 2004 on the values of integrity, common decency and respect for others. These values continue to this day and are shared by our employees. In addition, these values are embodied in our Code of Business

~~Conduct~~Our ~~and~~Culture ~~Ethics,~~& which has been adopted by the Board of Directors of the Company to serve as a statement of principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business.Governance

Our C.A.S.T.L.E. Values guide our people and our operations: Community – we unify and collaborate to create a better work environment; Accountability – we are reliable, honest and act with integrity; Sustainability – we embrace sustainable initiatives which have local and global impacts; Transparency – we build trust through open, honest and respectful communication; Leadership – we coach, mentor and empower our people to expand their potential; and Equality – we foster inclusivity and respect for all.

These values are embodied in the spirit of our Code of Business Conduct and Ethics, which has been adopted by the Board of Directors of the Company to serve as a statement of principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business.

The Company also maintains independent third-party whistle-blower platforms for anonymous reporting of fraud or ethics violations. Our cybersecurity initiatives provide protection through malware detection, cloud penetration testing, threat hunting and incident responsiveness.

We believe that our commitment to our Company, our employees and the communities in which we operate has led to high employee satisfaction and low employee turnover, as discussed above, and our commitment to our customers and business partners has resulted in high customer satisfaction, as evidenced by long-~~time~~standing relationships with our customers and new/repeat transactions with our business partners.

Government Regulation

The air transportation industry is highly regulated. Aircastle itself is generally not directly subject to most air transportation regulations as we do not operate aircraft. In contrast, our lessees are subject to extensive, direct regulation under the laws of the jurisdictions in which they are registered and where they operate. Such laws govern, among other things, the registration, operation, security, and maintenance of our aircraft, environmental issues and the financial oversight of their operations.

Regulations, such as those limiting CO2 emissions and reducing noise, are changing and developing in the aviation sector, where there is an additional international angle to the regulation. The impact of these items on the airline sector, as well as recent crises, such as the COVID-19 pandemic, the Russian invasion of Ukraine and the conflict in the Middle East, have further complicated matters. Further regulatory changes can be expected in the future.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Annual Report, you should carefully consider the following factors, which could materially adversely affect our business, financial condition, results of operations in future periods or our ability to meet our debt obligations. The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations.

Summary of Risk Factors

Risks Related to Our Lessees

•We are indirectly impacted by the risks facing airlines and their ability to perform their obligations under the relevant lease depends on their financial condition, which may be affected by factors beyond our control, such as currency movements, fuel price volatility, weak economic conditions, and geopolitical instability.

•Lessee defaults, bankruptcies, aircraft repossessions, and lease payment restructurings or rescheduling could have a material adverse impact on our future revenue and cash flows.

•An adverse economic or political event in any region or country in which our lessees or our aircraft are concentrated could have a material adverse effect on our financial results.

•Airlines operating in emerging markets face heightened political and economic risks, which could affect the ability of our lessees to meet their obligations to us.

Risks Related to Our Aviation Assets

•Lease rates and aircraft values are subject to supply-demand dynamics and may decline due to excess capacity or the introduction of new aircraft and engine technology.

•Climate-related regulations and preferences for more fuel-efficient aircraft could reduce demand for older aircraft types.

•The concentration of our portfolio around a specific aircraft or engine type could have a material adverse affect on our business should the aircraft or engine type encounter disruptions, manufacturing and quality control issues, or other difficulties.

•We operate in a highly competitive aircraft leasing market with low barriers to entry, which may make it difficult for us to take advantage of investment opportunities or make investments that are consistent with our investment objectives.

Risks Related to Our Leases

•A lessee may fail to meet its maintenance obligations or other operational requirements applicable under the relevant lease, which may require us to incur unanticipated or significant costs.

•The failure to pay certain operational costs and discharge liens on the aircraft could result in the grounding or arrest of our aircraft and prevent or delay the re-lease, sale or other use of our aircraft.

•Failure to obtain adequate insurance coverage or lessee noncompliance with indemnity provisions may result in us, as lessor, being held liable for losses from the operation of the aircraft.

•Political or regulatory restrictions may impair our ability to export, re-register, or transfer aircraft.

Risks Related to Our Operations

•We operate a global business that may be subject to events outside of our control, such as economic downturns, epidemic or pandemic diseases, terrorist attacks, war or armed hostilities, and natural disasters, which may adversely affect the demand for air travel.

•Foreign laws, rules, and regulations, as well as escalating tariffs, trade tensions, and protectionist measures may adversely affect our business, financial condition and results of operations.

•Our ability to obtain debt financing on satisfactory terms depends on financial market conditions, as well as our credit rating, and any volatility in the capital markets or a credit downgrade may increase our borrowing costs and adversely affect our earnings and cash flow.

•We bear the risk or re-leasing and selling our aircraft and may not fully recover our investment through either future lease cash flows or a sale, which may result in a write down of the value of some of our assets.

•We are subject to cybersecurity threats and data protection regulations, and failure to maintain secure IT systems could disrupt our operations.

Risks Related to Our Organization and Structure

•We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations.

Risks Related to Taxation

•We are subject to complex and evolving tax laws in jurisdictions where we have significant operations, including Ireland, Bermuda, and the U.S., which may have an adverse effect on our results of operations.

•Our business would be adversely affected by the imposition of taxes should we no longer qualify for certain tax exemptions for which we are currently eligible.

•Global initiatives, such as the Organization for Economic Cooperation and Development’s (“OECD”) action plan with respect to base erosion and profit shifting (“BEPS”) may increase our effective tax rate and tax liabilities in future periods.

Risks Related to Our Lessees

Risks affecting the airline industry may materially adversely affect our customers.

We operate as a supplier to airlines and are indirectly impacted by the risks facing airlines. The ability of lessees to perform their obligations under the relevant lease depends on their financial condition, which may be affected by factors beyond our control, including:

•passenger and air cargo demand, fare levels and air cargo rates;

•operating costs, including the price and availability of jet fuel, labor costs and insurance costs and coverages;

•manufacturer production levels and reliability of new aircraft and engine types resulting from production quality issues and technical or other difficulties;

•restrictions in labor contracts and labor difficulties, including pilot shortages;

•availability of financing, including covenants in financings, terms imposed by credit card issuers, collateral posting requirements contained in hedging contracts and the ability of airlines to make or refinance principal payments;

•economic conditions, including economic downturns or recession, financial system distress and currency fluctuations;

•aircraft accidents;

•the continuing availability of government support through subsidies, loans, guarantees, equity investments;

•changing political conditions, including risk of protectionism, travel restrictions, or trade barriers;

•geopolitical events, including war, terrorism, epidemic or pandemic diseases and natural disasters;

•impact of climate change and emissions on demand and supply of air travel;

•cyber risk, including information hacking, viruses, ransomware and malware; and

•governmental regulation of, including noise regulations, emissions regulations, climate change initiatives, and aircraft age limitations.

These factors, and others, may lead to defaults by our customers, may delay or prevent aircraft deliveries or transitions, may result in payment or other lease term restructurings, may increase our costs from repossessions or may reduce our revenues due to downtime or lower re-lease rates.

Adverse currency movements could negatively impact the profitability of our lessees.

Many of our lessees are exposed to currency risk as they earn revenues in local currencies while a significant portion of their liabilities and expenses, including fuel, debt service, and lease payments are denominated in U.S. dollars. If the local currency is devalued, our lessees may not be able to increase revenue sufficiently to offset the impact of exchange rates on these expenses. In addition, the implementation of strict currency controls by local governments may make it difficult for our lessees to access U.S. dollars. Currency depreciation and currency controls could impact the ability of customers to meet their contractual obligations in a timely manner. Shifts in foreign exchange rates can be significant, are difficult to predict, and can occur quickly.

Increases in fuel prices could negatively impact the profitability of our lessees.

Fuel costs represent a major expense to airlines and fluctuate widely. Airlines may not be able to successfully manage their exposure to fuel prices and significant changes could materially affect their operating results. Airlines may not be able to pass on increases in fuel prices to their customers by increasing fares. High fuel prices may also have a general impact on consumer spending and adversely impact demand for air transportation.

Lessee defaults could materially adversely affect our business, financial condition and results of operations.

Investors should expect some lessees to experience payment difficulties, particularly in difficult economic or operating environments. As a result of their financial condition and lack of liquidity, lessees may be significantly in arrears in their rental or maintenance payments. Liquidity issues are more likely to lead to airline failures in the periods of large air traffic declines, financial system distress, volatile fuel prices, and economic slowdown. Given the size of our aircraft portfolio, we expect that from time to time some lessees will be slow or will fail to make their payments in full under their leases.

We may not correctly assess the credit risk of a lessee or that risk could change over time. We may not be able to charge risk-adjusted lease rates, and lessees may not be able to continue to perform their financial and other obligations under our leases in the future. We may experience some level of delinquency under our leases and default levels may increase over time. A lessee may experience periodic difficulties that are not financial in nature, which could impair its performance of maintenance obligations under the leases. These difficulties may include the failure to perform required aircraft maintenance and labor-management disagreements or disputes.

In the event that a lessee defaults under a lease, any security deposit paid or letter of credit provided by the lessee may not be sufficient to cover the lessee’s outstanding or unpaid lease obligations and required maintenance and transition expenses.

Significant costs resulting from lease defaults could have a material adverse effect on our business.

While we have the right to repossess the aircraft and to exercise other remedies upon a lessee default, repossession of an aircraft could lead to significant costs for us. Those costs include legal and other expenses of court or other governmental proceedings, particularly if the lessee is contesting the proceedings, and costs to obtain possession, deregistration of the aircraft and flight and export permissions. Delays resulting from these proceedings would increase the period of time during which the aircraft is not generating revenue. We may incur maintenance, refurbishment or repair costs that a defaulting lessee has failed to undertake or pay and that are necessary to put the aircraft in suitable condition for re-lease or sale. We may be required to pay off liens, claims, taxes and other governmental charges to obtain clear possession and to remarket the aircraft for re-lease or sale. We may also incur maintenance, storage or other costs while we have physical possession of the aircraft.

We may suffer other adverse consequences due to a lessee default and the repossession of the aircraft. Our rights upon a lessee default vary significantly depending upon the jurisdiction and may include the need to obtain a court order for repossession of the aircraft and consents for deregistration or re-export of the aircraft. When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional limitations may apply. Certain jurisdictions give rights to the trustee in bankruptcy or a similar officer to assume or reject the lease or to assign it to a third party, or entitle the lessee or another third party to retain possession of the aircraft without paying lease rentals or without performing all of the obligations under the lease. There can be no assurance that jurisdictions that have adopted the Cape Town Convention will enforce it as written. Certain of our lessees are owned in whole or in part by government-related entities, which could complicate our efforts to repossess the relevant aircraft. Accordingly, we may be delayed in, or prevented from, enforcing our rights under a lease and in re-leasing or selling the affected aircraft.

jurisdictions give rights to the trustee in bankruptcy or a similar officer to assume or reject the lease or to assign it to a third party, or entitle the lessee or another third party to retain possession of the aircraft without paying lease rentals or without performing all of the obligations under the lease. There can be no assurance that jurisdictions that have adopted the Cape Town Convention will enforce it as written. Certain of our lessees are owned in whole or in part by government-related entities, which could complicate our efforts to repossess the relevant aircraft. Accordingly, we may be delayed in, or prevented from, enforcing our rights under a lease and in re-leasing or selling the affected aircraft.

If we repossess an aircraft, we may not necessarily be able to export or deregister and redeploy the aircraft. If a lessee or other operator flies only domestic routes, repossession may be more difficult, especially if the jurisdiction permits the lessee or the other operator to resist deregistration. Significant costs may also be incurred in retrieving or recreating aircraft records required for registration of the aircraft and obtaining a certificate of airworthiness. A default and exercise of remedies involving a lessee where we have significant exposure could have a materially adverse impact on our future revenue and cash flows.

If our lessees encounter financial difficulties and we decide to restructure our leases with those lessees, this could result in less favorable leases and significant reductions in our cash flow.

When a lessee is late in making payments or fails to make payments in full, we may elect to or be required to restructure the lease. Restructuring may involve anything from a simple rescheduling of payments to the termination of a lease without receiving all the past due amounts. If requests for payment restructuring or rescheduling are granted, reduced or deferred rental payments may be payable over all or some part of the remaining term of the lease, and the terms of any revised payment schedules may be unfavorable or such payments may not be made. We may be unable to agree upon acceptable terms for any requested restructurings and as a result may be forced to exercise our remedies under those leases and we may be unable to repossess our aircraft on a timely basis. If we, in the exercise of our remedies, repossess the aircraft, we may not be able to re-lease the aircraft promptly at favorable rates, or at all.

The terms and conditions of payment restructurings or reschedulings, particularly involving lessees where we have significant exposure, may adversely affect our cash flows.

Airline reorganizations could have an adverse effect on our financial results.

As a result of economic conditions, airlines may be forced to reorganize. Bankruptcies and reduced demand may lead to the grounding of significant numbers of aircraft and negotiated reductions in aircraft lease rental rates, with the effect of depressing aircraft market values. Additional grounded aircraft and lower market values would adversely affect our ability to sell certain of our aircraft on favorable terms, or at all, or re-lease other aircraft at favorable rates comparable to the then current market conditions, which collectively would have an adverse effect on our financial results. We may not recover any of our claims or damages against an airline under bankruptcy or insolvency protection.

If our lessees fail to appropriately discharge aircraft liens, we might find it necessary to pay such claims.

In the normal course of business, liens that secure the payment of airport fees and taxes, custom duties, air navigation charges (including charges imposed by Eurocontrol), landing charges, crew wages, repairer’s charges, salvage or other liens, are likely, depending on the jurisdiction, to attach to the aircraft. These liens may secure substantial sums that may, in certain jurisdictions or for certain types of liens (particularly “fleet liens”), exceed the value of the relevant aircraft. Although the financial obligations relating to these liens are the responsibility of our lessees, if they fail to fulfill their obligations, these liens may attach to our aircraft and ultimately become our responsibility. Until these liens are discharged, we may be unable to repossess, re-lease or sell the aircraft or unable to avoid detention or forfeiture of the aircraft.

Our lessees may not comply with their obligations under their respective leases to discharge liens arising during the terms of their leases. If they do not do so, we may find it necessary to pay the claims secured by any liens in order to repossess the aircraft.

Risks associated with the concentration of our lessees in certain geographical regions could harm our business or financial results.

Through our lessees and the countries in which they operate, we are exposed to the specific conditions and associated risks of those particular jurisdictions. An adverse economic or political event in any region or country in which our lessees or our aircraft are concentrated could affect the ability of our lessees to meet their obligations to us or expose us to various legal or political risks associated with the affected jurisdictions, which could have a material adverse effect on our financial results.

expose us to various legal or political risks associated with the affected jurisdictions, which could have a material adverse effect on our financial results.

Many of our lessees operate in emerging markets and we are indirectly subject to the economic and political risks associated with such markets.

Emerging markets may be more vulnerable to economic and political problems, such as significant fluctuations in gross domestic product, interest and currency exchange rates, government instability, nationalization and expropriation of private assets, unfavorable legal systems, change in law regarding recognition of contracts or ownership rights, changes in governments or government policy and the imposition of taxes, tariffs or other charges by governments. The occurrence of these events may adversely affect our ownership interest in an aircraft or the ability of our lessees to meet their lease obligations. For the year ended February 2928, ~~2024~~2025, 4350 of our lessees, which operated ~~111~~126 aircraft and generated 5554% of our lease rental revenue, are domiciled or habitually based in emerging markets.

Risks Related to Our Aviation Assets

The variability of supply and demand for aircraft could depress lease rates for our aircraft.

The aircraft leasing and sales industry has experienced periods of aircraft oversupply. The oversupply of a specific type of aircraft in the market is likely to depress aircraft lease rates for, and the value of, that type of aircraft. The supply and demand for aircraft is affected by various cyclical and non-cyclical factors that are not under our control, including:

•passenger and air cargo demand;

•operating costs, including fuel costs, and general economic conditions affecting our lessees’ operations;

•foreign exchange rates;

•interest rates and the availability of capital to finance certain aircraft types;

•airline restructurings and bankruptcies;

•changes in control of, or restructurings of, other aircraft leasing companies;

~~•manufacturer production levels and technological innovation;~~13

•new-entrant manufacturers, or existing manufacturers producing new aircraft and engine types;

•manufacturer production levels, production quality control issues and technical or other difficulties;

•geopolitical events, including war, prolonged armed conflict and acts of terrorism;

•governmental regulation, tariffs and other restrictions, such as sanctions, on trade or the leasing of aircraft;

•climate change initiatives, technological change, aircraft noise and emissions regulations, aircraft age limits and other factors leading to reduced demand for, early retirement or obsolescence of aircraft models;

•outbreaks of communicable diseases and natural disasters;

•reintroduction into service of aircraft previously grounded or in storage; and

•airport and air traffic control infrastructure constraints.

These and other factors may produce movements in aircraft values and lease rates, which would impact our cost of acquiring aircraft, or which may result in lease defaults or prevent aircraft from being re-leased or sold on favorable terms.

Other factors that could cause a decline in aircraft value and lease rates.

In addition to factors linked to the aviation industry generally, other factors that may affect the value and lease rates of our aircraft include:

•the age of the aircraft;

•the particular maintenance and operating history of the airframe and engines;

•the number of operators using that type of aircraft;

•whether the aircraft is subject to a lease and, if so, whether the lease terms are favorable to the lessor;

•the demand for and availability of such aircraft;

•applicable airworthiness directives or manufacturer’s service bulletins that have not yet been performed;

•grounding orders or other regulatory action that could prevent or limit utilization of our aircraft;

•regulatory and legal requirements that must be satisfied before the aircraft can be purchased, sold or re-leased; and

•compatibility of our aircraft configurations or specifications with those desired by operators and financiers.

Any decrease in the values of and lease rates for commercial aircraft which may result from the above factors or other unanticipated factors may have a material adverse effect on our financial results.

Climate change may have a long-term impact on our business.

There are inherent climate-related risks wherever our business is conducted. Changes in market dynamics, stakeholder and financier expectations, and local, national and international climate change policies, all have the potential to disrupt our business and operations. Various countries, including the United States and countries in the European Union (“E.U.”), have announced sustainability initiatives that, among other things, aim to reduce carbon emissions, explore sustainable aviation fuels and establish sustainability measures and targets. Developing climate and environmental regulations may impact the types of aircraft we target for investment and the demand for certain aircraft and engine types, and could result in a significant increase in our costs and expenses and adversely affect future revenue, cash flows and financial performance. Failure to address climate change could result in greater exposure to economic and other risks and impact our ability to adhere to developing climate goals.

The ~~advent~~introduction of ~~superior~~new technology aircraft ~~technology~~types and higher production levels could cause our existing aircraft portfolio to become outdated and therefore less desirable.

AsNew ~~manufacturers~~aircraft ~~introduce technological innovations and new~~ types ofthat ~~aircraft,~~are ~~including~~introduced ~~the~~to ~~Boeing 787,~~ the ~~Airbus A350~~market, ~~the~~and ~~Airbus~~higher ~~A220~~production ~~and~~levels ~~re-engined~~of ~~models~~new oftechnology ~~the~~aircraft ~~Boeing~~types ~~737,~~that ~~Boeing~~have ~~777,~~already ~~Airbus~~been ~~A320~~launched, ~~Airbus~~may ~~A330~~cause ~~and Embraer E-Jet families of aircraft,~~ certain aircraft in our existing aircraft portfolio ~~may~~to become less desirable to potential lessees or purchasers. ~~This next generation of aircraft generally delivers improved fuel consumption and reduced noise and emissions with lower operating costs compared to prior-technology aircraft.~~ The Boeing 737 MAX and 787 and the Airbus A220, A320neo family, A330neo and A350 are all currently in production. The Boeing 777X is expected to enter service in ~~2025~~2026. The Commercial Aircraft Corporation of China Ltd. has developed aircraft models that will compete with the Airbus A320 family aircraft, the Boeing 737 and the Embraer E-Jet. ~~The~~These ~~introduction~~new oftechnology ~~these~~aircraft ~~new~~types, ~~models~~ and ~~the~~ potential ~~resulting~~variants ~~overcapacity~~of inthese ~~aircraft supply~~types, ~~could~~may ~~adversely~~reduce ~~affect~~ the ~~residual~~desirability ~~values~~of, and ~~the~~have ~~lease~~an ~~rates~~adverse ~~for~~effect ~~our~~on ~~aircraft,~~residual ~~our~~value ~~ability~~and tofuture lease orrates ~~sell~~of, ~~our~~older aircraft ontypes ~~favorable~~and ~~terms, or at all.~~

variants. The development of more fuel-efficient engines could make aircraft in our portfolio with less fuel-efficient engines less attractive to potential lessees.

The effects of emissions and noise regulations and policies may challenge the current growth trajectory of the airline industry. Sustainability regulations and initiatives could increase the operating costs of our customers.

Many governments have imposed limits on aircraft engine emissions, such as NOx, CO and CO2, consistent with current International Civil Aviation Organization (“ICAO”) standards. In February 2024, the Federal Aviation Administration released guidance to reduce carbon pollution emitted by most large airplanes flying in U.S. airspace. The rule requires incorporating improved fuel-efficient technologies for airplanes manufactured after January 1, 2028, and for subsonic jet airplanes and large turboprop and propeller airplanes that are not yet certified.

European countries have relatively strict environmental regulations that can restrict operational flexibility and decrease aircraft productivity. The E.U. has included the aviation sector in its emissions trading scheme (“ETS”), a cap-and-trade system that sets a limit on the amount of carbon dioxide that can be emitted by all industries, including aviation. Although the ETS was initially implemented granting free emissions allowances based on an airline’s emissions history, ~~during~~a 2023, ~~a provision of the European Commission’s “Fit for 55”~~ proposal was adopted by the European Parliament and the European Council, which modifies the ETS system such that ETS free emissions allowances will phase out for the aviation sector by 2026. Although the ETS is likely to increase costs for airlines operating in Europe, it remains to be seen what effect, if any, this will have on our business.

ICAO adopted a global market-based measure to control CO2 emissions from international aviation called the “Carbon Offsetting and Reduction Scheme for International Aviation (“CORSIA”). CORSIA is currently in its first phase (2024-2026) wherein compliance applies only to routes between countries that have each volunteered to participate in the scheme. All airlines that operate routes between two volunteering countries will be subject to the offsetting requirements. ~~The requirement to offset emissions will be divided among airlines in proportion to their total CO2 emissions, which is referred to as the “sectoral” approach to emissions.~~ From 2027 onwards, CORSIA compliance will be mandatory. ~~The Eligible Emissions Units required to offset emissions in accordance with CORSIA will require a~~

13Sustainable Aviation Fuel has been identified by IATA as the primary means by which IATA’s NetZero 2050 goal is to be achieved. Many governments, including the E.U., the United Kingdom, Brazil and Japan, have mandated aviation operators employ benchmarked percentages of SAF “drop in” blend on future commercial flights. A significant increase in SAF production will be required to make these benchmarks attainable, and at present, the cost of SAF is almost three times the cost of fossil jet fuel. Meeting mandated SAF blends could pose a significant operating cost to our customers.

Corresponding Adjustment which is a mechanism to avoid double counting and is granted by the government of the country in which an emissions reduction or removal occurs.

Over time, it is possible that governments will adopt additional regulatory requirements and/or market-based policies to reduce emissions and noise levels from aircraft. Such initiatives may be based on concerns regarding climate change, energy security, public health, local impacts, or other factors, and may impact the global market for certain aircraft and cause behavioral shifts that result in decreased demand for air travel. These concerns could result in limitations on our customers’ operation of our fleet and our ability to lease or re-lease certain older aircraft, particularly aircraft equipped with older technology engines.

Compliance with current or future regulations could cause our lessees to incur higher costs and lead to higher ticket prices, which could mean lower demand for travel and adverse impacts on the financial condition of our lessees. Such compliance may also affect our lessees’ ability to make rental and other lease payments and limit the market for aircraft in our portfolio.

~~Perception~~Corporate ofresponsibility, ~~the~~specifically ~~company’s~~related ~~commitment~~ to ~~certain~~ ESG ~~initiatives~~matters, could expose us to additional risks and costs.

~~Companies~~In ~~are~~recent ~~facing increasing and frequently evolving scrutiny globally from customers~~years, ~~regulators,~~there ~~financiers, employees and other stakeholders related to their ESG practices and disclosure. There~~ has been an increased expectation for industries to balance commercial interests with conscientious ESG performance focused on accountability to stakeholders. In recognition of this trend, organizations are sometimes reviewed by rating agencies using varying sustainability evaluation criteria. In some cases, these reviews result in ESG-specific ratings. Institutions who invest in our unsecured notes or with whom we have secured lending facilities may be required to consider the ESG risk of their lending portfolios and in some cases, this might require them to limit exposure to certain industry segments. Our ability to obtain financing at strategic rates could be impacted by these perceptions and ratings or by any developing key performance indicators which the Company and financiers may develop over time.

More recently, there has been a growing anti-ESG sentiment in the United States, which may conflict with international/E.U. regulatory requirements, resulting in regulatory uncertainty. Our efforts to implement ESG initiatives and the speed of their adoption may be impacted by broader changes in ESG sentiment, policy shifts and divergence of

regulations, policies and practices with respect to these matters. If we are unable to meet ESG-related standards or expectations, whether established by us or third parties, it could result in adverse publicity, reputational harm, and/or loss of investment, which could adversely affect our business, results of operations, financial condition, and liquidity.

The older age of some of our aircraft may expose us to higher maintenance-related expenses.

In general, the costs of operating an aircraft, including maintenance expenditures, increase with the age of the aircraft. Additionally, older aircraft typically are less fuel-efficient than newer aircraft and may be more difficult to re-lease or sell, particularly if, due to increasing production rates by aircraft manufacturers or airline insolvencies, older aircraft are competing with an excess of newer aircraft in the lease or sale market. Expenses like fuel, carbon charges, aging aircraft inspections, maintenance or modification programs and related airworthiness directives could make the operation of older aircraft less economically viable and may result in increased lessee defaults. We may also incur some of these increased maintenance expenses and regulatory costs upon acquisition or re-leasing of our aircraft. Re-leasing larger wide-body aircraft may result in higher reinvestment and maintenance expenditures than re-leasing narrow-body aircraft.

The concentration of aircraft or engine types in our portfolio could lead to adverse effects on our business should any difficulties specific to a particular type of aircraft or engine occur.

Our portfolio is concentrated in certain aircraft and engine types. The supply of commercial aircraft is dominated by Airbus and Boeing and there are a limited number of engine manufacturers. Should any aircraft or engine types or any manufacturers encounter disruptions, including supply chain issues, manufacturing and quality control issues, financial instability or other difficulties, it would cause a decrease in the value of these assets, an inability to lease them on favorable terms or at all, or a potential grounding of these aircraft or engines, which may adversely impact our financial results, to the extent the affected type comprises a significant percentage of our portfolio.

There has been an ongoing impact from Pratt & Whitney geared turbofan engines, with more than 600 PW1100G powered Airbus A320 family aircraft parked. While this may represent the peak, the issue is likely to persist beyond 2025. These delays in Airbus and Boeing aircraft deliveries may also adversely affect our business, results of operations, financial condition, and liquidity.

We operate in a highly competitive market for investment opportunities and for the leasing and sale of aircraft.

WeThe aircraft leasing industry is highly competitive and we compete with other lessors, airlines, aircraft manufacturers, financial institutions, aircraft brokers and other investors with respect to aircraft acquisitions, leasing and sales. ~~The aircraft leasing industry is highly competitive and may be divided into three basic activities: (i) aircraft acquisition; (ii) leasing or re-leasing of aircraft; and (iii) aircraft sales.~~

A number of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. Some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances, lower investment return expectations or different risk or residual value assessments, which could allow them to consider a wider variety of investments, establish more relationships, bid more aggressively on aviation assets available for sale and offer lower lease rates or sales prices than we can. Some of our competitors may provide financial services, maintenance services or other inducements to potential lessees or buyers that we cannot provide. As a result of competitive pressures, we may not be able to take advantage of attractive investment opportunities, and we may not be able to identify and make investments that are consistent with our investment objectives. Additionally, the barriers to entry in the aircraft acquisition and leasing market are comparatively low, and new entrants appear from time to time. We may not be able to compete effectively against present and future competitors in the aircraft acquisition, leasing or sales market.

expectations or different risk or residual value assessments, which could allow them to consider a wider variety of investments, establish more relationships, bid more aggressively on aviation assets available for sale and offer lower lease rates or sales prices than we can. Some of our competitors may provide financial services, maintenance services or other inducements to potential lessees or buyers that we cannot provide. As a result of competitive pressures, we may not be able to take advantage of attractive investment opportunities, and we may not be able to identify and make investments that are consistent with our investment objectives. Additionally, the barriers to entry in the aircraft acquisition and leasing market are comparatively low, and new entrants appear from time to time. We may not be able to compete effectively against present and future competitors in the aircraft acquisition, leasing or sales market.

Risks Related to Our Leases

If lessees are unable to fund their maintenance obligations on our aircraft, we may incur increased costs at the conclusion of the applicable lease.

The standards of maintenance observed by lessees and the condition of the aircraft may affect the future values and rental rates for our aircraft.

Under our leases, the lessee is responsible for maintaining the aircraft and complying with all governmental requirements applicable to the lessee and the aircraft, including, operational, maintenance, and registration requirements and airworthiness directives, although in certain cases we may agree to share certain of these costs. Failure of a lessee to perform required aircraft maintenance or required airworthiness directives could result in a decrease in value of such aircraft, an adverse effect on our ability to lease the aircraft at favorable rates or at all, or a potential grounding of such aircraft, and will likely require us to incur increased maintenance and modification costs upon the expiration or earlier termination of the applicable lease, which could be substantial, to restore such aircraft to an acceptable condition. If any of our aircraft are not subject to a lease, we would be required to bear the entire cost of maintaining that aircraft and performing any required airworthiness directives.

Many of our leases require the lessee to make periodic payments to us during the lease term to provide reserves for major maintenance events. In these leases there is an associated liability for us to reimburse the lessee after such maintenance is performed. Other leases do not provide for any periodic maintenance reserve payments to be made to us. Typically, these lessees are required to make payments at the end of the lease term. However, in the event such lessees default, the value of the aircraft could be negatively affected by the maintenance condition and we may be required to fund the entire cost of performing major maintenance on the relevant aircraft without having received compensating maintenance payments from these lessees.16

and airworthiness directives, although in certain cases we may agree to share certain of these costs. Failure of a lessee to perform required aircraft maintenance or required airworthiness directives could result in a decrease in value of such aircraft, an adverse effect on our ability to lease the aircraft at favorable rates or at all, or a potential grounding of such aircraft, and will likely require us to incur increased maintenance and modification costs upon the expiration or earlier termination of the applicable lease, which could be substantial, to restore such aircraft to an acceptable condition. If any of our aircraft are not subject to a lease, we would be required to bear the entire cost of maintaining that aircraft and performing any required airworthiness directives.

Our leases may require the lessee to make periodic payments to us during the lease term to provide reserves for major maintenance events. In these leases there is an associated liability for us to reimburse the lessee after such maintenance is performed. Other leases do not provide for any periodic maintenance reserve payments to be made to us. Typically, these lessees are required to make payments at the end of the lease term. However, in the event such lessees default, the value of the aircraft could be negatively affected by the maintenance condition and we may be required to fund the entire cost of performing major maintenance on the relevant aircraft without having received compensating maintenance payments from these lessees.

Even if we receive maintenance payments, these payments may not cover the entire expense of the scheduled maintenance they are intended to fund. In addition, maintenance payments typically cover only certain scheduled maintenance requirements and may not cover all required maintenance and all scheduled maintenance. As a result, we may incur unanticipated or significant costs at the conclusion of a lease.

Failure to pay certain potential additional operating costs could result in the grounding or arrest of our aircraft and prevent the re-lease, sale or other use of our aircraft.

As in the case of maintenance costs, we may incur other operational costs upon a lessee default or where the terms of the lease require us to pay a portion of those costs. Such costs include:

•the costs of casualty, liability and political risk insurance and the liability costs or losses when insurance coverage has not been or cannot be obtained as required, or is insufficient in amount or scope;

•the costs of licensing, exporting or importing an aircraft, airport charges, customs duties, air navigation charges, landing fees and similar governmental or quasi-governmental impositions, which can be substantial;

•penalties and costs associated with the failure of lessees to keep aircraft registered under all appropriate local requirements or obtain required governmental licenses, consents and approvals; and

•carbon taxes or other fees, taxes or costs imposed under emissions limitations, climate change regulations or other initiatives.

The failure to pay certain of these costs can result in liens on the aircraft. The failure to register the aircraft can result in a loss of insurance. These matters could result in the grounding or arrest of the aircraft and prevent the re-lease, sale or other use of the aircraft until the problem is cured.

Our lessees may have inadequate insurance coverage or fail to fulfill their respective indemnity obligations, which could result in us not being covered for claims asserted against us.

By virtue of holding title to the aircraft, lessors may be held strictly liable for losses resulting from the operation of aircraft or may be held liable for those losses based on other legal theories. Liability may be placed on an aircraft lessor in certain jurisdictions even under circumstances in which the lessor is not directly controlling the operation of the aircraft.

Lessees are required under our leases to indemnify us for, and insure against, liabilities arising out of the use and operation of the aircraft, including third-party claims for death or injury to persons and damage to property for which we may be deemed liable. Lessees are required to maintain public liability, property damage and hull all risk and hull war risk insurance on the aircraft at agreed upon levels. However, they are not generally required to maintain political risk insurance. Following the September 11, 2001 terrorist attacks and, more recently, the Russian invasion of Ukraine, aviation insurers have reassessed their coverage and significantly increased premiums. Aviation insurers significantly reduced the amount of insurance coverage available to airlines for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events. At the same time, they significantly increased the premiums for such third-party war risk and terrorism liability insurance and coverage in general. As a result, the amount of such third-party war risk and terrorism liability insurance that is commercially available at any time may be below the amount stipulated in our leases.

Our lessees’ insurance (including any available governmental supplemental coverage) and our contingent and possessed insurance may not cover, or be sufficient to cover, all types of claims that may be asserted against us and recovery may also be subject to aggregate limits. Any inadequate insurance coverage or default by lessees in fulfilling their indemnification or insurance obligations will reduce the proceeds that would be received by us upon an event of loss under the respective leases or upon a claim under the relevant liability insurance.

Failure to obtain certain required licenses and approvals could negatively affect our ability to re-lease or sell aircraft.

A number of our lessees must obtain licenses, consents or approvals in order to import or operate the aircraft or comply with the leases. These include consents from governmental or regulatory authorities for certain payments under the leases and for the import, export or deregistration of the aircraft. Subsequent changes in applicable law or administrative practice may increase such requirements and a governmental consent, once given, might be withdrawn. Consents needed in connection with future re-leasing or sale of an aircraft may not be forthcoming. Any of these events could adversely affect our ability to re-lease or sell aircraft.

Risks Related to Our Operations

~~Events~~Escalating ~~outside of our control~~tariffs, ~~including~~trade ~~the threat or realization of epidemic or pandemic diseases~~tensions, ~~terrorist attacks, war or armed hostilities between countries or non-state actors,~~ and ~~natural~~protectionist ~~disasters~~measures may adversely affect ~~the~~our ~~demand for air travel~~business, ~~the~~ financial condition ~~of our lessees~~ and results of ~~the aviation industry more broadly, and may ultimately impact our business~~operations.

Our business relies on the global movement of aircraft across international borders, and our airline customers operate in a highly interconnected global marketplace. The unpredictable nature of tariffs and trade policies and the potential for rapid escalation of tensions creates ongoing uncertainty that may impact our operations. Increasing protectionist sentiments in key markets worldwide, including the U.S., the E.U. and China, may impact where we can source aircraft acquisitions, place and deliver aircraft, and sell or dispose of aircraft and other flight equipment. The implementation of new, or expansion of existing, tariffs and other trade barriers may negatively impact our financial performance and operations, including, but not limited to:

•tariffs on aircraft and related components may increase aircraft acquisition costs or maintenance expenses to us, where such expenses are borne by us, and our lessees;

•retaliatory trade measures may disrupt global supply chains for aircraft and engine manufacturers, potentially delaying aircraft deliveries;

•increased scrutiny of leasing arrangements in certain jurisdictions could complicate or prevent transactions or limit our ability to place aircraft with certain lessees;

•trade restrictions may limit our lessees' ability to operate profitably on certain routes, potentially affecting their financial stability and ability to meet lease payment obligations; and

•escalation of tensions due to tariffs or trade disputes may result in broader geopolitical conflicts affecting regions where we have significant assets deployed.

Given the current volatility and complexity of trade policies, it is difficult to predict exactly how, and to what extent, such policies may impact our business, our lessees and aircraft and engine manufacturers. However, unfavorable government trade restrictions, including tariffs and regulatory controls on imports and exports, may adversely affect our business, financial condition, and results of operations.

Events outside of our control, including economic downturns, the threat or realization of epidemic or pandemic diseases, terrorist attacks, war or armed hostilities between countries or non-state actors, and natural disasters may adversely affect the demand for air travel, the financial condition of our lessees and of the aviation industry more broadly, and may ultimately impact our business.

Air travel can be disrupted, sometimes severely, by the occurrence of unexpected events outside of our and our lessees’ control. The occurrence of any such event, or multiple such events, could cause our lessees to experience decreased passenger demand, to incur higher costs and to generate lower revenues, which could adversely affect their ability to make lease payments to us. This in turn may lead to lease restructurings and repossessions and could result in reductions to our lease revenues and cash flows, and cause us to record impairment charges to the extent we cannot recover our investment in our aircraft assets.

Passenger demand for air travel has been most recently impacted by the COVID-19 pandemic and, in the past, by other epidemic diseases such as severe acute respiratory syndrome, bird flu, swine flu, the Zika virus, and Ebola. These events have resulted, and similar events in the future may result, in a prolonged period of depressed air traffic levels, which may lead to weaker demand for certain aircraft types as well as airline customer defaults, bankruptcies or reorganizations. At the onset of the COVID-19 pandemic in early 2020, air travel dropped to approximately 20% of pre-pandemic levels, according to IATA, and did not return to historical levels until 2023. To the extent our lessees do not have substantial liquidity to sustain such periods, and if our customers are unable to obtain sufficient funds from private, government or other sources, we may need to provide lease concessions to customers in the form of deferrals or broader lease restructurings. These types of concessions in the future may negatively impact our business, financial condition, 18

16Passenger demand for air travel has been most recently impacted by the COVID-19 pandemic and, in the past, by other epidemic diseases such as severe acute respiratory syndrome, bird flu, swine flu, the Zika virus, and Ebola. These events have resulted, and similar events in the future may result, in a prolonged period of depressed air traffic levels, which may lead to weaker demand for certain aircraft types as well as airline customer defaults, bankruptcies or reorganizations. At the onset of the COVID-19 pandemic in early 2020, air travel dropped to approximately 20% of pre-pandemic levels, according to IATA, and did not return to historical levels until 2023. To the extent our lessees do not have substantial liquidity to sustain such periods, and if our customers are unable to obtain sufficient funds from private, government or other sources, we may need to provide lease concessions to customers in the form of deferrals or broader lease restructurings. These types of concessions in the future may negatively impact our business, financial condition, cash flows and results of operations. Future epidemic diseases and other diseases, or the fear of such events could provoke responses that negatively affect passenger air travel.

~~cash~~The ~~flows~~airline industry has also been disrupted by terrorist attacks, war or armed hostilities between countries or non-state actors, including the fear of such events. These events may lead to decreased passenger demand and ~~results~~revenue due to safety concerns, the inconvenience of ~~operations~~additional security measures, the higher price of jet fuel, increased financing costs, and difficulty in raising funds on favorable terms, or at all. In ~~Future~~addition, ~~epidemic~~these ~~diseases~~events may lead to higher costs of aircraft insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other ~~diseases~~similar perils, and affect the extent to which such insurance has been or will continue to be available. They may also lead to higher insurance costs due to the ~~fear~~increased security measures and potential special charges, such as those related to the impairment of aircraft and other long-lived assets stemming from the above conditions. More recently, the conflicts in Russia, Ukraine and the Middle East have and may continue to have adverse effects on macroeconomic conditions, including fuel prices, the availability and cost of insurance, security conditions, currency exchange rates and financial markets. Airspace closures have and may require certain of our airline customers to continue re-routing flights to avoid such ~~events~~airspace which has resulted in increased flight times and fuel costs. Prolonged periods of conflict could ~~provoke~~result ~~responses~~in ~~that~~new ~~negatively~~or ~~affect~~additional ~~passenger~~sanctions, embargoes, further escalation or regional instability, and geopolitical shifts. Such geopolitical instability and uncertainty could have a negative impact on our ability to lease aircraft, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions, including closures of air ~~travel~~space, and could materially adversely affect our business, financial condition, and results of operations.

The airline industry has also been disrupted by terrorist attacks, war or armed hostilities between countries or non-state actors, including the fear of such events. These events may lead to decreased passenger demand and revenue due to safety concerns, the inconvenience of additional security measures, the higher price of jet fuel, increased financing costs, and difficulty in raising funds on favorable terms, or at all. In addition, these events may lead to higher costs of aircraft insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, and affect the extent to which such insurance has been or will continue to be available. They may also lead to higher insurance costs due to the increased security measures and potential special charges, such as those related to the impairment of aircraft and other long-lived assets stemming from the above conditions. More recently, the Russian invasion of Ukraine and the conflict in the Middle East have and may continue to have adverse effects on macroeconomic conditions, including fuel prices, the availability and cost of insurance, security conditions, currency exchange rates and financial markets. Ongoing airspace closures require certain of our airline customers to re-route flights to avoid such airspace which has resulted in increased flight times and fuel costs. Prolonged periods of conflict could result in new or additional sanctions, embargoes, further escalation or regional instability, and geopolitical shifts. Such geopolitical instability and uncertainty could have a negative impact on our ability to lease aircraft, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could materially adversely affect our business, financial condition, and results of operations.

Demand for air travel or the inability of airlines to operate to or from certain regions due to the occurrence of natural disasters or other natural phenomena, such as severe weather conditions, floods, earthquakes or volcanic eruptions, could have an adverse effect on our lessees’ ability to satisfy their lease payment obligations to us.

Volatile financial market conditions may adversely impact our liquidity, our access to capital and our cost of capital and may adversely impact the airline industry and the financial condition of our lessees.

We may, from time to time, seek to opportunistically refinance, amend, re-price and/or otherwise replace any of our debt, obtain additional debt financing or enter into other financing arrangements, reduce or extend our debt, lower our interest payments or the cost of capital available to us under certain types of financing arrangements, or otherwise seek to improve our financial position or the terms of our debt or other financing agreements. These actions may include open market debt repurchases, negotiated repurchases, or other repayments, redemptions or retirements of our debt or other financing arrangements.

The amount of debt that may be borrowed or issued, refinanced, and/or repurchased, repaid, redeemed or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with our debt covenants and other considerations. The availability and pricing of debt financing remains susceptible to global events, including economic downturns, political changes, rising interest rates, currency fluctuations, and the rate of international economic growth. If we need, but cannot obtain, adequate capital on satisfactory terms, or at all, as a result of negative conditions in the capital markets or otherwise, our business, financial condition and results of operations could be materially adversely affected.

We bear the risk of re-leasing and selling our aircraft.

We bear the risk of re-leasing or selling our aircraft in order to generate cash flows. Only a portion of an aircraft’s value is covered by contractual cash flows from leases, so we are exposed to the risk that the residual value will not be sufficient to permit us to fully recover our investment and that we may have to record impairment charges. In certain cases, we commit to purchase aircraft that are not subject to lease and therefore are subject to lease placement risk.

Other factors that may affect our ability to fully realize our investment in our aircraft and that may increase the likelihood of impairment charges include credit deterioration of a lessee, higher fuel prices which may reduce demand for older, less fuel-efficient aircraft, additional environmental regulations, age restrictions, customer preferences and other factors that may effectively shorten the useful life of older aircraft.

17We own and lease long-lived assets. If market conditions worsen, or in the event of a customer default, we may be required to write down the value of some of our assets.

We ~~own~~perform a recoverability assessment of all aircraft and ~~lease~~other ~~long-lived~~flight ~~assets~~equipment on a quarterly and ~~have~~annual ~~written~~basis. We ~~down~~perform customer or aircraft specific recoverability tests whenever events or changes in circumstances, or indicators, suggest that the carrying amount or net book value of ~~some~~an ofasset ~~our~~may ~~assets~~not be recoverable. IfFor ~~market~~assets ~~conditions~~with ~~worsen~~indicators of impairment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceed its net book value. The undiscounted cash flows consist of cash flows from currently contracted lease rentals and maintenance payments, future projected lease rates and maintenance payments, transition costs, estimated down time, and estimated residual or inscrap values for an aircraft. In the event ofthat aan ~~customer~~aircraft ~~default~~does not meet the recoverability test, wethe ~~may~~aircraft will be ~~required~~adjusted to ~~record~~fair ~~further~~value, ~~write-downs~~resulting in an impairment charge.

WeOur ~~perform~~assumptions anare ~~annual~~based ~~recoverability~~on ~~assessment~~current ofand ~~all~~future ~~aircraft~~expectations inof ~~our~~the ~~fleet,~~global ondemand anfor a particular aircraft~~-by-aircraft~~ ~~basis. A~~type ~~recoverability~~and ~~assessment~~historical isexperience ~~also~~in ~~performed~~the ~~whenever~~aircraft ~~events~~leasing ormarket ~~changes~~and inaviation ~~circumstances~~industry, oras ~~indicators,~~well ~~suggest~~as ~~that~~information ~~the~~received ~~carrying~~from ~~amount~~third-party orindustry ~~net~~sources. The ~~book~~factors ~~value~~considered ofin anestimating ~~asset~~the ~~may~~undiscounted ~~not~~net becash ~~recoverable. Indicators~~flows ~~may~~are ~~include,~~impacted ~~but~~by ~~are~~changes ~~not~~in ~~limited~~future periods due to, achanges ~~significant~~in projected lease ~~restructuring~~rental orand ~~early~~maintenance ~~lease~~payments, ~~termination~~residual values, aeconomic ~~significant~~conditions, ~~change~~technology, inairline demand for a particular aircraft ~~model’s~~type ~~storage~~and ~~levels~~other factors, such as the ~~introduction~~location of ~~newer~~the ~~technology~~ aircraft orand ~~engines,~~accessibility anto ~~aircraft~~records ~~type~~and ~~that~~technical isdocumentation. If noour ~~longer~~estimates inor ~~production~~assumptions orchange, ~~significant~~we ~~airworthiness~~may ~~directive~~revise ~~that~~our iscash ~~issued~~flow assumptions and record future impairment charges.

When we perform a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the aircraft exceeds its net book value. We develop the assumptions used in the recoverability analysis based on current and future expectations of the global demand for a particular aircraft type and historical experience in the aircraft leasing market and aviation industry, as well as information received from third-party industry sources. The factors considered in estimating the undiscounted net cash flows are impacted by changes in future periods due to changes in projected lease rental and maintenance payments, residual values, economic conditions, technology, airline demand for a particular aircraft type and other factors, such as the location of the aircraft and accessibility to records and technical documentation. If our estimates or assumptions change, we may revise our cash flow assumptions and record future impairment charges.

We have focused and will continue to focus on aircraft with near-term lease expirations, customers that have entered judicial insolvency proceedings and any additional customers that may become subject to similar-type proceedings, and certain other customers and aircraft variants that are more susceptible to the impact of value deterioration.

Departure of key officers could harm our business and financial results.

Our senior management’s reputations and relationships with lessees, sellers, buyers and financiers of aircraft are a critical element of our business. We encounter intense competition for qualified employees from other companies in the aircraft leasing industry, and we believe there are only a limited number of available qualified executives in our industry. The Company seeks to retain a pipeline of senior management personnel with superior talent to provide continuity of succession, including for the Chief Executive Officer position and other senior positions. Our Board of Directors is involved in succession planning, including review of short- and long-term succession plans for senior positions. Our future success depends, to a significant extent, upon the continued service of our senior management personnel, including the Chief Executive Officer, and if we lose one or more of these individuals, our business could be adversely affected.

We are subject to risks related to our indebtedness that may limit our operational flexibility and our ability to compete with our competitors.

As of February 2928, ~~2024~~2025, our total indebtedness was $45.70 billion, representing 6966% of our total capitalization. Aircastle Limited is either the principal or co-obligor or has guaranteed most of this indebtedness, and we are responsible for timely payment when due and compliance with covenants under the related debt documentation. We may be unable to generate sufficient cash to pay, when due, the principal of, interest on or other amounts due with respect to our indebtedness, and our substantial amount of indebtedness may increase our vulnerability to adverse economic and industry conditions, reduce our flexibility in planning for or reaction to changes in the business environment or in our business or industry, and adversely affect our cash flow and our ability to operate our business and compete with our competitors. Our indebtedness subjects us to certain risks, including:

•1910% of our Net Book Value serves as collateral for our secured indebtedness, and the terms of certain of our indebtedness require us to use proceeds from sales of certain aircraft, in part, to repay amounts outstanding under such indebtedness;

•our failure to comply with the terms of our indebtedness, including restrictive covenants, may result in additional interest being due or defaults that could result in the acceleration of the principal, and unpaid interest on, the defaulted debt, as well as the forfeiture of any aircraft pledged as collateral; and

•non-compliance with covenants prohibiting certain investments and other restricted payments, raise additional capital or refinance our existing debt, may reduce our operational flexibility and limit our ability to refinance.

1820

Our ability to obtain debt financing and our cost of debt financing is, in part, dependent upon our credit ratings and a credit downgrade or being put on negative watch could adversely impact our financial results.

Maintaining our credit ratings depends on our financial results and on other factors, including the outlook of the ratings agencies on our sector and on the market generally. A credit rating downgrade or being put on negative watch may make it more difficult or costly for us to raise debt financing in the unsecured bond market, or may result in higher pricing or less favorable terms under other financings. Credit rating downgrades or being put on negative watch, may make it more difficult and/or more costly to satisfy our funding requirements. Any future tightening or regulation of financial institutions could impact our ability to raise funds in the commercial bank loan market in the future.

An increase in our borrowing costs may adversely affect our earnings.

We primarily finance our business through the issuance of ~~Senior~~senior ~~Notes~~notes. As our ~~Senior~~senior ~~Notes~~notes mature, we may be required to repay them by issuing new ~~Senior~~senior ~~Notes~~notes, which could result in higher borrowing costs, or repay them by using cash on hand or cash from the sale of our assets.

The provisions of our long-term financings require us to comply with financial and other covenants. Our compliance with these ratios, tests and covenants depends upon, among other things, the timely receipt of lease payments from our lessees and upon our overall financial performance.

•Senior Notes. Our senior note indentures impose operating and financial restrictions on our activities. These restrictions limit our ability to, or in certain cases prohibit us from ~~guaranteeing additional indebtedness,~~ incurring liens and include a cross-default to certain other financings of the Company.

•Term Financings. Our secured term ~~financings~~financing ~~contain~~contains, among other customary provisions, a minimum net worth covenant of $1.1 billion, a 2.0:1.0 minimum interest coverage ratio, a ~~2.0:1.0 minimum fixed coverage ratio, a~~ 75% maximum loan-to-value ratio, ~~a 2.0:1.0 EBITDA to cash interest ratio~~ and a cross-default to certain other financings of the Company.

•Unsecured Revolving Credit Facilities. Our unsecured revolving credit facilities~~/loan~~ contain $~~750 million to $~~1.1 billion minimum net worth covenants, minimum unencumbered asset ratios, minimum fixed coverage ratios and cross-defaults to certain other financings of the Company.

The terms of our financings also restrict our ability to incur or guarantee additional indebtedness or engage in mergers, amalgamations or consolidations among our subsidiary companies or between a subsidiary company and a third party or otherwise dispose of all or substantially all of our assets.

We are subject to various risks and requirements associated with foreign laws, rules and regulations.

The international nature of our business exposes us to trade and economic sanctions and other restrictions imposed by the U.S. and other governments. The U.S. Departments of Justice, Commerce and Treasury, as well as other agencies and authorities have a broad range of civil and criminal penalties, they may seek to impose against companies for violations of export controls, the Foreign Corrupt Practices Act (“FCPA”), and other federal statutes, sanctions and regulations, including those established by the Office of Foreign Assets Control (“OFAC”). Increasingly, similar or more restrictive foreign laws, rules and regulations, including the U.K. Bribery Act (“UKBA”), and European laws and regulations may also apply to us. By virtue of these laws and regulations, we may be obliged to limit our business activities, we may incur costs for compliance programs and we may be subject to enforcement actions or penalties for noncompliance. In recent years, U.S. and foreign governments have increased their oversight and enforcement activities with respect to these laws, and we expect the relevant agencies to continue to increase these activities.

We have compliance policies and training programs in place for our employees with respect to FCPA, OFAC Regulations, UKBA and similar laws, but there can be no assurance that our employees, consultants or agents will not engage in conduct for which we may be held responsible. Violations of FCPA, OFAC Regulations, UKBA and other laws, sanctions or regulations may result in severe criminal or civil penalties, and we may be subject to other liabilities.

The General Data Protection Regulation (“GDPR”) requires us to protect certain personal data of E.U. citizens. While we have implemented processes and controls to comply with GDPR requirements, the manner in which the E.U. will interpret and enforce certain provisions remains unclear and we could incur significant fines of up to 4% of worldwide revenue, individual damages and reputational risks if the E.U. determines that our controls and processes are ineffective and we have failed to adequately comply with the requirements.

1921

We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration.

We are dependent upon information technology systems to manage, process, store and transmit information associated with our operations, which may include proprietary business information and personally identifiable information of our customers, suppliers and employees. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including malware, ransomware, security breaches, cyber-attacks, cybersecurity incidents, employee error and defects in design. There may also be an elevated risk of cyber-attacks and cybersecurity incidents by ~~Russia~~certain orcountries ~~other~~based ~~countries~~on geopolitical tensions and events. Damage, disruption, or failure of information technology systems may result in interruptions to our operations or may require a significant investment to fix or replace them or may result in significant damage to our reputation. Although various measures have been implemented to manage our risks related to the information technology systems and network disruptions, our resources and technical sophistication may not be adequate to prevent all types of cyber-attacks and cybersecurity incidents that could lead to the payment of fraudulent claims, loss of sensitive information, including our own proprietary information or that of our customers, suppliers and employees, and could harm our reputation and result in lost revenues and additional costs and potential liabilities.

Risks Related to Our Organization and Structure

We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations.

WeAircastle ~~are~~Limited is a holding company with no material direct operations. Our principal assets are the equity interests we directly or indirectly hold in our operating subsidiaries. As a result, we are dependent on loans, dividends, distributions and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations, including our debt service obligations. Although there are currently no material legal restrictions on our operating subsidiaries’ ability to distribute assets to us, legal restrictions, including governmental regulations and contractual obligations, or future debt agreements entered into by us or our subsidiaries, could restrict, prohibit or impair our operating subsidiaries’ ability to pay dividends or make loan or other distributions to us. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions.

Risks Related to Taxation

If Aircastle were treated as engaged in a trade or business in the United States, it would be subject to U.S. federal income taxation on a net income basis, which would adversely affect our business.

If, contrary to expectations, Aircastle were treated as engaged in a trade or business in the United States, the portion of its net income, if any, that was “effectively connected” with such trade or business would be subject to U.S. federal income taxation at a maximum rate of 35% for taxable years ending on or prior to December 31, 2017 and 21% for taxable years beginning after December 31, 2017 (such rate, the “Federal Rate”). In addition, Aircastle would be subject to the U.S. federal branch profits tax on its effectively connected earnings and profits at a rate of 30%. The imposition of such taxes would adversely affect our business.

The U.S. Corporate Alternative Minimum Tax (“AMT”) proposals may impact our effective tax rate in future periods.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act (the “IRA”). The IRA includes a provision which imposes a 15% minimum tax on adjusted financial statement income (“AFSI”) for corporations. For a corporation that is a member of a foreign-parented multi-national group, the AMT applies where (i) the three-year average annual AFSI from all members of the foreign-parented multi-national group exceeds $1 billion, and (ii) the three-year average annual AFSI from the group’s U.S. corporation(s) is $100 million or more. There is currently limited guidance on the application and calculation of any AMT. This uncertainty will be addressed through regulations promulgated by the U.S. Treasury and guidance issued by the Internal Revenue Service. These changes are not expected to have a material impact on our financial position; however, we will continue to evaluate the impact as further information becomes available.

2022

If there is not sufficient trading in shares of our ultimate parent company, or if 50% of such shares are held by certain 5% shareholders, we could lose our eligibility for an exemption from U.S. federal income taxation on rental income from our aircraft used in “international traffic” and could be subject to U.S. federal income taxation, which would adversely affect our business.

We expect that we are currently eligible for an exemption under Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”), which provides an exemption from U.S. federal income taxation with respect to rental income derived from aircraft used in international traffic by certain foreign corporations. No assurances can be given that we will continue to be eligible for this exemption. To qualify for this exemption in respect of rental income, the lessor of the aircraft must be organized in a country that grants a comparable exemption to U.S. lessors (Bermuda and Ireland each do), and certain other requirements must be satisfied. We can satisfy these requirements in any year if, for more than half the days of such year, our shares are primarily and regularly traded on a recognized exchange and certain shareholders, each of whom owns 5% or more of our shares (applying certain attribution rules), do not collectively own more than 50% of our shares. Following the Merger, these stock ownership requirements are currently tested at the Marubeni and Mizuho Leasing levels such that Aircastle and its subsidiaries can continue to qualify for the Section 883 exemption if the stock of Marubeni is considered to be primarily and regularly traded on a recognized stock exchange and non-qualifying 5% or greater shareholders are not considered to collectively own more than 50% of Marubeni’s shares, as described above. If Marubeni’s shares cease to satisfy these requirements, then we may no longer be eligible for the Section 883 exemption with respect to rental income earned by aircraft used in international traffic. If we were not eligible for the exemption under Section 883 of the Code, we expect that the U.S. source rental income of Aircastle Bermuda generally would be subject to U.S. federal taxation, on a gross income basis, at a rate of not in excess of 4% as provided in Section 887 of the Code. If, contrary to expectations, Aircastle Bermuda did not comply with certain administrative guidelines of the Internal Revenue Service, such that 90% or more of Aircastle Bermuda’s U.S. source rental income were attributable to the activities of personnel based in the United States, Aircastle Bermuda’s U.S. source rental income would be treated as income effectively connected with the conduct of a trade or business in the United States. In such case, Aircastle Bermuda’s U.S. source rental income would be subject to U.S. federal income taxation on its net income at the Federal Rate as well as state and local taxation. In addition, Aircastle Bermuda would be subject to the U.S. federal branch profits tax on its effectively connected earnings and profits at a rate of 30%. The imposition of such taxes would adversely affect our business.

We are subject to risks related to the Bermuda Economic Substance Act 2018.

Pursuant to the Economic Substance Act 2018 (as amended) of Bermuda (the “ESA”) that came into force in January 2019, a ~~registered~~resident entity, other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda, ~~(“non-resident entity”)~~ that carries on as a business in any one or more of the “relevant activities” referred to in the ESA must comply with economic substance requirements. The ESA may require in-scope Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain adequate physical presence in Bermuda or perform core income-generating activities in Bermuda. The list of “relevant activities” includes, among other things, carrying on any one or more of: insurance, financing and leasing (which excludes operating leases), headquarters, intellectual property and holding entities.

Entities subject to the economic substance requirements are required to evidence their compliance and file an economic substance declaration with the Registrar of Companies in Bermuda on an annual basis.

Any entity that must satisfy economic substance requirements but fails to do so could face financial penalties, a restriction of its business activities, automatic reporting by the Bermuda authorities to the competent authorities in the E.U. or other jurisdiction of the entity’s beneficial owners, on an entity’s non-compliance or being struck-off as a registered entity in Bermuda. If any one of the foregoing were to occur it may adversely affect the business operations of the Company or its Bermuda subsidiaries.

The Company and its Bermuda subsidiaries believe they have complied with the ESA requirements and have filed, and will continue to file, annual economic substance declarations with the Registrar of Companies in Bermuda as required. The Registrar of Companies in Bermuda ultimately assesses compliance with the ESA requirements.

2123

We expect to become subject to a Corporate Income Tax Regime in Bermuda.

The Company previously received an assurance from the Bermuda Minister of Finance that it would be exempted from local income, withholding and capital gains taxes until March 2035. In December 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax Act (“CIT Act”) which imposes a 15% corporate income tax effective for tax years beginning on or after January 1, 2025, ~~and~~which isoverrides ~~expected to supersede~~ the Minister of Finance’s assurance from such date onwards. The Company ~~expects~~will to be subject to Bermuda corporate income tax with respect to its fiscal year beginning March 1, 2025 and subsequent years as a Bermuda constituent entity of a multi-national group. A multi-national group is defined for these purposes as a group with entities in more than one jurisdiction with consolidated revenues of at least €750 million for two out of the four previous fiscal years. If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15% of the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities).

We may become subject to an increased rate of Irish taxation which would adversely affect our business.

Previously, Irish Revenue had issued certain confirmations regarding the application of the 12.5% tax rate to activities, such as leasing and financing, undertaken by Irish lessors. Irish Revenue has advised that these confirmations no longer apply, effective as of January 1, 2024. Instead, certain aspects of the Irish leasing regime have been codified into law in Finance Act (No.2) 2023 and Irish Revenue released ~~new~~ guidance in January 2024 regarding the tax treatment of leasing companies. The combination of the revised law and guidance could impose a higher threshold on our Irish lessors and financing companies when demonstrating they have sufficient activity to avail themselves of the 12.5% tax rate on their leasing and financing activity. The changes, along with any associated restructuring that may be required, could increase our Irish effective tax rate.

Our Irish subsidiaries and affiliates are expected to be subject to corporation tax on their income from leasing, managing, and servicing aircraft ~~and our financing activities~~ at the 12.5% tax rate applicable to trading income. This expectation is based on certain assumptions, including that we will maintain at least the current level of our business operations in Ireland. The tax treatment of financing activity within the group, however, is much less certain. If we are not successful in achieving trading status in Ireland, the non-trading income activities of our Irish subsidiaries and affiliates would be subject to tax at the rate of 25% and capital gains would be taxed at the rate of 33%. Furthermore, certain expenses in non-trading companies may also be non-deductible for tax purposes, increasing the effective tax rate further.

The Finance Act (No.2) 2023 also introduced ~~new~~ outbound payment rules which ~~will~~ apply to certain interest and royalty payments and, distributions made on or after April 1, 2024. ~~The~~For ~~new~~arrangements ~~rules~~in place on or before October 19, 2023, the provisions will only apply to payments or distributions made on or after January 1, 2025. The rules apply withholding tax, or disapply existing domestic withholding tax exemptions, to certain outbound payments. These new measures only apply to payments or distributions made by a company to an ‘“associated entity’”. (eTwo entities will be associated if there is more than a 50% relationship in terms of share capital or ownership.g Two entities will also be associated in cases where one entity has definite influence in the management of the other entity, or where the two entities are both associated entities of another entity. Transactions with unrelated third parties should not be affected by the provisions. In addition, to be in scope of the rules, the interest or royalty payment must also be made by a ~~related~~company ~~party)~~to ~~which~~an “associated entity” that is ~~located~~resident ~~either~~in a “specified territory”. A “specified territory” is defined as (i) a territory that is on Annex I of the E.U. list of non-cooperative jurisdictions or (ii) a zero-tax territory. ~~Transactions~~A ~~with~~specified ~~unrelated~~territory ~~third~~cannot ~~parties~~be ~~should~~another ~~not~~E.U./European beEconomic ~~affected~~Area country. A “zero-tax territory” means a territory that, other than in respect of an entity whose income, profits or gains are treated by ~~the~~that ~~provisions.~~territory, or would be so treated but for an insufficiency of income, profits or gains, as arising or accruing to another entity (a) generally subjects entities to tax at a rate of zero per cent on income, profits and gains, or (b) does not generally subject entities, whether on a remittance basis or otherwise, to a tax on income, profits and gains.

Aircraft lease rentals are outside the scope of these rules (as they are not considered to be a royalty). There are a number of exemptions available with respect to interest payments, including where the payment is an “excluded payment.” An excluded payment is a payment where an amount of income, profits or gains arising from the payment is subject to a supplemental tax such as a tax under controlled foreign corporation rules or Pillar Two or such income, profits or gains are subject to foreign tax at a rate greater than zero or a domestic tax. The provision also does not apply where the associated lender makes a corresponding payment to another person within ~~twelve~~12 months of the end of the tax period in which the payment is made to the lender and that payment would have been an excluded payment if it had been made directly to that other person and the payments were made for bona fide commercial purposes. There are also a number of exemptions available with respect to distributions, including where the payment is an “excluded payment” or the distribution is made out of income, profits or gains which have been chargeable directly or indirectly to Irish income tax, corporation tax or capital gains tax. The outbound payment rules may therefore apply to certain payments which may increase the effective tax rate in Ireland.

Ireland also enacted the E.U. Minimum Tax Directive into domestic legislation with effect from January 1, 2024. The implementation of these rules mean that the group must be taxed at a minimum effective tax rate of 15%. In Ireland, the Directive has been implemented by means of a new top-up tax to achieve the effective rate of 15%. Further guidance on the operation of Pillar Two is expected to be released during 2024. Any further guidance or Directives issued by the OECD or the E.U. could alter the operation of this tax. Our Irish subsidiaries may incur additional top-up tax charges in future periods to ensure that the Irish companies are taxed at a minimum effective tax rate of 15%.24

the distribution is made out of income, profits or gains which have been chargeable directly or indirectly to Irish income tax, corporation tax or capital gains tax. The outbound payment rules may therefore apply to certain payments which may increase the effective tax rate in Ireland.

Ireland has implemented Pillar Two and we may incur additional top-up tax charges in future periods to ensure that the Irish companies are taxed at a minimum effective tax rate of 15%.

We may become subject to income or other taxes in the non-U.S. jurisdictions in which our aircraft operate, where our lessees are located or where we perform certain services which would adversely affect our business.

Certain Aircastle entities are expected to be subject to the income tax laws of Bermuda, Ireland and the United States. In addition, we may be subject to income or other taxes in other jurisdictions by reason of our activities and operations, where our aircraft operate or where the lessees of our aircraft (or others in possession of our aircraft) are located. Although we have adopted operating procedures to reduce the exposure to such taxation, we may be subject to such taxes in the future and such taxes may be substantial. In addition, if we do not follow separate operating guidelines relating to managing a portion of our aircraft portfolio through offices in Ireland and Singapore, income from aircraft not owned in such jurisdictions would be subject to local tax. Changes in tax law could impose withholding taxes on lease payments during the term of a lease. Our leases typically require our lessees to indemnify us in respect of taxes, however, a lessee may fail to make such indemnification payment. The imposition of such taxes could adversely affect our business.

located. Although we have adopted operating procedures to reduce the exposure to such taxation, we may be subject to such taxes in the future and such taxes may be substantial. In addition, if we do not follow separate operating guidelines relating to managing a portion of our aircraft portfolio through offices in Ireland and Singapore, income from aircraft not owned in such jurisdictions would be subject to local tax. Changes in tax law could impose withholding taxes on lease payments during the term of a lease. Our leases typically require our lessees to indemnify us in respect of taxes, but some leases may not require such indemnification, or a lessee may fail to make such indemnification payment. The imposition of such taxes could adversely affect our business.

The introduction of Base Erosion and Profit Shifting by the Organization for Economic Cooperation and Development may impact our effective tax rate in future periods.

The Organization for Economic Cooperation and Development (the “OECD”) has introduced an action plan with respect to base erosion and profit shifting (“BEPS”). The plan targets, among other things, tax avoidance measures such as hybrid instruments, excessive interest deductions, treaty shopping, and permanent establishment avoidance.

As part of its BEPS actions, the OECD published the “Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting” (“MLI”). The MLI seeks to incorporate agreed tax treaty-related measures combating tax avoidance into bilateral existing tax treaties without the need to negotiate new treaties. The MLI may apply to double tax treaties entered into by other countries in which we have operations (in some cases with effect from as early as January 2019).

The MLI entered into force for Ireland in May 2019, and became effective for withholding tax on January 1, 2020. The MLI changed Ireland's treaties by including a principal purpose test (“PPT”), which will disallow treaty benefits where it is reasonable to conclude that the main purpose or one of the main purposes of a transaction or arrangement is to obtain directly or indirectly the benefits of the treaty. Given the subjectivity of the PPT, there is a risk that each counterparty jurisdiction will interpret it differently, which creates uncertainty in its application to leasing and other arrangements. Until such time as countries develop guidance on how the test will be applied, it will be difficult to determine its effect on us.

Ireland did not adopt the MLI’s “dependent agent” permanent establishment threshold. Some countries could seek a bilateral re-negotiation on the point to change the dependent agent provisions in their tax treaty with Ireland. Any such change could take some time to be agreed and subsequently ratified before it could come into effect.

Further changes to tax law will be required in order to fully implement the BEPS action plans. Currently, it is difficult to determine what further BEPS actions the governments of lessee jurisdictions will implement. Depending on the nature of the BEPS action plans adopted, it may result in an increase in our effective tax rate and cash taxes liabilities in future periods.

It is expected that Pillar Two will increase the effective tax rate of the group.

On January 29, 2019, the OECD announced an initiative to create an international consensus on new rules (referred to as “BEPS 2.0”) for the framework governing international taxation, which was supported by the publication of the Pillar One and Pillar Two Blueprint Reports (the “Blueprints”) on October 12, 2020. The stated aim is to move beyond the arm’s length principle and the scope of current taxing rights are limited to businesses with a physical presence in a country. The new rules, if adopted, would readjust the balance of taxing rights and multinational companies (“MNC”)

profit allocation between jurisdictions where MNC assets are owned and the markets where users and consumers are based.

On October 8, 2021, Ireland and Bermuda, approved a statement, known as the OECD BEPS Inclusive Framework (the “IF”), providing a framework for BEPS 2.0, which builds upon the Blueprints. The IF and revised Pillar Two Blueprint include a global minimum effective tax rate of 15% for groups with annual consolidated revenue in excess of €750 million, subject to certain exclusions. On December 12, 2022, the E.U. council unanimously agreed to allow E.U. countries until December 31, 2023 to adopt the Pillar 2 rules into domestic legislation. Further guidance is expected from the OECD and the E.U. as to how certain aspects of the Pillar Two rules will operate mechanically, and as such it is difficult to determine the degree to which these changes may result in an increase in our effective tax rate and cash tax liabilities in future periods.

Ireland has enacted the E.U. Minimum Tax Directive into domestic legislation with effect from January 1, 2024. The legislation is largely in line with the E.U. Minimum Tax Directive and OECD Guidance. The implementation of these rules mean that the group must be taxed at a minimum effective tax rate of 15% as calculated under the Pillar 2 Global Anti-Base Erosion rules. Ireland will continue to apply the 12.5% corporation tax rate to companies with consolidated global turnover below this threshold. In Ireland, the E.U. Minimum Tax Directive has been implemented by means of a new top-up tax to achieve the effective rate of 15%. Any further guidance or directives issued by the OECD or the E.U. could alter the operation of this tax and could have an adverse impact on the group’s effective tax rate and cash tax liabilities in future periods.

The E.U. Anti-tax Avoidance proposals may impact our effective rate of tax in future periods.

The Council of the E.U. has implemented the E.U. Anti-Tax Avoidance Directives (“E.U. ATAD”) and the amending Directive (“E.U. ATAD 2”). These Directives seek to oblige all E.U. member states to introduce a number of anti-tax avoidance measures.

Most of the measures were implemented with effect from January 2019, though certain measures may behave been deferred to 2024. The E.U. ATAD contemplates the introduction of a restriction on the deductibility of interest, measures in respect of certain hybrid transactions and instruments, an exit charge, a switch overrule, controlled foreign company rules as well as a general anti-avoidance rule.

The impact of the other measures in respect of certain hybrid transactions and instruments, an exit charge, a switch over rule, controlled foreign company rules as well as a general anti-avoidance rule will depend on the exact scope of these measures. The impact on the Company’s tax position (if any), will depend on the implementation of these measures in Ireland and other E.U. jurisdictions where we have operations.

The Irish Finance Bill published on October 21, 2021 included draft legislation to enact the interest limitation measures prescribed by the E.U. ATAD. The implementation date for the new law was January 1, 2022. Based on the final legislation in Finance Act 2021 signed into law on December 21, 2021, the interest limitation rule will apply to limit the deductibility of a company’s exceeding borrowing costs (i.e., its interest (and equivalent) borrowing costs as reduced by its interest (and equivalent) income) to 30% of tax adjusted EBITDA. Importantly for companies carrying on a leasing trade, a portion of their operating lease income and expense will be treated as equivalent to interest for the purposes of the test. The legislation was finalized on December 21, 2021 and Irish Revenue released guidance on the application of these rules on August 4, 2022, and updated guidance in February 2023. We currently do not expect these interest limitation rules to have a material impact on our financial position.

23On December 22, 2021, the European Commission issued a proposal for a Council Directive laying down rules to prevent the misuse of shell entities for tax purposes within the E.U. (“E.U. ATAD 3”) and has since issued a number of draft amendments. On January 17, 2023, the European Parliament approved the report on the Unshell Proposal Directive. While E.U. ATAD 3 was initially expected to be adopted and published into E.U. member states’ national laws by June 30, 2023, and become effective as of January 1, 2024, there is considerable uncertainty surrounding the development of the proposal and its implementation. The proposal is subject to a consultation procedure and, in its final form, will require the unanimous approval of the E.U. Council before it is adopted. Until the proposal receives approval and a final Directive is published, it is not possible to provide definitive guidance on the impact of the proposals for us. However, at a minimum, the proposal could result in additional reporting and disclosure obligations for us.

trade, a portion of their operating lease income and expense will be treated as equivalent to interest for the purposes of the test. The legislation was finalized on December 21, 2021 and Irish Revenue released guidance on the application of these rules on August 4, 2022, and updated guidance in February 2023. We currently do not expect these interest limitation rules to have a material impact on our financial position.26

On ~~December~~May 2211, ~~2021~~2022, the European Commission issued a proposal for a Council Directive laying down rules toproviding ~~prevent~~for ~~the~~a ~~misuse~~debt-equity ofbias ~~shell~~reduction ~~entities~~allowance ~~for tax purposes~~ within the E.U. (“~~E.U. ATAD 3~~DEBRA”). ~~and~~DEBRA ~~has~~is ~~since~~intended ~~issued~~to provide a ~~number~~notional ofinterest ~~draft~~deduction ~~amendments. On~~in ~~January~~respect ~~17,~~of ~~2023,~~equity ~~the~~invested ~~European~~in ~~Parliament~~a ~~approved~~company, ~~the~~with ~~report on~~ the ~~Unshell~~interest ~~Proposal~~calculated ~~Directive.~~based ~~While~~on ~~E.U.~~the ~~ATAD~~10-year 3risk-free ~~was~~rate ~~initially~~for ~~expected~~the torelevant becurrency, ~~adopted~~with ~~and~~the ~~published~~maximum ~~into~~deduction ~~E.U.~~available ~~member~~limited ~~states’~~to ~~national laws by June~~ 30,% ~~2023, and become effective as~~ of ~~January~~earnings 1before interest, ~~2024~~tax, ~~there~~depreciation ~~is considerable uncertainty surrounding the development of the proposal~~ and ~~its implementation~~amortization. ~~Based~~ onAt athe ~~tentative timeline, we understand that~~ E.U. ~~Member~~Economic ~~States~~and ~~will~~Financial ~~have~~Affairs ~~until~~Council meeting on December 316, ~~2024~~2022, toit ~~transpose~~was ~~this~~agreed ~~Directive~~that ~~into~~the ~~national~~examination ~~legislation,~~of ~~with~~ the ~~provisions~~DEBRA ~~applying from January 1, 2025. The~~ proposal isshould ~~subject~~be tosuspended auntil ~~consultation~~other ~~procedure~~proposals ~~and,~~ in ~~its final form, will require~~ the ~~unanimous~~area ~~approval~~ of ~~the~~corporate ~~E.U.~~income ~~Council~~tax ~~before~~have itbeen isput ~~adopted~~forward. ~~Until the proposal receives approval and a final Directive is published~~Therefore, it is not ~~possible~~clear toif ~~provide~~DEBRA ~~definitive~~will ~~guidance~~be onenacted ~~the~~into ~~impact~~legislation ~~of the proposals for us. However~~but, atif ait ~~minimum~~is, ~~the~~DEBRA ~~proposal~~ could result in additional reporting and disclosure obligations ~~for us~~.

On ~~May~~December 1110, ~~2022,~~2024 the ~~European~~E.U. ~~Commission~~Council ~~issued~~adopted athe proposal ~~for~~on athe ~~Council~~Faster ~~Directive~~and ~~laying~~Safer ~~down~~Tax ~~rules~~Relief ~~providing~~of ~~for~~Excess aWithholding ~~debt-equity~~Taxes ~~bias reduction allowance within the E.U.~~ (“~~DEBRA~~FASTER”) Directive. ~~DEBRA~~The isFASTER ~~intended~~Directive applies to ~~provide~~dividends afrom ~~notional~~publicly ~~interest~~traded ~~deduction~~shares inand, ~~respect~~where ofapplicable, ~~equity~~interest ~~invested~~from inpublicly atraded ~~company,~~bonds ~~with~~paid ~~the~~to ~~interest~~registered ~~calculated~~owners ~~based~~who onare ~~the~~resident ~~10-year risk-free rate~~ for ~~the~~tax ~~relevant~~purposes ~~currency,~~outside ~~with~~a ~~the~~given ~~maximum~~E.U. ~~deduction~~Member ~~available~~State. ~~limited~~The toFASTER ~~30%~~Directive ofis ~~earnings~~expected ~~before~~to ~~interest,~~be ~~tax,~~published ~~depreciation~~in ~~and amortization. At~~ the E.U. ~~Economic~~Official ~~and~~Journal ~~Financial~~in ~~Affairs~~2025, ~~Council~~and ~~meeting~~Member onStates ~~December~~will 6,be ~~2022,~~required itto ~~was~~transpose ~~agreed that~~ the ~~examination~~Directive ofinto ~~the~~national ~~DEBRA~~law ~~proposal~~by ~~should~~December be31, ~~suspended~~2028, ~~until~~with ~~other~~the ~~proposals~~rules inbecoming ~~the~~applicable ~~area~~as of ~~corporate~~January ~~income~~1, ~~tax~~2030. ~~have~~Until ~~been~~final ~~put~~Irish ~~forward. Therefore~~implementing legislation is published, it is not ~~clear~~possible ifto ~~DEBRA~~provide ~~will~~definitive beguidance ~~enacted~~on ~~into~~the ~~legislation but~~impact, if ~~it is~~any, ~~DEBRA~~of ~~could~~the ~~result~~FASTER ~~in additional reporting and disclosure obligations~~Directive.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Our cybersecurity program includes the assessment, identification and management of material risks from cybersecurity threats (as defined in Item 106(a) of Regulation S-K). To identify and assess material risks from cybersecurity threats, our annual enterprise risk management assessment considers risks from cybersecurity threats alongside other risks as part of our overall risk assessment process. In addition, we engage with consultants, internal and external auditors and other third parties to gather certain insights designed to identify and assess material risks from cybersecurity threats, their severity and potential mitigations. We also employ a range of tools and services, depending on the environment, including network and endpoint monitoring, malware detection, vulnerability assessments, cloud penetration testing, threat hunting and incident responsiveness, as well as tabletop exercises, to inform our cybersecurity risk identification and assessment. As part of our cybersecurity program, we maintain an incident response plan that includes processes to assess the severity of, escalate, contain, investigate and remediate cybersecurity incidents. We also have risk management processes to oversee and help identify risks from cybersecurity threats associated with our use of third-party service providers.

Our Board of Directors has delegated oversight of our cybersecurity program, which includes oversight of cybersecurity threats, to the Risk and Governance Committee. Throughout the year, at each quarterly Risk and Governance Committee meeting, or as needed, the committee is updated on IT security by senior management, including industry IT breaches, cybersecurity incidents and employee cybersecurity training. Our ~~Head~~SVP, ofIT ~~Information~~Operations ~~Technology~~& Security, is a Certified Information Systems Security Professional who has provided technology-related infrastructure and application management services for over 25 years and is responsible for day-to-day assessment and management of our information systems and cybersecurity program. Our ~~Head~~SVP, ofIT ~~Information~~Operations ~~Technology~~and Security, reports directly to our Chief Financial Officer.

To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and, we believe, are not reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. For additional description of risks from cybersecurity threats and potential related impacts on the Company, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including “We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration.”

ITEM 2. PROPERTIES

We lease office space in Stamford, Connecticut, Dublin, Ireland and Singapore. The lease for our current office in Stamford, Connecticut expires in August 2028. The lease for our Dublin office expires in September 2042 and the lease on our Singapore office expires in July 2025. None of these leases are individually material to the Company’s consolidated financial statements.

We believe our current facilities are adequate for our current needs and that suitable additional space will be available as and when needed.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material legal or adverse regulatory proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Information about our Executive Officers

Executive officers are elected by our Board of Directors, and their terms of office continue until the next annual meeting of the board or until their successors are elected and have been duly qualified. There are no family relationships among our executive officers. Information pertaining to our executive officers who held office as of April 1916, ~~2024~~2025 is set forth below:

Michael Inglese, 6364, became our Chief Executive Officer and a member of our Board in June 2017, having served as our Acting Chief Executive Officer from January 2017. He was previously our Chief Financial Officer from April 2007. Prior to joining the Company, Mr. Inglese served as an Executive Vice President and Chief Financial Officer of PanAmSat Holding Corporation, where he served as Chief Financial Officer from June 2000 until the closing of PanAmSat’s sale to Intelsat in July 2006. Mr. Inglese joined PanAmSat in May 1998 as Vice President, Finance after serving as Chief Financial Officer for DIRECTV Japan, Inc. He is a Chartered Financial Analyst who holds a BS in Mechanical Engineering from Rutgers University ~~College~~School of Engineering and his MBA from Rutgers Graduate School of Business Management.

Douglas C. Winter, 6061, became our Chief Commercial Officer in April 2019. Prior to joining Aircastle, Mr. Winter was Vice Chairman of Amedeo, a leading aircraft asset manager, from July 2018 to March 2019, as well as Chief Executive Officer and member of the Board of Managers at Voyager Aviation (“Voyager”) from October 2017 to March 2019. Prior to this, he served as President and Chief Commercial Officer at Voyager from September 2015 to September 2017. Mr. Winter joined Voyager in June 2015 as Chief Commercial Officer. Previously, Mr. Winter was an advisor to GE Capital Aviation Services and Chief Executive Officer of Octagon Aviation from June 2013 to May 2015 and, before this, he served as Head of Global Sales at AWAS in Dublin, Ireland from December 2010 to May 2013. Mr. Winter has over 35 years of experience in commercial aviation, having started his career with McDonnell Douglas in 1985, and he holds a BS in Business from Indiana University.

~~Christopher~~Roy ~~L. Beers~~Chandran, 5961, isbecame our Chief ~~Legal~~Financial Officer &in ~~Secretary~~September ~~and~~2022. From ~~became~~March 2020, Mr. Chandran was our ~~General~~Chief ~~Counsel~~Strategy inOfficer ~~November~~having ~~2014.~~previously ~~Prior~~served toas ~~joining~~our ~~the~~Executive ~~Company~~Vice President, ~~Mr.~~Corporate ~~Beers~~Finance ~~held~~and ~~senior~~Strategy ~~positions~~from atJune GE2017 ~~Capital~~to ~~since~~March ~~2000,~~2020. He ~~including~~previously ~~Senior~~served as Executive Vice President ~~and~~of ~~Associate~~Capital ~~General~~Markets ~~Counsel~~from atMay ~~GECAS~~2008. ~~from~~Prior ~~2009~~ to ~~2014~~joining the Company, ~~and~~Mr. ~~Senior~~Chandran ~~Vice~~was ~~President~~a ~~and~~Director ~~General~~at ~~Counsel~~Citi ofin GEthe ~~Transportation~~Global ~~Finance~~Structured ~~from~~Solutions ~~2006~~Group, tohaving ~~2009~~originally joined Salomon Brothers in 1997. ~~Previously~~Before 1997, Mr. ~~Beers~~Chandran ~~was~~spent aeight ~~Senior~~years ~~Associate~~in atHong ~~the~~Kong ~~law~~focusing ~~firm~~on oftax-based ~~Milbank~~cross ~~Tweed~~border ~~Hadley~~leasing ~~and~~of ~~McCloy~~transportation equipment for clients in ~~New~~the ~~York~~Asia ~~City~~Pacific region. Mr. ~~Beers~~Chandran holds a BS in ~~Economics~~Chemical Engineering from ~~Arizona~~the ~~State~~Royal ~~University~~Melbourne Institute of Technology, Australia and aobtained JDhis MBA from ~~Pace~~the ~~Law~~International ~~School~~Institute of Management Development (“IMD”), Switzerland.

~~Roy~~Sarah ~~Chandran~~Clarkin, 6052, became our Chief ~~Financial~~Legal Officer and Secretary in ~~September~~March ~~2022~~2025. From March ~~2020~~2023, MrMs. ~~Chandran~~Clarkin was our ~~Chief~~Associate ~~Strategy~~General ~~Officer having previously served as our Executive Vice President, Corporate Finance and Strategy from June 2017 to March 2020~~Counsel. HeShe previously served as Executive Vice President of Capital Markets from May 2008. Prior to joining the Company, Mr. Chandran was a Director at Citi in the Global Structured Solutions Group, having originally joined ~~Salomon~~Aircastle ~~Brothers~~ in ~~1997. Before~~2006 ~~1997,~~and ~~Mr.~~held ~~Chandran~~various ~~spent~~senior ~~eight~~positions ~~years~~within ~~in Hong Kong focusing on tax-based cross border leasing of transportation equipment for clients in~~ the ~~Asia~~Legal Pacific region. Mr. Chandran holds a BS in Chemical Engineering from the Royal Melbourne Institute of Technology, Australia and obtained his MBA from the International Institute of Management Development (“IMD”), Switzerland.

Paul O’Callaghan, 51, became our Chief Operations Officer in March 2023 and is responsible for portfolio operations, asset management and technical functions. From 2014, Mr. O’Callaghan was our Executive Vice President, Portfolio Management. Mr. O’Callaghan joined Aircastle in 2005 as Vice President of Technical. Prior to this, Mr. O’Callaghan held a number of technical and commercial roles at airlines both in Ireland and the U.S. Mr. O’Callaghan holds a BE in Electronic Engineering from University College Dublin.28

~~Dane Silverman, 37, became our Chief Accounting Officer in July 2021~~Department. ~~He was previously our Vice President, Controller from September 2018.~~ Prior to joining Aircastle, MrMs. ~~Silverman~~Clarkin ~~held~~was ~~Controller~~an ~~and~~associate ~~Assistant~~with ~~Controller~~McCann ~~roles~~FitzGerald ~~at Voyager Aviation from May 2016~~LLP. ~~Prior~~Ms. toClarkin ~~this,~~holds ~~he was~~ a ~~Senior~~Diploma ~~Manager~~of inLegal ~~KPMG~~Studies ~~LLP’s~~from ~~audit~~the ~~practice. He~~Dublin ~~received~~Institute aof BSTechnology inand ~~Accounting~~a BA from ~~Marist~~University College ~~and is a CPA~~Dublin.

26Paul O’Callaghan, 52, became our Chief Operations Officer in March 2023 and is responsible for portfolio operations, asset management and technical functions. From 2014, Mr. O’Callaghan was our Executive Vice President, Portfolio Management. Mr. O’Callaghan joined Aircastle in 2005 as Vice President of Technical. Prior to this, Mr. O’Callaghan held a number of technical and commercial roles at airlines both in Ireland and the U.S. Mr. O’Callaghan holds a BE in Electronic Engineering from University College Dublin.

Dane Silverman, 38, became our Chief Accounting Officer in July 2021. He was previously our Vice President, Controller from September 2018. Prior to joining Aircastle, Mr. Silverman held Controller and Assistant Controller roles at Voyager Aviation from May 2016. Prior to this, he was a Senior Manager in KPMG LLP’s audit practice. He received a BS in Accounting from Marist University and is a CPA.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Not applicable.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. You should read the following discussion in conjunction with our historical consolidated financial statements and the notes thereto appearing elsewhere in this Annual Report. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those described under Item 1A. — “Risk Factors” and elsewhere in this Annual Report. Please see “Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995” for a discussion of the uncertainties, risks and assumptions associated with these statements. Our consolidated financial statements are prepared in accordance with U.S. GAAP and, unless otherwise indicated, the other financial information contained in this Annual Report has also been prepared in accordance with U.S. GAAP. Unless otherwise indicated, all references to “dollars” and “$” in this Annual Report are to, and all monetary amounts in this Annual Report are presented in, U.S. dollars.

OVERVIEW

Aircastle acquires, leases, and sells commercial jet aircraft to airlines throughout the world. We are a leading secondary market investor that sources aircraft through various acquisition channels that primarily include other aircraft lessors, airlines through purchase-leaseback transactions, financial institutions and other aircraft owners, and aircraft manufacturers. We have significant experience in successfully managing aircraft throughout their life cycle, including lease and technical management, aircraft redeliveries, transitions, and sales or disposals. We sell aircraft and engine assets, either with a lease attached or on a part-out basis, with the aim of generating profits and reinvesting proceeds. Our aircraft are managed by an experienced team based in the United States, Ireland and Singapore.

As of February 2928, ~~2024~~2025, we owned and managed on behalf of our joint venture ~~252~~273 aircraft leased to 7577 lessees located in 4347 countries. The Net Book Value of our ~~flight~~fleet ~~equipment~~ was $7.29 billion as of February 2928, ~~2024~~2025, up 9% from $67.62 billion as of February 2829, ~~2023~~2024. The weighted average age of our fleet was 9.31 years and the weighted average remaining lease term was 5.4 years. The weighted average utilization rate of our fleet was 9899% for the year ended February 29 28, ~~2024, which improved to 99% during the second half of 2023~~2025.

~~Our revenues, net income and Adjusted EBITDA were $855.4 million, $83.3 million, and $759.5 million for the year ended February~~ 29, 2024, respectively, and $796.0 million, $62.8 million and $732.3 million for the year ended February 28, 2023, respectively. The Company’s financial performance reflects the continued expansion of global air traffic and strong demand for our aircraft through lease extension requests, primarily due to OEM production issues and delivery delays, as well as the improved financial health of our airline customers. Our financial results are also partly driven by end-of-lease maintenance payments, strong gains on sales and cash settlement proceeds received in respect of 4 aircraft formerly on lease to Russian airlines.

Our revenues, net income and Adjusted EBITDA were $821.0 million, $123.6 million, and $789.9 million for the year ended February 28, 2025, respectively, and $855.4 million, $83.3 million and $759.5 million for the year ended February 29, 2024, respectively. The Company’s financial performance reflects the strong global passenger demand for air travel and the robust demand for our aircraft due to ongoing OEM delivery delays and supply chain constraints. The increased demand for our aircraft through lease extension requests and strong gains on sales contributed positively to our financial results, which are also partly driven by cash settlement proceeds received in respect of our contingent and possessed insurance policies for aircraft formerly on lease to Russian airlines.

Acquisitions and Sales

During the year ended February 2928, ~~2024~~2025, we acquired 3050 aircraft for $1.26 billion. As of February 2928, ~~2024~~2025, we had commitments to acquire 1720 aircraft for $~~525~~771.17 million, with delivery ~~between~~through March ~~2024 and June 2026~~2027, which include estimated amounts for pre-delivery deposits, contractual price escalations and other adjustments. As of April 1916, ~~2024~~2025, we have acquired 59 additional aircraft and have commitments to acquire 1226 aircraft for $~~393~~1.34 ~~million~~billion.

During the year ended February 28, 2025, we sold 27 aircraft and other flight equipment for net proceeds of $565.9 million. We recognized gains on the sale or disposition of aircraft totaling $77.2 million. As of April 16, 2025, we have sold 12 additional aircraft.

During the year ended February 29, 2024, we sold 28 aircraft and other flight equipment for net proceeds of $361.8 million. We recognized gains on the sale or disposition of aircraft totaling $121.6 million, which included $43.2 million related to settlement proceeds received in respect of 4 aircraft formerly on lease to Russian airlines – see “Russian Aircraft Insurance Settlements” below. As of April 19, 2024, we have sold 1 additional aircraft.

Russian Aircraft Insurance Settlements

The Company leased 9 aircraft to Russian airlines that were unrecoverable following Russia’s invasion of Ukraine in February 2022. The Company filed claims against the reinsurers of the Russian airlines’ insurance and the Company’s contingent and possessed insurance policies (“C&P Policies”) seeking indemnity.

The receipt of the ~~insurance~~ settlement proceeds serve to mitigate, in part, the Company’s losses under its aviation insurance policies. ~~The~~We ~~Company~~remain ~~reserves~~in ~~all~~settlement ~~rights~~discussions with some of the remaining insurers under ~~its~~our C&P Policies. ~~The~~However, the collection, timing and amount of any future recoveries, including those related to insurance litigation, remain uncertain. Accordingly, at this time, the Company can give no assurance as to when or what amounts it may ultimately collect with respect to these matters.

Finance

We operate in a capital-intensive industry and have a demonstrated track record of raising substantial amounts of capital from debt and equity investors. Since our inception in late 2004, we raised $2.36 billion in equity capital from private and public investors, including $~~200~~500.0 million received in aggregate during the ~~year~~years ended February 28, 2025 and February 29, 2024, in respect of the Subscription Agreement entered into with our Shareholders – see Note 9 in the Notes to Consolidated Financial Statements. We also obtained $2123.41 billion in debt capital from a variety of sources, including the unsecured bond market, commercial banks, export credit agency-backed debt, ~~commercial bank debt,~~ the aircraft securitization markets and ~~the~~JOLCO ~~unsecured bond market~~financings. The diversity and global nature of our financing sources demonstrates our ability to adapt to changing market conditions and seize new growth opportunities.

We intend to fund new investments through cash on hand, funds generated from operations, maintenance payments received from lessees, equity offerings, unsecured bond offerings, borrowings secured by our aircraft, draws under on our revolving credit facilities and proceeds from any future aircraft sales. We may repay all or a portion of such borrowings from time to time with the net proceeds from subsequent long-term debt financings, additional equity offerings or cash generated from operations and asset sales. Therefore, our ability to execute our business strategy, particularly the acquisition of additional commercial jet aircraft or other aviation assets, depends to a significant degree on our ability to obtain additional debt and equity capital on terms we deem attractive.

See “Liquidity and Capital Resources” below.

2830

AIRCASTLE AIRCRAFT INFORMATION ~~(dollars in millions)~~

The following table sets forth certain information with respect to our owned aircraft and aircraft managed by us on behalf of our joint venture as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024:

Owned Aircraft	As ofFebruary 29, 2024			As ofFebruary 28, 2023
	As of February 28/29
Net Book Value of Flight Equipment	$	7,223		$	6,635
	2025			2024
Net Book Value of Unencumbered Flight Equipment	$	5,839		$	5,469
Owned Aircraft	(Dollars in millions)
Number of Aircraft	243			239
Net Book Value of Flight Equipment	$	7,902		$	7,223
Number of Unencumbered Aircraft	205			209
Net Book Value of Unencumbered Flight Equipment	$	7,127		$	5,839
Number of Lessees	74			73
Number of Aircraft	265			243
Number of Countries	43			44
Number of Unencumbered Aircraft	244			205
Weighted Average Age (years)(1)	9.3			9.7
Number of Lessees	76			74
Weighted Average Remaining Lease Term (years)(1)	5.4			5.3
Number of Countries	47			43
Weighted Average Fleet Utilization during the Fourth Quarter(2)	99.2		%	94.6		%
Weighted Average Age (years)(1)	9.1			9.3
Weighted Average Fleet Utilization for the Year Ended(2)	98.3		%	94.8		%
Weighted Average Remaining Lease Term (years)(1)	5.4			5.4
Portfolio Yield for the Fourth Quarter(3)	9.2		%	9.3		%
Weighted Average Fleet Utilization during the Fourth Quarter(2)	99.3		%	99.2		%
Portfolio Yield for the Year Ended(3)	9.2		%	9.4		%
Weighted Average Fleet Utilization for the Year Ended(2)	99.2		%	98.3		%
Portfolio Yield for the Fourth Quarter(3)	9.6		%	9.2		%
Portfolio Yield for the Year Ended(3)	9.4		%	9.2		%
Managed Aircraft on behalf of Joint Venture
Flight Equipment	$	272		$	285
Net Book Value of Flight Equipment	$	244		$	272
Number of Aircraft	98			9

____________

(1)Weighted by Net Book Value.

(2)Aircraft on lease as a percentage of total days in period weighted by net book value.

(3)Lease rental revenue, interest income and cash collections on our net investment in leases for the period as a percent of the average Net Book Value for the period; quarterly information is annualized.

2931

PORTFOLIO DIVERSIFICATION

	Owned Aircraft as of February 29, 2024				Owned Aircraft as ofFebruary 28, 2023
	Owned Aircraft as of February 28, 2025				Owned Aircraft as ofFebruary 29, 2024
	Number ofAircraft		% of NetBook Value		Number ofAircraft	% of NetBook Value
Aircraft Type
Passenger:
Narrow-body - new technology(1)	6177		3745	%	4361	2837	%
Narrow-body - current technology	~~159~~168		4946	%	~~173~~159	5649	%
Wide-body	1714		117	%	1917	1411	%
Total Passenger	~~237~~259		9798	%	~~235~~237	9897	%
Freighter	6		32	%	46	23	%
Total	~~243~~265		100	%	~~239~~243	100	%
Manufacturer
Airbus	~~161~~179		6768	%	~~153~~161	6467	%
Boeing	6365		2524	%	6963	2825	%
Embraer	1921		8	%	1719	8	%
Total	~~243~~265		100	%	~~239~~243	100	%
Regional Diversification
Asia and Pacific	6367		2728	%	6263	2827	%
Europe	9099		30	%	8890	30	%
Middle East and Africa	911		5	%	89	35	%
North America	4658		2326	%	3846	2023	%
South America	3229		1411	%	2932	14	%
Off-lease	31	(2)	1—	%	143	51	%
Total	~~243~~265		100	%	~~239~~243	100	%

_______________

(1)Includes Airbus A320-200neo and A321-200neo, Boeing 737-MAX8 and 737-MAX9, and Embraer E2 aircraft.

(2)OfWe ~~the~~currently ~~3 off-lease aircraft at February 29, 2024, we~~ have ~~executed leases for 2 narrow-body converted freighter aircraft and~~ 1 narrow-body ~~converted~~ freighter aircraft that we are ~~currently~~ marketing for lease or sale.

3032

The top ten customers for our owned aircraft at February 2928, ~~2024~~2025 were as follows:

Customer	Percent of Net Book Value	Country	Number ofAircraft
IndiGo	811.01%	India	1318
LATAM	6.3%	Chile	13
KLM	5.3%	Netherlands	13
KLM	5.0%	Netherlands	11
easyJet	4.6%	United Kingdom	22
American Airlines	4.32%	United States	1113
Lion Air(1)	4.0%	Indonesia	10
United	4.0%	United States	7
Viva Aerobus	3.7%	Mexico	7
Frontier Airlines	3.8%	United States	6
Aerolineas Argentinas	3.6%	Argentina	7
LATAM	3.8%	Chile	10
Frontier Airlines	3.4%	United States	5
Lion Air(1)	3.4%	Indonesia	10
Wizz Air	3.2%	Hungary	5
Viva Aerobus	3.3%	Mexico	7
Volaris	3.0%	Mexico	6
Aerolineas Argentinas	3.0%	Argentina	7
Total top ten customers	4446.5%		88113
All other customers	5553.5%		~~155~~152
Total all customers	100.0%		~~243~~265

(1)Includes 6 aircraft on lease with 3 affiliated airlines.

3133

COMPARATIVE RESULTS OF OPERATIONS

Results of Operations for the year ended February 2928, ~~2024~~2025 as compared to the year ended February 2829, ~~2023~~2024:

	Year Ended February 29,		Year Ended February 28,
	Year Ended February 28/29,
	2024		2023
	2025		2024
	(Dollars in thousands)
Revenues:
Lease rental revenue	$	~~603~~652,~~571~~379	$	~~586~~603,~~508~~571
Direct financing and sales-type lease revenue	1621,~~503~~295		916,~~030~~503
Amortization of lease premiums, discounts and incentives	(2021,~~420~~682)		(20,~~574~~420)
Maintenance revenue	~~132~~90,~~179~~490		~~138~~132,~~099~~179
Total lease revenue	~~731~~742,~~833~~482		~~713~~731,~~063~~833
Gain on sale or disposition of flight equipment	~~121~~77,~~646~~191		70121,~~860~~646
Other revenue	1,~~937~~302		121,~~110~~937
Total revenues	~~855~~820,~~416~~975		~~796~~855,~~033~~416
Operating expenses:
Depreciation	~~348~~355,~~229~~666		~~332~~348,~~663~~229
Interest, net	~~229~~247,~~050~~923		~~204~~229,~~606~~050
Selling, general and administrative	8286,~~127~~416		7682,~~857~~127
Provision for credit losses	128,~~081~~715		112,~~507~~081
Impairment of flight equipment	5519,~~240~~391		8555,~~623~~240
Maintenance and other costs	2916,~~884~~938		2229,~~196~~884
Total operating expenses	~~756~~735,~~611~~049		~~723~~756,~~452~~611
Other income (expense):
Loss on extinguishment of debt	—		(636)
Gain on extinguishment of debt	285		—
Other	556,~~571~~247		145,~~092~~571
Total other income:	556,~~571~~532		135,~~456~~571
Income from continuing operations before income taxes	~~104~~142,~~376~~458		86104,~~037~~376
Income tax provision	2321,~~265~~948		2523,~~466~~265
Earnings of unconsolidated equity method investment, net of tax	23,~~205~~103		2,~~188~~205
Net income	$	83123,~~316~~613	$	6283,~~759~~316

Revenues:

Total revenues ~~increased~~decreased $5934.4 million, attributable to:

Lease rental revenue increased $1748.18 million, primarily attributable to an increase of $84114.08 million related to 5280 aircraft purchased since March 1, ~~2022~~2023.

This was partially offset by:

•a $2853.35 million decrease related to the sale of 3047 aircraft since March 1, ~~2022~~2023; and

•a $1312.35 million decrease, asdue ~~the year ended February 28, 2023 included a cumulative catch-up adjustment~~ to lease ~~revenues~~extensions, ~~for~~amendments, ~~certain~~transitions, ~~customers~~and ~~which~~other the collectability assessment of lease payments changed to probable during the respective period – see Note 1 in the Notes to Consolidated Financial Statements regarding our lease revenue recognition policy;changes.

•aDirect financing and sales-type lease revenue increased $124.98 million, ~~decrease~~primarily ~~due~~related to ~~lease~~the ~~extensions,~~change ~~amendments,~~in ~~transitions~~classification of 12 aircraft to sales-type leases, ~~and~~partially ~~other~~offset ~~changes;~~by ~~and~~the sale of 2 aircraft since March 1, 2023.

~~•a $12.4 million decrease due to lease terminations.~~34

Direct financing and sales-type lease revenue increased $7.5 million, primarily related to the reclassification of 12 aircraft to sales-type leases, partially offset by the sale of 9 aircraft since March 1, 2022.

Amortization of lease premiums, discounts and incentives:

Year Ended February 29,

Year Ended February 28,

Year Ended February 28/29,

2024

2023

2025

2024

(Dollars in thousands)

Amortization of lease premiums

(11,~~112~~128)

(11,~~214~~112)

Amortization of lease discounts

~~931~~5,773

~~765~~931

Amortization of lease incentives

(1016,~~239~~327)

(10,~~125~~239)

Amortization of lease premiums, discounts and incentives

(2021,~~420~~682)

(20,~~574~~420)

~~Maintenance~~The ~~revenue. For~~amortization ~~the~~of ~~year~~lease ~~ended~~discounts ~~February 29,~~increased ~~2024, we recorded~~ $~~132~~4.28 million ofdue ~~maintenance revenue primarily related~~ to ~~maintenance~~the ~~payments~~acquisition ~~received by us and recognized into income as a result~~ of ~~scheduled~~ aircraft ~~lease expirations and engine redeliveries~~.

~~For~~The ~~the~~amortization ~~year ended February 28, 2023, we recorded $138.1 million~~ of ~~maintenance revenue, comprised primarily of $46.4 million related to scheduled~~ lease ~~expirations~~incentives ~~and~~increased $496.91 million ~~related~~due to the ~~early~~transition ~~lease terminations~~ of ~~5 narrow-body, 1 wide-body, and 1 freighter~~ aircraft~~. We~~ ~~also~~to ~~received~~new ~~$41.8 million of maintenance security letters of credit for our former Russian~~ lessees ~~during the year ended February 28, 2023, which was recognized in maintenance revenue~~.

~~Gain~~Maintenance ~~on sale or disposition of flight equipment~~revenue. ~~During~~For the year ended February 28, 2025, and February 29, 2024, we ~~sold~~recorded 28$90.5 ~~aircraft~~million and ~~recognized~~$132.2 ~~gains~~million onof ~~the~~maintenance ~~sale~~revenue, orrespectively, ~~disposition~~primarily ofrelated ~~aircraft~~to ~~totaling~~maintenance ~~$121.6~~payments ~~million,~~received ~~which~~by ~~included~~us ~~$43.2~~and ~~million~~recognized ~~related~~into toincome ~~settlement~~as ~~proceeds~~a ~~received~~result ~~in respect~~ of 4scheduled aircraft ~~formerly~~lease onexpirations ~~lease~~and toengine ~~Russian~~redeliveries. The ~~airlines,~~decrease ~~and~~in ~~gains~~maintenance revenue of $3241.7 million ~~related~~is toprimarily ~~the~~attributable ~~reclassification~~to offewer 10 aircraft ~~from~~returns ~~operating~~during ~~leases to sales-type leases. During~~ the year ended February 28, ~~2023, we sold 25 aircraft for gains totaling $70~~2025.~~9 million.~~

~~Other~~Gain ~~revenue~~on sale or disposition of flight equipment. During the year ended February 28, ~~2023~~2025, we ~~received~~sold 27 aircraft for gains totaling $777.12 million. During ofthe ~~payments~~year onended ~~general~~February 29, ~~security~~2024, ~~letters~~we ofsold ~~credit~~28 ~~for~~aircraft ~~our~~and ~~former~~recognized ~~Russian~~gains ~~lessees.~~on Wethe ~~also~~sale ~~recognized~~or ~~other~~disposition ~~revenue~~of aircraft totaling $4121.46 million, ~~for~~which ~~security~~included ~~deposits~~$43.2 ~~retained~~million byrelated usto settlement proceeds received in ~~connection~~respect ~~with~~of 4 aircraft formerly on lease ~~terminations~~to Russian airlines, and ~~amendments~~gains of $32.7 million related to the change in classification of 10 aircraft from operating leases to sales-type leases.

During the year ended February 29, 2024, we collected the remaining general security letters of credit totaling $0.6 million.

Operating Expenses:

Total operating expenses ~~increased~~decreased $3321.26 million attributable to:

Depreciation expense increased $157.64 million, primarily attributable to an increase of $3742.21 million related to 5280 aircraft purchased since March 1, ~~2022~~2023. This was partially offset by a decrease of $2135.60 million related to 2749 aircraft sold since March 1, ~~2022~~2023.

Interest, net increased $2418.49 million due primarily to a higher average cost of borrowing ~~and higher weighted average debt outstanding of $83~~.~~0 million.~~

Selling, general and administrative expenses increased $54.3 million primarily due to an increase in personnel costs and ongoing Russian litigation expenses.

Provision for credit losses. During ~~increased~~the year ended February 28, 2025, we recorded a credit provision of $108.67 million for certain restructured receivables as part of an airline restructuring. During the year ended February 29, ~~primarily~~2024, ~~related~~we torecorded ~~our~~a credit provision ~~for~~of ~~net~~$12.1 million primarily related to investment in leases as a result of 12 aircraft that ~~were~~whose ~~reclassified~~classification was changed from operating leases to sales-type leases ~~– see Note 15 in the Notes to Consolidated Financial Statements~~. We also recognized a credit provision for debt securities received by us as part of an airline restructuring, as well as certain restructured receivables, during the year ended February 29, 2024. See Note 15 in the Notes to Consolidated Financial Statements.

Impairment of aircraft. During the year ended February 2928, ~~2024~~2025, the Company recorded impairment charges totaling $5519.24 million, ofincluding ~~which~~ $3911.50 million ~~were~~of transactional impairments related to a scheduled ~~aircraft~~ lease ~~expirations~~expiration and ~~engine~~an ~~redeliveries~~aircraft lease amendment. The Company recognized $4824.0 million of maintenance revenue for these aircraft during the year ended February 28, 2025.

33During the year ended February 29, 2024, the Company recorded impairment charges totaling $55.2 million, of which $39.5 million were transactional impairments related to scheduled aircraft lease expirations and engine redeliveries. The Company recognized $48.0 million of maintenance revenue for these aircraft and engines.

Maintenance and ~~engines~~other costs decreased $12. We9 ~~also~~million, ~~recorded~~primarily ~~impairments~~attributable ofto $9fewer aircraft transitions.5 ~~million~~The ~~resulting~~year ~~from~~ended February 29, 2024 included higher costs due to the ~~completion~~timing of ~~our~~transition ~~annual~~of ~~fleet~~aircraft ~~review~~to ~~during~~new lessees, which largely related to aircraft for which the ~~third~~previous ~~quarter~~lease ofwas ~~fiscal~~terminated ~~2023~~early, and the aircraft was repossessed from the prior operator.

During the year ended February 28, 2023, the Company wrote off the remaining book values of 8 narrow-body and 1 freighter aircraft in Russia which have not been returned to it. As a result, the Company recorded impairment charges totaling $31.9 million during the year ended February 28, 2023. The Company also recognized $20.3 million of maintenance and other revenue for these 9 aircraft related to payments received on maintenance and general security letters of credit.35

In addition to the asset write-offs above, during the year ended February 28, 2023, the Company recorded impairment charges totaling $53.7 million primarily related to the scheduled lease expirations of 3 narrow-body aircraft and lease terminations of 2 narrow-body aircraft, as well as 1 wide-body aircraft resulting from our annual fleet review. The Company recognized $58.9 million of maintenance and lease rentals received in advance into revenue for these aircraft during the year ended February 28, 2023.

Maintenance and other costs increased $7.7 million, primarily attributable to higher aircraft insurance premiums and higher costs due to the timing of transition of aircraft to new lessees. Higher transition costs are largely related to aircraft for which the previous lease was terminated early, and the aircraft was repossessed from the prior operator.

Other Income (Expense):

Total other income ~~decreased~~increased by $751.90 million. During the year ended February 2928, ~~2024~~2025, the Company ~~recognized~~received ~~$5.6~~cash ~~million~~proceeds of ~~other~~$49.5 ~~income~~million ~~primarily~~in ~~consisting~~settlement of ~~cash~~the ~~received~~Company’s inclaims ~~connection~~against ~~with~~certain ~~claims~~of ~~settlements~~the ~~from~~insurers ~~various~~under ~~airline~~its ~~customers~~C&P ~~that~~Policies ~~had~~in ~~entered~~respect ~~into~~of ~~bankruptcy~~aircraft ~~proceedings~~formerly oron ~~similar-type~~lease ~~restructurings~~to Russian airlines.

During the year ended February 2829, ~~2023~~2024, the Company recognized $145.16 million of other income ~~related~~primarily toconsisting ~~claims~~of ~~settlements~~cash received in ~~the~~connection ~~form~~with ofclaims ~~cash,~~settlements ~~notes, or equity securities~~ from various airline customers that had entered into bankruptcy proceedings or similar-type restructurings~~, partially offset by a $0~~.~~6 million loss on extinguishment of debt.~~

Income Tax Provision:

~~Our~~We recognized income tax ~~expense~~provision ~~was~~of $2321.39 million and $2523.53 million and our effective tax rate was 2215.34% and 2922.63% for the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. The ~~year~~decrease ~~ended~~in ~~February 28,~~our ~~2023~~effective ~~included~~tax ~~higher~~rate ~~income~~is ~~taxes~~primarily ofattributable ~~$10.4 million related~~ to ~~certain~~the ~~intra-entity~~mix ~~transfers~~ of ~~aircraft~~profits ~~assets~~in totaxable ~~Irish~~and ~~aircraft-owning~~nontaxable ~~entities~~jurisdictions. ~~This~~The ~~was~~year ~~partially~~ended ~~offset~~February 28, by2025 anincluded ~~increase~~$49.5 inmillion ~~taxes~~of ~~attributable~~settlement toproceeds, ~~changes~~a inportion ~~the mix~~ of ~~profits~~which inwas ~~taxable~~recorded ~~and non-taxable jurisdictions, and,~~ in ~~particular,~~a ~~incremental~~nontaxable ~~profits earned in Ireland~~jurisdiction.

Results of Operations for the year ended February 2829, ~~2023~~2024, as compared to the year ended February 28, ~~2022~~2023:

We have omitted discussion of the above two periods covered by our consolidated financial statements presented in this Annual Report because that disclosure was already included in our Annual Report on Form 10-K for the fiscal year ended February 2829, ~~2023~~2024, filed with the SEC on April 25, ~~2023~~2024. You are encouraged to reference Part II, Item 7, within that report, for a discussion of our financial condition and result of operations for the year ended February 2829, ~~2023~~2024 to the year ended February 28, ~~2022~~2023.

Aircraft Valuation

For complete information on impairment of flight equipment, see Note 2 in the Notes to the Consolidated Financial Statements and “Comparative Results of Operations” above.

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APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying footnotes. Our estimates and assumptions are based on historical experiences and currently available information. Actual results may differ from such estimates under different conditions, sometimes materially. A summary of our significant accounting policies is presented in the notes to our consolidated financial statements included elsewhere in this Annual Report. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results and require our most subjective judgments, estimates and assumptions. Our most critical accounting policies and estimates are described below.

Lease Revenue Recognition

We lease flight equipment under net operating leases with lease terms typically ranging from three to seven years. We generally do not offer renewal terms or purchase options in our leases, although certain of our operating leases allow the lessee the option to extend the lease for an additional term. Operating leases with fixed rentals and step rentals are recognized on a straight-line basis over the term of the initial lease, assuming no renewals.

Our aircraft lease agreements generally provide for the periodic payment of a fixed amount of rent over the life of the lease, and the amount of the contracted rent will depend upon the type, age, specification and condition of the aircraft and market conditions at the time the lease is committed. The amount of rent we receive will depend on a number of factors, including the creditworthiness of our lessees and the occurrence of delinquencies, restructurings and defaults. Our lease rental revenues are also affected by the extent to which aircraft are off-lease and our ability to remarket aircraft that are nearing the end of their leases in order to minimize their off-lease time. Our success in re-leasing aircraft is affected by market conditions relating to our aircraft and by general industry conditions and trends. An increase in the percentage of off-lease aircraft or a reduction in lease rates upon remarketing would negatively impact our revenues.

In certain instances, we may provide lease concessions to customers, generally in the form of lease rental deferrals. While these deferral arrangements affect the timing of lease rental payments, the total amount of lease rental payments required over the lease term is generally the same as that which was required under the original lease agreement. We account for the deferrals as if no modifications to the lease agreements were made and record the deferred rentals as a receivable within other assets.

Should we determine that the collectability of rental payments is no longer probable, including any deferral thereof, we will recognize lease rental revenue using a cash basis of accounting rather than an accrual method. In the period we conclude that collection of lease payments is no longer probable, we recognize any difference between revenue amounts recognized to date under the accrual method and payments that have been collected from the lessee, including security deposit amounts held, as a current period adjustment to lease rental revenue.

Maintenance Payments and Maintenance Revenue

~~Under~~Our ~~our~~aircraft are net leases, whereby the lessee must pay operating expenses accrued or payable during the term of the lease, which would normally include maintenance, overhaul, fuel, crew, landing, airport and navigation charges; certain taxes, licenses, consents and approvals; aircraft registration; and insurance premiums. ~~Typically,~~Many of our ~~aircraft~~leases ~~are~~also ~~subject~~contain toprovisions ~~net~~requiring ~~operating~~us ~~leases~~to ~~whereby~~pay ~~the~~a ~~lessee~~portion ~~pays~~of ~~lease~~the ~~rentals~~cost ~~and~~of ismodifications ~~generally~~to ~~responsible for maintaining~~ the aircraft ~~and~~performed ~~paying~~by ~~operational,~~the ~~maintenance~~lessee ~~and~~at ~~insurance~~its ~~costs,~~expense ~~although~~if insuch amodifications ~~majority of cases, we~~ are ~~obligated~~mandated toby ~~pay~~recognized aairworthiness ~~portion of specified maintenance or modification costs~~authorities.

Typically, ~~under an operating lease,~~ the lessee ~~will~~is be responsible for performing maintenance on the relevant aircraft and ~~will~~is ~~typically be~~ required to make payments to us for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft. These maintenance payments are based on hours or cycles of utilization or on calendar time, depending upon the component, and would be made either monthly in arrears or at the end of the lease term. Our determination of whether to require such payments to be made monthly or to permit a lessee to make a single maintenance payment at the end of the lease term depends on a variety of factors, including the creditworthiness of the lessee, the level of security deposit which may be provided by the lessee and market conditions at the time we enter into the lease. If a ~~lease~~lessee ~~requires~~is making monthly maintenance payments, we would typically be obligated to reimburse the lessee for costs they incur for heavy maintenance, overhaul or replacement of certain high-value components, usually following completion of the relevant

3537

costs they incur for heavy maintenance, overhaul or replacement of certain high-value components to the extent of maintenance payments received in respect of the specific maintenance event, usually shortly following completion of the relevant work. If a ~~lease~~lessee ~~requires~~makes a single end of lease ~~term~~ maintenance ~~payments~~payment, ~~typically~~ the lessee would typically be required to pay us for its utilization of the aircraft during the lease;. In ~~however, in~~ some cases, however, we may owe a net payment to the lessee in the event heavy maintenance is performed and paid for by the lessee during the lease term and the aircraft is returned to us in better condition than at lease inception.

We record monthly maintenance payments by the lessee during a lease as accrued maintenance liabilities in recognition of our obligation in the lease to refund such payments, and therefore we typically do not recognize such maintenance payments as maintenance revenue during the lease. Reimbursements to the lessee upon the receipt of evidence of qualifying maintenance work are charged against the existing accrued maintenance payments liability. We currently defer maintenance revenue recognition of most monthly maintenance payments until we are able to determine the amount, if any, by which the monthly maintenance payments received from a lessee exceed costs to be incurred by that lessee in performing heavy maintenance, which generally occurs at or near the end of a lease. End of lease term maintenance payments made to us are recognized as maintenance revenue and end of lease term maintenance payments we make to a lessee are recorded as contra maintenance revenue.

The amount of maintenance revenue or contra maintenance revenue we recognize in any reporting period is inherently volatile and is dependent upon a number of factors, including the timing of lease expiries, including scheduled expiries and early lease terminations, the timing of maintenance events and the utilization of the aircraft by the lessee.

Lease Incentives and Amortization

Many of our leases contain provisions that may require us to pay a portion of the lessee’s costs for heavy maintenance, overhaul or replacement of certain high-value components. We account for these expected payments as lease incentives, which are amortized as a reduction of revenue over the life of the lease. We estimate the amount of our portion for such costs, typically for the first major maintenance event for the airframe, engines, landing gear and auxiliary power units, expected to be paid to the lessee based on assumed utilization of the related aircraft by the lessee, the anticipated cost of the maintenance event and the estimated amounts the lessee is responsible to pay. The assumptions supporting these estimates are reevaluated annually.

This estimated lease incentive is not recognized as a lease incentive liability at the inception of the lease. We recognize the lease incentive as a reduction of lease revenue on a straight-line basis over the life of the lease, with the offset being recorded as a lease incentive liability, which is included in maintenance payments on the balance sheet. The payment to the lessee for the lease incentive liability is first recorded against the lease incentive liability, and any excess above the lease incentive liability is recorded as a prepaid lease incentive asset, which is included in other assets on the balance sheet and continues to amortize over the remaining life of the lease.

Flight Equipment Held for Lease and Depreciation

Flight equipment held for lease is stated at cost and depreciated using the straight-line method, typically over a 25-year life from the date of manufacture for passenger aircraft and over a 30 to 35-year life for freighter aircraft, depending on whether the aircraft is a converted or purpose-built freighter, to estimated residual values. Estimated residual values are generally determined to be approximately 15% of the manufacturer’s estimated realized price for passenger aircraft when new and 5% to 10% for freighter aircraft when new. Management may make exceptions to this policy on a case-by-case basis when, in its judgment, the residual value calculated pursuant to this policy does not appear to reflect current expectations of value. Examples of situations where exceptions may arise include but are not limited to:

•flight equipment where estimates of the manufacturers’ realized sales prices are not relevant (e.g., freighter conversions);

•flight equipment where estimates of the manufacturers’ realized sales prices are not readily available; and

•flight equipment which may have a shorter useful life due to obsolescence.

In accounting for flight equipment held for lease, we make estimates about the expected useful lives, the fair value of attached leases, acquired maintenance assets or liabilities and the estimated residual values. In making these estimates, we rely upon actual industry experience with the same or similar aircraft types and our anticipated utilization of the aircraft. As part of our due diligence review of each aircraft we purchase, we prepare an estimate of the expected maintenance payments and any excess costs which may become payable by us, taking into consideration the then-current maintenance status of the aircraft and the relevant provisions of any existing lease.

3638

maintenance payments and any excess costs which may become payable by us, taking into consideration the then-current maintenance status of the aircraft and the relevant provisions of any existing lease.

For planned major maintenance activities for aircraft off-lease, the Company capitalizes the actual maintenance costs by applying the deferral method. Under the deferral method, we capitalize the actual cost of major maintenance events, which are typically depreciated on a straight-line basis over the period until the next maintenance event is required.

For purchase-lease back transactions, we account for the transaction as a single arrangement. We allocate the consideration paid based on the fair value of the aircraft and lease. The fair value of the lease may include a maintenance premium and a lease premium or discount.

When we acquire an aircraft with a lease, determining the fair value of the attached lease requires us to make assumptions regarding the current fair values of leases for specific aircraft. We estimate a range of current lease rates of like aircraft in order to determine if the attached lease is within a fair value range. If a lease is below or above the range of current lease rates, we present value the estimated amount below or above fair value range over the remaining term of the lease. The resulting lease discount or premium is amortized into lease ~~rental~~revenue ~~income~~ over the remaining term of the lease.

Impairment of Flight Equipment

We perform ana ~~annual~~ recoverability ~~assessment~~test of all aircraft inand ~~our~~other ~~fleet,~~flight equipment on ana ~~aircraft-by-aircraft~~quarterly and annual basis. ~~Additional~~We perform a customer or aircraft specific recoverability ~~assessments~~test ~~are also performed~~ whenever events or changes in circumstances, or indicators, suggest that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant lease restructuring or early lease termination, significant change in an aircraft type’s storage levels, the introduction of newer technology aircraft or engines, an aircraft type is no longer in production or a significant airworthiness directive is issued. We focus on aircraft with near-term lease expirations, customers that have entered judicial insolvency proceedings and any additional customers that may become subject to similar-type proceedings, and certain other customers or aircraft variants that are more susceptible to value deterioration.

~~When~~For weassets ~~perform~~with aindicators ~~recoverability~~of ~~assessment~~impairment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the ~~aircraft~~asset exceed its net book value. The undiscounted cash flows consist of cash flows from currently contracted lease ~~rental~~rentals and maintenance payments, future projected lease rates and maintenance payments, transition costs, estimated down time, and estimated residual or scrap values for an aircraft. In the event that an aircraft does not meet the recoverability test, the aircraft will be adjusted to fair value, resulting in an impairment charge. ~~See Note 2 in the Notes to Consolidated Financial Statements.~~

Our assumptions are based on current and future expectations of the global demand for a particular aircraft type and historical experience in the aircraft leasing market and aviation industry, as well as information received from third-party industry sources. The factors considered in estimating the undiscounted net cash flows are impacted by changes in future periods due to changes in projected lease rental and maintenance payments, residual values, economic conditions, technology, airline demand for a particular aircraft type and other factors, such as the location of the aircraft and accessibility to records and technical documentation. If our estimates or assumptions change, we may revise our cash flow assumptions and record future impairment charges. See Note 2 in the Notes to Consolidated Financial Statements.

Net Investment in Leases

If a lease meets specific criteria at lease commencement or at the effective date of a lease modification, we recognize the lease as a direct financing or sales-type lease. The net investment in leases consists of the lease receivable, estimated unguaranteed residual value of the leased flight equipment at lease-end and, for direct financing leases, deferred selling profit. For sales-type leases, we recognize the difference between the net book value of the aircraft and the net investment in the lease as a gain or loss on sale of fight equipment. Selling profit on a direct financing lease is deferred and amortized over the lease term, and a selling loss is recognized at lease commencement. Interest income on our net investment in leases is recognized as ~~Direct~~direct financing and sales-type lease revenue over the lease term in a manner that produces a constant rate of return on the net investment in the lease.

The net investment in leases is recorded in the consolidated financial statements net of an allowance for credit losses. The allowance for credit losses is recorded upon the initial recognition of the net investment in the lease based on the Company’s estimate of expected credit losses over the lease term. The allowance reflects the Company’s estimate of lessee default probabilities and loss given default percentages. When determining the credit loss allowance, we consider relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the net investment in the lease. The allowance also considers potential losses due to non-credit risk ~~related to unguaranteed residual values. A provision for credit losses is recorded as a component of operating expenses in~~

3739

~~our~~related ~~Consolidated~~to ~~Statements~~unguaranteed residual values. A provision for credit losses is recorded as a component of ~~Income~~operating ~~(Loss)~~expenses to adjust the allowance for changes to management’s estimate of expected credit losses.

Fair Value Measurements

We measure the fair value of certain assets and liabilities on a non-recurring basis, when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include our aircraft and investment in unconsolidated ~~joint~~equity ~~venture~~method investment.

We record aircraft at fair value when we determine the carrying value may not be recoverable. Fair value measurements for aircraft in impairment tests are based on the average of the market approach (Level 2 or 3), which include third party appraisal data and an income approach (Level 3), which include the Company’s assumptions and appraisal data as to the present value of future cash proceeds from leasing and selling aircraft ~~discounted using the Company’s weighted average cost of capital~~.

We account for our ~~investments in~~ unconsolidated ~~joint~~equity ~~ventures~~method investment under the equity method of accounting. Investments are reviewed for impairment whenever events or changes in circumstances indicate the fair value is less than its carrying value and the decline is other-than-temporary

Income Taxes

The Company records an income tax provision in accordance with the various tax laws for those jurisdictions within which our transactions occur. Aircastle uses an asset and liability based approach in accounting for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement and tax basis of existing assets and liabilities using enacted rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount estimated by us to be realizable. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities. We did not have any unrecognized tax benefits.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

See Note 1 in the Notes to Consolidated Financial Statements below.

RECENTLY PROPOSED ACCOUNTING PRONOUNCEMENTS

See Note 1 in the Notes to Consolidated Financial Statements below.

LIQUIDITY AND CAPITAL RESOURCES

Our business is very capital intensive, requiring significant investments in order to expand our fleet and to maintain and improve our existing portfolio. Our operations have historically generated a significant amount of cash, primarily from lease rentals and maintenance collections. We have also met our liquidity and capital resource needs by utilizing several sources over time, including:

•unsecured indebtedness, including our current unsecured revolving credit facilities, ~~term loan~~ and senior notes;

•various forms of borrowing secured by our aircraft, including term facilities, term financings and limited recourse securitization financings for new aircraft acquisitions;

•asset sales; and

•issuance of common and preference shares.

Going forward, we expect to continue to seek liquidity from these sources and other sources, subject to pricing and conditions we consider satisfactory.

During the year ended February 2928, ~~2024~~2025, we met our liquidity and capital resource needs with $~~370~~464.30 million of cash flows from operations and $~~361~~565.89 million of proceeds from the sale of aircraft and other flight equipment.

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As of February 2928, ~~2024~~2025, the weighted average maturity of our secured and unsecured debt financings was 3.14 years and we were in compliance with all applicable covenants. We have also determined that as of February 2928, ~~2024~~2025, our consolidated subsidiaries’ restricted net assets, as defined by Rule 4-08(e)(3) of Regulation S-X, are less than 25% of our consolidated net assets.

We believe we have sufficient liquidity to meet our contractual obligations over the next ~~twelve~~12 months. As of April 1, ~~2024~~2025, total liquidity of $32.07 billion included $2.1 billion of undrawn credit facilities, $0.5 billion of projected adjusted operating cash flows and sales through April 1, ~~2025,~~2026 ~~$0.3 billion of committed equity~~ and $0.1 billion of unrestricted cash. In addition, we believe payments received from lessees and other funds generated from operations, unsecured bond offerings, borrowings secured by our aircraft, borrowings under our revolving credit facilities and other borrowings and proceeds from future aircraft sales will be sufficient to satisfy our liquidity and capital resource needs over the next ~~twelve~~12 months. Our liquidity and capital resource needs include payments due under our aircraft purchase obligations, required principal and interest payments under our long-term debt facilities, expected capital expenditures, lessee maintenance payment reimbursements and lease incentive payments.

Cash Flows

Year Ended

Year Ended February 28/29,

February 29,

February 28,

2025

2024

2023

(Dollars in thousands)

Net cash flow provided by operating activities

~~370~~464,~~254~~021

~~437~~370,~~737~~254

Net cash flow used in investing activities

(~~879~~970,~~115~~232)

(~~537~~879,~~874~~115)

Net cash flow provided by financing activities

~~406~~655,~~977~~286

~~161~~406,~~316~~977

Operating Activities:

Cash flow provided by operating activities was $~~370~~464.30 million and $~~437~~370.73 million for the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. The ~~decrease~~net increase was primarily attributable to higher ~~cash~~customer ~~paid~~collections ~~for~~during ~~interest~~the ofyear ~~$47.4~~ended ~~million~~February 28, of2025, ~~which~~partially ~~$15.2~~offset ~~million~~by ~~relates~~slightly tolower ~~the~~cash ~~timing~~paid offor interest ~~payments,~~related ~~and~~to the ~~remaining~~timing ~~increase due to a higher average cost~~ of ~~borrowing and higher weighted average debt outstanding during the year ended February 29, 2024~~interest.

In addition, the year ended February 28, 2023 included incremental customer collections related to the repayment of lease deferrals and other outstanding receivables that had accumulated during the COVID-19 pandemic, as well as $48.9 million of payments received on maintenance and general security letters of credit for our former Russian lessees.

Investing Activities:

Cash flow used in investing activities was $~~879~~970.12 million and $~~537~~879.91 million for the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. The net increase of $~~341~~91.21 million was primarily attributable to a $~~246~~348.10 million increase in cash used for the acquisition and improvement of flight equipment,. This inwas ~~addition~~partially tooffset ~~lower~~by ~~proceeds~~an ~~from~~increase ~~the sale or disposition~~ of ~~flight equipment of~~ $64204.61 million~~. Proceeds~~ in proceeds from the sale or disposition of aircraft and other flight equipment ~~for~~during the year ended February 2928, ~~2024~~2025. Additionally, ~~includes~~we received cash ~~settlement~~ proceeds of $4349.25 million ~~received~~ in ~~respect~~settlement of 4the ~~aircraft~~Company’s ~~formerly~~claims onagainst ~~lease~~certain toof ~~Russian~~the ~~airlines~~insurers under its C&P Policies — see Note 3 to the Notes to Consolidated Financial Statements. ~~Aircraft sales deposits received, net of aircraft purchase deposits paid and progress payments decreased $22.7 million.~~

Financing Activities:

Cash flow provided by financing activities was $~~407~~655.03 million and $~~161~~407.30 million for the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, respectively. The net increase of $~~245~~248.73 million was primarily attributable to a $~~200~~100.0 million increase in proceeds from the issuance of our common ~~stock~~shares, in addition to a $38137.57 million ~~increase~~decrease in ~~borrowings~~proceeds from secured and unsecured financings, net of repayments.

Debt Obligations

For complete information on our debt obligations, please see Note 8 in the Notes to Consolidated Financial Statements below.

Contractual Obligations

Our contractual obligations consist of principal and interest payments on debt financings, aircraft acquisitions and rent payments pursuant to our office leases. Total contractual obligations increased to $6.17 billion at February 2928, ~~2024~~2025 from $6.01 billion at February 2829, ~~2023~~2024, due to higher outstanding debt and interest payment obligations, ~~partially~~and ~~offset~~higher ~~by lower~~ aircraft purchase commitments.

~~The following table presents our actual contractual obligations and their payment due dates as of February 29, 2024.~~41

	Payments Due by Period as of February 29, 2024
Contractual Obligations	Total		1 year or less		2-3 years		4-5 years		More than5 years
	(Dollars in thousands)
Principal payments:
Senior Notes due 2024-2029	$	3,850,000	$	500,000	$	1,300,000	$	2,050,000	$	—
Revolving Credit Facilities	20,000		—		20,000		—		—
Bank Financings	883,451		324,514		142,574		72,717		343,646
Total principal payments	4,753,451		824,514		1,462,574		2,122,717		343,646
Interest payments on debt obligations(1)	805,973		214,206		352,800		217,849		21,118
Office leases(2)	28,770		2,938		5,504		4,711		15,617
Purchase obligations(3)	525,053		222,834		302,219		—		—
Total	$	6,113,247	$	1,264,492	$	2,123,097	$	2,345,277	$	380,381

The following table presents our actual contractual obligations and their payment due dates as of February 28, 2025.

(1)Future interest payments on variable rate, SOFR-based debt obligations are estimated using the interest rate in effect at February 29, 2024.


	Payments Due by Period as of February 28, 2025
Contractual Obligations	Total		1 year or less		2-3 years		4-5 years		More than 5 years
	(Dollars in thousands)
Principal payments:
Senior Notes due 2025-2031	$	4,350,000	$	650,000	$	1,400,000	$	1,300,000	$	1,000,000
Revolving Credit Facilities	150,000		—		150,000		—		—

Bank Financings	509,104		31,948		69,618		307,558		99,980
Total principal payments	5,009,104		681,948		1,619,618		1,607,558		1,099,980
Interest payments on debt obligations(1)	932,936		241,001		406,350		208,767		76,818
Office leases(2)	25,117		2,742		5,392		3,027		13,956
Purchase obligations(3)	771,676		524,734		246,942		—		—

Total	$	6,738,833	$	1,450,425	$	2,278,302	$	1,819,352	$	1,190,754

_____________

(1)Future interest payments on variable rate, SOFR-based debt obligations are estimated using the interest rate in effect at February 28, 2025.

(2)Represents contractual payment obligations for our office leases in the United States, Ireland and Singapore.

(3)At February 2928, ~~2024~~2025, we had signed purchase agreements to acquire 1720 aircraft for $~~525~~771.17 million. These amounts include estimates for pre-delivery deposits, contractual price escalation and other adjustments. As of April 1916, ~~2024~~2025, we have commitments to acquire 1226 aircraft for $~~393~~1.34 ~~million~~billion.

Capital Expenditures

From time to time, we make capital expenditures to maintain or improve our aircraft. These expenditures include the cost of major overhauls necessary to place an aircraft in service and modifications made at the request of lessees. For the years ended February 28, 2025, February 29, 2024, and February 28, 2023 ~~and 2022~~, we incurred a total of $7620.04 million, $9076.80 million and $4690.68 million, respectively, of capital expenditures, including lease incentives, related to the acquisition and improvement of flight equipment.

As of February 2928, ~~2024~~2025, the weighted average age by Net Book Value of our aircraft was 9.31 years. In general, the costs of operating an aircraft, including maintenance expenditures, increase with the age of the aircraft. Our lease agreements call for the lessee to be primarily responsible for maintaining the aircraft. Maintenance reserves are generally paid by the lessee to provide for future maintenance events. Provided a lessee performs scheduled maintenance of the aircraft, we are required to reimburse the lessee for scheduled maintenance payments. In certain cases, we are also required to make lessor contributions, in excess of amounts a lessee may have paid, towards the costs of maintenance events performed by or on behalf of the lessee. We may incur additional maintenance and modification costs in the future in the event we are required to remarket an aircraft or a lessee fails to meet its maintenance obligations under the lease agreement.

Actual maintenance payments to us by lessees in the future may be less than projected as a result of a number of factors, such as in the event of a lessee default. Maintenance reserves may not cover the entire amount of actual maintenance expenses incurred and, where these expenses are not otherwise covered by the lessees, there can be no assurance that our operational cash flow and maintenance reserves will be sufficient to fund maintenance requirements, particularly as our aircraft age. See Item 1A. “Risk Factors — Risks Related to Our Business — Risks related to our leases — If lessees are unable to fund their maintenance obligations on our aircraft, we may incur increased costs at the conclusion of the applicable lease.

Off-Balance Sheet Arrangements

We ~~entered~~have ~~into~~an aunconsolidated ~~joint~~equity ~~venture~~method ~~arrangement~~investment in ~~order~~an toaircraft ~~help~~leasing ~~expand~~entity ~~our~~with ~~base~~Mizuho ~~of new business opportunities~~Leasing. ~~This~~We ~~joint~~hold ~~venture~~a ~~does~~25% ~~not~~equity ~~qualify~~interest ~~for~~in ~~consolidated accounting treatment. The assets and liabilities of~~ this entity, ~~are~~which ~~not~~was ~~included~~established into ~~our~~help ~~consolidated~~expand ~~balance~~our ~~sheets~~base ~~and~~of wenew ~~record~~business ~~our~~opportunities. As ~~investment~~of ~~under~~February 28, 2025, the ~~equity~~net ~~method~~book value of ~~accounting. See~~its ~~Note~~8 5aircraft inwas ~~the~~$244.3 ~~Notes to Consolidated Financial Statements~~million.

WeThe ~~hold~~assets aand ~~25%~~liabilities ~~equity~~of ~~interest~~this inentity ~~our~~are ~~joint~~not ~~venture~~included ~~with~~in ~~Mizuho~~our ~~Leasing~~consolidated balance sheets and aswe ofrecord ~~February 29,~~our ~~2024,~~investment under the ~~net~~equity ~~book~~method ~~value~~ of ~~its~~accounting. See 9Note ~~aircraft~~7 ~~was~~in ~~$271.7~~the ~~million~~Notes to Consolidated Financial Statements.

Foreign Currency Risk and Foreign Operations

At February 2928, ~~2024~~2025, more than 99% of our leases are payable to us in U.S. dollars. However, we incur Euro- and Singapore dollar-denominated expenses in connection with our subsidiaries in Ireland and Singapore. For the year ended February 2928, ~~2024~~2025, expenses, such as payroll and office costs, denominated in currencies other than the U.S. dollar totaled $21.09 million in U.S. dollar equivalents and represented approximately 2625% of total selling, general and administrative expenses.

Our international operations are a significant component of our business strategy and permit us to more effectively source new aircraft, service the aircraft we own and maintain contact with our lessees. Therefore, it is likely that our international operations and our exposure to foreign currency risk will increase over time. Although we have not ~~yet~~ entered into foreign currency hedges because our exposure to date has not been significant, if our foreign currency exposure increases we may enter into hedging transactions in the future to mitigate this risk. For the years ended February 28, 2025, February 29, 2024, and February 28, 2023 ~~and 2022~~, we incurred insignificant net gains and losses on foreign currency transactions.

Management’s Use of EBITDA and Adjusted EBITDA

We define EBITDA as income (loss) from continuing operations before ~~income~~interest ~~taxes~~expense, ~~interest~~income ~~expense~~taxes, and depreciation and amortization. We use EBITDA to assess our consolidated financial and operating performance, and we believe this non-U.S. GAAP measure is helpful in identifying trends in our performance.

This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals, as well as achieving optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

EBITDA provides us with a measure of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges on our outstanding debt) and asset base (primarily depreciation and amortization) from our operating results. Accordingly, this metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure, or expenses, of the organization. EBITDA is one of the metrics used by senior management and the Board of Directors to review the consolidated financial performance of our business.

We define Adjusted EBITDA as EBITDA (as defined above) further adjusted to give effect to adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes. Adjusted EBITDA is a material component of these covenants.

41The table below shows the reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended February 28, 2025, February 29, 2024 and February 28, 2023.

The table below shows the reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the years ended February 29, 2024, and February 28, 2023 and 2022.


	Year Ended February 28/29,
	2025		2024		2023
	(Dollars in thousands)
Net income	$	123,613	$	83,316	$	62,759
Depreciation	355,666		348,229		332,663
Amortization of lease premiums, discounts and incentives	21,682		20,420		20,574
Interest, net	247,923		229,050		204,606
Income tax provision	21,948		23,265		25,466

EBITDA	$	770,832	$	704,280	$	646,068

Adjustments:
Impairment of flight equipment	19,391		55,240		85,623

(Gain) loss on extinguishment of debt	(285)		—		636





Adjusted EBITDA	$	789,938	$	759,520	$	732,327

	Year Ended February 29,		Year Ended February 28,
	2024		2023		2022
	(Dollars in thousands)
Net income (loss)	$	83,316	$	62,759	$	(278,209)
Depreciation	348,229		332,663		337,528
Amortization of lease premiums, discounts and incentives	20,420		20,574		20,190
Interest, net	229,050		204,606		214,352
Income tax provision (benefit)	23,265		25,466		(7,998)
EBITDA	$	704,280	$	646,068	$	285,863
Adjustments:
Impairment of flight equipment	55,240		85,623		452,250
Loss on extinguishment of debt	—		636		14,156
Adjusted EBITDA	$	759,520	$	732,327	$	752,269

Limitations of EBITDA and Adjusted EBITDA

An investor or potential investor may find EBITDA and Adjusted EBITDA important measures in evaluating our performance, results of operations and financial position. We use these non-U.S. GAAP measures to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be viewed in isolation or as substitutes for U.S. GAAP measures of income (loss). Material limitations in making the adjustments to our income (loss) to calculate EBITDA and Adjusted EBITDA, and using these non-U.S. GAAP measures as compared to U.S. GAAP net income (loss), income (loss) from continuing operations and cash flows provided by or used in operations, include:

•depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our aircraft, which affects the aircraft’s availability for use and may be indicative of future needs for capital expenditures;

•the cash portion of income tax provision (benefit) generally represents charges (gains), which may significantly affect our financial results; and

•adjustments required in calculating covenant ratios and compliance as that term is defined in the indenture governing our senior unsecured notes which may not be comparable to similarly titled measures used by other companies.

EBITDA and Adjusted EBITDA are not alternatives to net income (loss), income (loss) from operations or cash flows provided by or used in operations as calculated and presented in accordance with U.S. GAAP. You should not rely on these non-U.S. GAAP measures as a substitute for any such U.S. GAAP financial measure. We strongly urge you to review the reconciliations to U.S. GAAP net income (loss), along with our consolidated financial statements included elsewhere in this report. We also strongly urge you not to rely on any single financial measure to evaluate our business. In addition, because EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, EBITDA and Adjusted EBITDA as presented in this report, may differ from and may not be comparable to similarly titled measures used by other companies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. These risks are highly sensitive to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates. Our primary interest rate exposures relate to our floating rate debt obligations. Rent payments under our aircraft lease agreements typically do not vary during the term of the lease according to changes in interest rates. However, our borrowing agreements generally require payments based on a variable interest rate index, such as SOFR or an alternative reference rate. Therefore, to the extent our borrowing costs are not fixed, increases in interest rates may reduce our net income by increasing the cost of our debt without any corresponding increase in rents or cash flow from our securities.

during the term of the lease according to changes in interest rates. However, our borrowing agreements generally require payments based on a variable interest rate index, such as SOFR or an alternative reference rate. Therefore, to the extent our borrowing costs are not fixed, increases in interest rates may reduce our net income by increasing the cost of our debt without any corresponding increase in rents or cash flow from our securities.

Sensitivity Analysis

The following discussion about the potential effects of changes in interest rates is based on a sensitivity analysis, which models the effects of hypothetical interest rate shifts on our financial condition and results of operations. Although we believe a sensitivity analysis provides the most meaningful analysis permitted by the rules and regulations of the SEC, it is constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by the inability to include the extraordinarily complex market reactions that normally would arise from the market shifts modeled. Although the following results of a sensitivity analysis for changes in interest rates may have some limited use as a benchmark, they should not be viewed as a forecast. This forward-looking disclosure also is selective in nature and addresses only the potential interest expense impacts on our financial instruments. It also does not include a variety of other potential factors that could affect our business as a result of changes in interest rates.

As of February 2928, ~~2024~~2025, a hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an interest expense increase/decrease of $34.4 million and $34.4 million, respectively, over the next ~~twelve~~12 months.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and notes thereto, referred to in Item 15(A)(1) of this Annual Report, are filed as part of this Annual Report and appear in this Annual Report beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as appropriate, to allow timely decisions regarding required disclosure. An evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures as of February 2928, ~~2024~~2025. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of February 2928, ~~2024~~2025.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

43Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting as of February 28, 2025. The assessment was based on criteria established in the Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of February 28, 2025.

may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting as of February 29, 2024. The assessment was based on criteria established in the Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of February 29, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended February 2928, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

4445

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Pursuant to Item 401(b) of Regulation S-K, the requisite information pertaining to our executive officers is reported immediately following Item 4 of Part I of this Annual Report. The identification of our Audit Committee and our Audit Committee financial experts is posted on our website at www.aircastle.com under “ABOUT - COMMITTEE COMPOSITION”. Information regarding our Code of Business Ethics and Conduct, any material amendments thereto and any related waivers is posted on our website at www.aircastle.com under “ESG”.

Information about our Directors. The members of the Board of Directors of the Company (the “Board”) are Douglas A. Hacker, Naoshi Hirose, Michael J. Inglese, ~~Taro Kawabe,~~ Keiji Okuno, Charles W. Pollard, ~~and~~ Takayuki Sakakida and Takashi Tsunoda.

Name						Age
Douglas A. Hacker						6869
Naoshi Hirose						6162
Michael J. Inglese						6364
Taro Kawabe						56
Keiji Okuno						61
Keiji Okuno						60
Charles W. Pollard						67
Charles W. Pollard						66
Takayuki Sakakida (Chairman)						53
Takayuki Sakakida (Chairman)						52
Takashi Tsunoda						50

Douglas A. Hacker was appointed to our Board on March 27, 2020 following the consummation of the Merger and served on the prior Board of Aircastle Limited from August 2, 2006 to the consummation of the Merger. Mr. Hacker is currently an independent business executive and formerly served as Executive Vice President, Strategy for UAL Corporation, an airline holding company, and has served in such position from December 2002 to May 2006. Prior to that, Mr. Hacker served with UAL Corporation as President, UAL Loyalty Services from September 2001 to December 2002, and as Executive Vice President and Chief Financial Officer from July 1999 to September 2001. Mr. Hacker served as a director of Travelport from 2016 until May 2019. Mr. Hacker serves as the Co-Chair of a series of open-end investment companies that are part of the Columbia Threadneedle family of mutual funds and as an independent director and Chair of the Board of Directors of SpartanNash Company.

Naoshi Hirose was appointed to our Board ason of April 8, 2024. Currently holding the position of Managing Executive Officer and serving as the Regional CEO for the Americas, ~~as well as the Regional COO for North & Central Americas~~ at Marubeni, he also holds the role of President and CEO of Marubeni America Corporation. Mr. Hirose joined Marubeni in January 2023 and from April 2023 he held the positions of Managing Executive Officer and Senior Operating Officer for CSO, in which he served as a Member of the Corporate Management Committee, exercising oversight of Marubeni group’s business operations. Prior to joining Marubeni, Mr. Hirose served the Ministry of Economy, Trade, and Industry in Japan for over 35 years, holding key positions, including Vice-Minister for International Affairs. Mr. Hirose’s academic background includes a bachelor's degree from the Faculty of Law at Tokyo University in Tokyo and a Master’s degree from the Princeton School of Public and International Affairs at Princeton University. With over three decades of such experience, Mr. Hirose contributes a wealth of expertise to the Board, notably in operational management, strategic planning, and financial matters pertinent to the aviation sector.

Michael J. Inglese was appointed to our Board on March 27, 2020 following the consummation of the Merger and served on the prior Board of Aircastle Limited from June 2017 to the consummation of the Merger. He became our Chief Executive Officer in June 2017, having served as Aircastle’s Acting Chief Executive Officer from January 2017. He was previously our Chief Financial Officer from April 2007 to January 2017. Prior to joining the Company, Mr. Inglese served as Chief Financial Officer of PanAmSat Holding Corporation from June 2000 until the closing of PanAmSat’s sale to Intelsat in July 2006. Mr. Inglese joined PanAmSat in May 1998 as Vice President, Finance after serving as Chief Financial Officer for DIRECTV Japan, Inc. He is a Chartered Financial Analyst who holds a BS in Mechanical Engineering from Rutgers University College of Engineering and his MBA from Rutgers Graduate School of Business Management.

4546

~~Taro~~Keiji ~~Kawabe~~Okuno was appointed to our Board on ~~March~~September 2726, ~~2020~~2022. ~~following~~Before ~~the~~joining ~~consummation~~Aircastle, ~~of the Merger.~~ Mr. ~~Kawabe~~Okuno iswas ~~currently~~Senior anVice ~~Executive~~President ~~Officer,~~of ~~Chief~~PNB-Mizuho ~~Operating~~Leasing ~~Officer~~& ~~of the~~ Finance, ~~Leasing~~Corporation and ~~Real~~is ~~Estate~~also ~~Business~~a ~~Division~~Director of ~~Marubeni. Previously,~~PNB-Mizuho heEquipment ~~was~~& ~~Senior~~Rental ~~Operating~~Corporation. ~~Officer~~From ofJanuary ~~the~~2019 ~~Finance~~to ~~and~~November ~~Leasing~~2019, ~~Business~~Mr. ~~Division~~Okuno ofwas ~~Marubeni~~Deputy ~~from~~General ~~April~~Manager ~~2019~~of toMizuho ~~March~~Leasing ~~2020~~Ltd. Prior to ~~that~~joining Mizuho Leasing Co. Ltd., Mr. ~~Kawabe~~Okuno ~~was~~had ~~the~~over ~~General~~15 ~~Manager~~years ofat ~~the~~ORIX ~~Leasing~~Group ~~Business~~in ~~Department~~various ofroles, ~~Marubeni~~including ~~from~~Vice ~~April~~President, ~~2016~~Global toBusiness ~~March~~Group, ~~2019. Mr.~~Executive ~~Kawabe~~Vice ~~joined~~President, ~~Marubeni~~and inManaging ~~April 1990~~Director. Mr. ~~Kawabe~~Okuno received ~~his~~a ~~degree~~BA from ~~Waseda~~Dokkyo University inand ~~1990~~a diploma from New York University. Mr. Okuno is a CPA.

Keiji Okuno was appointed to our Board as of September 26, 2022. Before joining Aircastle, Mr. Okuno was Senior Vice President of PNB-Mizuho Leasing & Finance Corporation and is also a Director of PNB-Mizuho Equipment & Rental Corporation. From January 2019 to November 2019, Mr. Okuno was Deputy General Manager of Mizuho Leasing Ltd. Prior to joining Mizuho Leasing Co. Ltd., Mr. Okuno had over 15 years at ORIX Group in various roles including Vice President, Global Business Group, Executive Vice President, and Managing Director. Mr. Okuno received a B.A. from Dokkyo University and a diploma from New York University. Mr. Okuno is a CPA.

Charles W. Pollard was appointed to our Board on March 27, 2020 following the consummation of the Merger and served on the prior Board of Aircastle Limited from July 6, 2010 to the consummation of the Merger. Mr. Pollard joined Omni Air International, Inc., a passenger charter carrier, in 1997, where he served variously as Managing Director, President and CEO, and Vice Chairman until 2009. Previously, he spent 10 years in senior management positions, including President and CEO, at World Airways, Inc. Prior to joining World Airways, Inc., he practiced corporate law at Skadden, Arps, Slate, Meagher & Flom. He currently serves on the board of directors of Allegiant Travel Company.

Takayuki Sakakida was appointed to our Board on March 27, 2020 upon the consummation of the Merger and served on the prior Board of Aircastle Limited from June 9, 2017 to the consummation of the Merger, and was nominated by Marubeni. Mr. Sakakida was appointed Chairman of our Board on April 17, 2024. In December 2020, Mr. Sakakida was appointed as Senior Advisor to the CEO of the Company. In April 2019, Mr. Sakakida was appointed as General Manager, Finance & Leasing Business Dept. –- II, Marubeni Corporation. In April 2017, Mr. Sakakida was appointed as Vice President and General Manager, Aerospace and Ship Unit, Marubeni America Corporation, which is a subsidiary of Marubeni, a general trading company, engaged as an intermediary, importer/exporter, facilitator or broker in various types of trade between and among business enterprises and countries. ~~In April 2016, Mr. Sakakida was appointed as Assistant General Manager, Aerospace and Defense Systems Department, Marubeni.~~ From April 2015 to April 2016, he served as General Manager, Business Administration Section, Aerospace and Defense Systems Department of Marubeni. Corporation. From April 2011 to 2015, he seconded to MD Aviation Capital Pte Ltd (Singapore) as Managing Director. Mr. Sakakida has over 1820 years’ of experience in the aviation industry and brings to the Board extensive experience in operations, strategic planning and financial matters relevant to the aviation industry. ~~He maintains high-level contacts with major manufacturers in the aviation industry as well as Asian airlines which may in the future be customers of the Company.~~

Takashi Tsunoda was appointed to our Board on June 7, 2024. Mr. Tsunoda joined Marubeni in 1997 and is currently General Manager of the Asset Finance Department. Previously, he was the President and CEO of Marubeni Capital America, a wholly-owned subsidiary of Marubeni Corporation and also served as a Board Member of Nowlake Technology LLC, a U.S. fintech company, from April 2021 to March 2024. Mr. Tsunoda holds an MBA in finance and accounting from Indiana University’s Kelley School of Business and a BA in Political Science from Waseda University, Tokyo.

Information about our Executive Officers. The names of the executive officers of the Company and their ages, titles and biographies may be found in: Information about our Executive Officers.

Code of Business Conduct and Ethics. To help ensure that the Company abides by applicable corporate governance standards, our Board has adopted a Code of Business Conduct and Ethics and a Code of Ethics for Chief Executive and Senior Financial Officers, which are posted on our website at http://www.aircastle.com under “ESG” and which are available in print to any shareholder of the Company upon request.

~~Audit~~Insider ~~Committee~~Trading ofPolicies ~~the~~and ~~Board~~Procedures. ofWe ~~Directors. Takayuki~~are ~~Sakakida~~a ~~(Chairman)~~privately held, ~~Keiji~~voluntary ~~Okuno~~reporting company and ~~Douglas~~there Ais no established public trading market for our securities. ~~Hacker~~As ~~are~~a ~~designated~~result, asthe ~~members~~Company has not adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and the ~~Audit~~Company ~~Committee~~itself.

Audit Committee of the Board of Directors. Takayuki Sakakida (Chairman), Keiji Okuno and Douglas A. Hacker are designated as members of the Audit Committee. Roy Chandran, our Chief Financial Officer, is also a member of the Audit Committee.

In addition, our Board has determined that Mr. Hacker is qualified as an audit committee financial expert, under the SEC rules.

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ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our ~~2023~~2024 fiscal year began on March 1, ~~2023~~2024 and ended on February 29 28, ~~2024~~2025. All references herein to a year shall mean our fiscal year unless otherwise noted.

This Compensation Discussion and Analysis describes and analyzes our executive compensation philosophy and programs. This Compensation Discussion and Analysis focuses on the compensation paid for our ~~2023~~2024 fiscal year to our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers, together referred to as our named executive officers (“NEOs”). For ~~2023~~2024, our NEOs were:

Named Executive Officer Title Michael J. Inglese Chief Executive Officer Roy Chandran Chief Financial Officer Douglas C. Winter Chief Commercial Officer Christopher L. Beers Former Chief Legal Officer & Secretary Paul O’Callaghan Chief Operations Officer

~~Paul~~Christopher ~~O’Callaghan,~~L. ~~formerly~~Beers, ~~EVP,~~our ~~Portfolio~~former ~~Management,~~Chief ~~was~~Legal ~~appointed~~Officer ~~and~~& ~~promoted~~Secretary, toretired ~~Chief~~from ~~Operations Officer of~~ the Company effective ~~March~~February 128, ~~2023~~2025.

Pay for Performance Philosophy

We believe executive compensation should be tied to Company performance weighted in favor of long-term performance, and our compensation program for ~~2023~~2024 rewarded executives and employees in two areas:

•Annual Corporate Performance: Achievement of internal corporate financial metrics focused on: (i) profit before tax; (ii) cash flow; and (iii) growth through new investments; ~~and~~ (~~iv) discrete objectives (~~as described below); and

•Individual Performance: Achievement of individual performance goals set at the beginning of each year.

For ~~2023~~2024, we granted an annual incentive compensation award in the form of a cash bonus, the payment of which was based on the achievement of a mix of corporate financial metrics and individual performance goals. For more highly compensated employees, including our NEOs, achievement of the corporate financial metrics carried a greater weighting relative to individual performance, as illustrated in the table below:


Position	Corporate Performance	Individual Performance
CEO	85%	15%
Other NEOs	80%	20%

~~2023~~2024 Corporate Financial Metrics. We based corporate performance targets on the Company’s business plan and established a performance range for each metric. Results below the low end of each range would yield a minimum contribution of 50% to the Company’s incentive compensation pool for that metric. Conversely, performance above target would result in an enhanced contribution to the Company’s incentive compensation pool, up to a 150% contribution at the upper end of the performance range for each metric. For ~~2023~~2024, we established the following targets, performance ranges and relative weightings for the corporate financial metrics:

Metric	~~2023~~2024 Target(in millions)		Performance Range	Weighted Score
Profit before tax(1)	$	59100.0	50%-150%	4050%
Cash flow(2)	$	~~373~~383.0	50%-150%	2025%
Net investments(3)	$	1,~~335~~720.0	50%-150%	2025%
Discrete objectives (4)	$	—	50%-150%	20%

_______________

(1)Profit before tax is Income (loss) from continuing operations before income taxes and earnings of unconsolidated equity method investments, plus earnings of unconsolidated equity method investments.48

(1)Profit before tax is Income from continuing operations before income taxes and earnings of unconsolidated equity method investments, plus earnings of unconsolidated equity method investments.

(2)Cash flow for a period is Cash Flow from Operations plus distributions from our joint venture investment, if any.

(3)New investments measures the total annual amount invested in aviation assets.

(4)Our discrete objectives are a qualitative rating based on our performance in maintaining our investment grade ratings, managing our assets and effectiveness on placements given the market environment.

Individual Performance Goals. We set individual performance goals for every employee at the beginning of each year and measure each employee’s performance against those goals at the end of the year to determine incentive compensation levels. We set individual bonus targets based on an employee’s function, role and seniority within the organization, among other factors.

For ~~2023~~2024, we determined the final amount of our annual incentive compensation awards for each employee by applying the weighted corporate financial metrics and individual performance goals, and such awards were paid out to our executive officers in the form of cash.

For additional retention purposes, we also granted long term incentive awards in ~~2023~~2024 as part of our long term incentive award program ~~that was introduced in 2021~~ – see below for further discussion of our long-term incentive award program.

Compensation Overview

For ~~2023~~2024, there were three primary elements of total direct compensation: base salary, annual incentive compensation in the form of a cash bonus, and a long term incentive plan award.

Base Salary. Base salaries provide fixed compensation and allow us to attract and retain talented management. We set base salaries for our NEOs and review them periodically by taking into account the current market environment and the responsibilities, experience, value to the Company and demonstrated performance of our NEOs.

Annual Incentive Compensation. We grant an annual incentive compensation award in the form of a cash bonus based on the Company’s performance against corporate financial metrics and performance against individual performance goals.

Long-Term Incentive Plan. In 2021, we introduced a long term incentive (“LTI”) award program, in the form of long term cash awards, for our executive officers and certain other senior professionals. The LTI awards are intended to enhance management retention by rewarding participants for exceptional performance over a three-year performance period using the internal rate of return with respect to our common shareholders’ book equity (“Book Equity IRR”) as the measure of long-term performance. Each fiscal year within the three-year performance period constitutes a performance year. Our LTI awards are granted with a target award amount, whereby one-third of the target award relates to each performance year. The annual award earned in respect of a given performance year is adjusted based on the Book Equity IRR achieved for the given performance year. The Book Equity IRR for each performance year is evaluated against a performance range in order to determine the target annual award earned. The LTI awards yield a minimum payout of 50% and a maximum payout of 150% of the target annual award.

For maximum retention, our executive officers’ LTI awards cliff-vest at the end of the three-year performance period subject to continued employment through such date. Prior to his appointment as our Chief Operations Officer effective March 1, 2023, Mr. O’Callaghan was granted non-executive officer LTI awards in 2022 and 2021 that vest annually on the last day of each performance year, subject to his continued employment through such date.

Our LTI awards granted in ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 have the following performance ranges with results between the minimum and target and the maximum and target being interpolated on a linear basis.

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Annual Performance Range for LTI Awards

Book Equity IRR

2023 LTI Awards

2022 LTI Awards

2021 LTI Awards

% of Target Annual Award Earned

2024 LTI Awards

2023 LTI Awards

2022 LTI Awards

% of Target Annual Award Earned

Equal to or greater than 5%

Equal to or greater than 4%

Equal to or greater than 6%

150%

Equal to or greater than 6.2%

Equal to or greater than 5%

Equal to or greater than 4%

150%

Greater than 2.5% and less than 5%

Greater than 1.5% and less than 4%

Greater than 2.5% and less than 6%

Interpolated

Greater than 3.7% and less than 6.2%

Greater than 2.5% and less than 5%

Greater than 1.5% and less than 4%

Interpolated

Equal to 1.0% through 2.5%

Equal to 0.5% through 1.5%

Equal to 0.5% through 2.5%

100%

Equal to 2.2% through 3.7%

Equal to 1.0% through 2.5%

Equal to 0.5% through 1.5%

100%

Greater than -1.5% and less than 1.0%

Greater than -2.0% and less than 0.5%

Greater than -3.0% and less than 0.5%

Interpolated

Greater than -0.3% and less than 2.2%

Greater than -1.5% and less than 1.0%

Greater than -2.0% and less than 0.5%

Interpolated

Less than or equal to -1.5%

Less than or equal to -2.0%

Less than or equal to -3.0%

50%

Less than or equal to -0.3%

Less than or equal to -1.5%

Less than or equal to -2.0%

50%

Actual Performance for ~~2023~~2024 Performance Year. The Company’s financial performance reflects the ~~continued~~strong ~~expansion~~global ofpassenger ~~global~~demand for air ~~traffic~~travel and ~~strong~~robust demand for our narrow-body ~~passenger~~ aircraft, ~~OEM~~due ~~production~~to ~~issues~~ongoing ~~and~~OEM delivery delays, asand ~~well~~supply aschain ~~the improved financial health of our airline customers~~constraints. ~~Our~~The ~~financial results also are partly driven by the~~ increased demand for our aircraft through lease extension requests, ~~end-of-lease~~and ~~maintenance payments,~~ strong gains on sales ~~and~~contributed positively to our financial results, which are also partly driven by cash settlement proceeds received in respect of 4our contingent and possessed insurance policies for aircraft formerly on lease to Russian airlines. As a result, the Book Equity IRR for the ~~2023~~2024 performance year was 35.93%. Therefore, the portion of our ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 LTI awards related to the ~~2023~~2024 performance year were earned at ~~128~~132%, ~~148~~150% and ~~120~~150%, respectively. For our executive officers other than Mr. O’Callaghan, the ~~2021~~2022 LTI Awards cliff-vested on February ~~29, 2024 and the 2022 LTI awards will cliff-vest on February~~ 28, 2025. For all of our executive officers, the 2023 and 2024 LTI awards will cliff-vest on February 28, 2026 and 2027, respectively.

For our executive officers other than Mr. O’Callaghan, the ~~2021~~2022 LTI Awards that cliff-vested on February 2928, ~~2024~~2025, were earned with respect to each performance year during the three-year performance period as follows:

2021 LTI Awards
2022 LTI Awards
Performance Year	Book Equity IRR	% of Target Annual Award Earned
Fiscal Year 2021	Less than -3.0%	50%
Fiscal Year 2022	2.9%	128%
Fiscal Year 2022	2.9%	105.8%
Fiscal Year 2023	3.9%	148%
Fiscal Year 2023	3.9%	120%
Fiscal Year 2024	5.3%	150%

For Mr. O’Callaghan, the portion of his ~~2021~~2022 LTI Award payable for the ~~2023 performance year was earned at 120% and vested on February 29,~~ 2024, ~~and the portion of his 2022 LTI Award payable for the 2023~~ performance year was earned at ~~148~~150% and vested on February 2928, ~~2024~~2025.

Other Compensation. Our NEOs are eligible to receive severance payments and accelerated vesting of ~~restricted cash awards and~~ LTI awards in certain circumstances, as described in greater detail below in the section entitled “Potential Payments upon Termination or Change in Control”. Severance and change in control benefits provide transitional assistance for separated employees and are essential to recruiting and retaining talented executives in a competitive market. In addition, our NEOs are also eligible to participate in our employee benefit plans, including medical, dental, life insurance and ~~401(k)~~retirement plans. These plans are available to all employees and do not discriminate in favor of our NEOs.

Recoupment Policy. In January 2016, we adopted a clawback policy covering certain incentive compensation awarded to our executive officers. The policy requires reimbursement of incentive payments awarded to an executive officer based upon financial results that were subsequently the subject of a restatement due to the Company’s material noncompliance with financial reporting requirements. The amount of reimbursement would be to the extent that a lower payment would have been awarded to the executive based on the restated financial results. The policy applies to all incentive compensation awarded or paid to an executive officer in the three years prior to the restatement, even if the executive officer did not engage in conduct which contributed to the restatement. In addition, we may seek to recover any portion of incentive compensation when we determine that an executive officer engaged in a certain misconduct.

Retirement. For our executive officers, we have designed a qualifying retirement feature that will allow the LTI awards to continue to vest following retirement, subject to satisfaction of the Book Equity IRR performance objectives. For purposes of the LTI awards, a qualifying retirement means: (a) a retirement date no earlier than March 27, 2024; (b) the executive provides at least ~~twelve~~12 months' notice; (c) the executive is at least 55 years old on the date of retirement and (d) such individual is not an executive officer (or serving in any other senior commercial role) with certain competitors prior to the vesting date.

4950

and (d) such individual is not an executive officer (or serving in any other senior commercial role) with certain competitors prior to the vesting date.

Summary. The primary goals of our compensation programs are to attract, motivate and retain the most talented and dedicated employees and to align incentive compensation with Company performance.

~~2023~~2024 Compensation

Performance versus Corporate Financial Metrics. For ~~2023~~2024, the Company’s performance against its corporate financial metrics resulted in an incentive compensation pool equal to ~~119~~130% of the total target, as shown in the table below. Certain financial metrics, such as profit before tax ~~and cash flow~~, were impacted by the effects of the increased demand for our aircraft, ~~end-of-lease maintenance payments,~~ strong gains on sales and ~~cash~~ settlement proceeds received in respect of 4our contingent and possessed insurance policies for aircraft formerly on lease to Russian airlines.

Metric	~~2023~~2024 Target(in millions)		Weighting	~~2023~~2024 Performance (in millions)		Performance Range	Performance	Weighted Score
Profit before tax	$	59100.0	4050%	$	~~106~~145.6	50% - 150%	~~150~~138%	6069	%
Cash flow	$	~~373~~383.0	2025%	$	~~370~~464.30	50% - 150%	97150%	1937	%
New investments	$	1,~~355~~720.0	2025%	$	1,~~344~~637.91	50% - 150%	9995%	2024	%
Discrete objectives	—		20%	—		50% - 150%	100%	20	%
Total								130	%
Total								119	%

Performance versus Individual Performance Goals. For ~~2023~~2024, the performance of each of our NEOs against the individual performance goals was equal to ~~110~~115% of target, with the exception of Mr. Chandran whose performance was equal to 125% of target.

The Compensation Committee took the following actions related to fiscal year ~~2023~~2024 annual incentive compensation for our NEOs, which was determined solely based on the achievement of the corporate financial metrics and individual performance goals:

Named Executive Officer						~~2023~~2024 Incentive Compensation
Michael J. Inglese						$~~884~~959,~~288~~974 cash
Roy Chandran						$~~675~~743,~~280~~084 cash
Douglas C. Winter						$~~675~~731,~~280~~584 cash
Christopher L. Beers						$~~675~~731,~~280~~584 cash
Paul O’Callaghan						$~~493~~542,~~366~~764 cash

How We Make Decisions

Risk. The Compensation Committee reviews the risks and rewards associated with the Company’s compensation programs. We believe that our compensation programs encourage prudent business judgment and appropriate risk-taking, with the overall goal of building sustainable and profitable growth.

We believe none of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.

Role of Executive Officers. For ~~2023~~2024, the Compensation Committee set the corporate financial metrics at the beginning of the year based on the annual business plan endorsed by the Board. The Compensation Committee also set individual performance goals for the Chief Executive Officer, who in turn established individual performance goals for the other NEOs. Regularly during the year, the senior management team presented to us the Company’s actual performance against the corporate performance metrics. The Compensation Committee shared these discussions with the full Board on a regular basis.

50Grant Policies and Practices. We do not currently grant equity-based awards. As such, we do not currently have any policies or practices in place with respect to the timing of equity-based awards in relation to the disclosure of material non-public information.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board is currently comprised of three Directors and operates pursuant to a written charter, which is available at http://www.aircastle.com under “ESG.”

The Compensation Committee is primarily responsible for reviewing, approving and overseeing the Company’s compensation plans and practices and works with management to establish the Company’s executive compensation philosophy and programs.

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and based on that review and discussion, has recommended to the Board that it be included in this Form 10-K.

Respectfully submitted,

The Compensation Committee

Charles W. Pollard, Chair

Takayuki Sakakida

Michael J. Inglese

5152

Summary Compensation Table for ~~2023~~2024

The table below sets forth information regarding fiscal years ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 compensation for each of our NEOs.

				Awards
Name and Principal Position	Fiscal Year	Salary		Bonus(1)		Non-Equity Incentive Plan(2)		All Other Compensation(3)		Total
Michael J. Inglese	~~2023~~2024	$	750,000	$	~~939~~951,~~660~~788	$	23,~~298~~551,~~667~~503	$	1516,~~540~~657	$	45,~~003~~269,~~867~~948
Chief Executive Officer	~~2022~~2023	750,000		1939,~~036,185~~660		—2,298,667		1415,~~607~~540		14,~~800~~003,~~792~~867
	2021	750,000		678,060		—		13,340		1,441,400
	2022	750,000		1,036,185		—		14,607		1,800,792
Roy Chandran	~~2023~~2024	$	575,000	$	~~639~~707,~~026~~280	$	~~551~~1,~~680~~136,481	$	1516,~~540~~657	$	12,~~781~~435,~~246~~418
Chief Financial Officer	~~2022~~2023	~~525~~575,000		~~568~~639,~~407~~026		—551,680		1415,~~607~~540		1,~~108~~781,~~014~~246
	2021	475,000		300,240		—		13,440		788,680
	2022	525,000		568,407		—		14,607		1,108,014
Douglas C. Winter	~~2023~~2024	$	575,000	$	~~704~~715,~~838~~280	$	~~919~~1,~~467~~420,603	$	1516,~~540~~657	$	2,~~214~~727,~~845~~540
Chief Commercial Officer	~~2022~~2023	575,000		~~692~~704,~~133~~838		—919,467		1415,~~607~~540		12,~~281~~214,~~740~~845
	2021	575,000		375,300		—		13,508		963,808
	2022	575,000		692,133		—		14,607		1,281,740
Christopher L. Beers	2023	$	575,000	$	704,838	$	919,467	$	15,540	$	2,214,845
Christopher L. Beers(4)	2024	$	575,000	$	715,280	$	1,420,603	$	67,478	$	2,778,361
Chief Legal Officer &	~~2022~~2023	575,000		~~692~~704,~~133~~838		—919,467		1415,~~607~~540		12,~~281~~214,~~740~~845
Secretary	~~2021~~2022	575,000		~~375~~692,~~300~~133		—		1314,~~987~~607		~~964~~1,~~287~~281,740
Paul O’Callaghan (4)	2023	$	450,025	$	372,838	$	96,160	$	54,003	$	973,026
Paul O’Callaghan (5)	2024	$	445,312	$	496,177	$	51,903	$	57,335	$	1,050,727
Chief Operations Officer	2023	450,025		372,838		96,160		54,003		973,026

_______________

(1)Bonus compensation consists of: (i) cash bonuses, (ii) the portion of 2020 bonus restricted cash awards vested in 2022, 2023 and ~~2023~~2024, and (iii) the portion of 2019 bonus restricted cash awards vested in ~~2021 and~~ 2022.

(2)See Compensation Overview-Long Term Incentive Plan above for information regarding our cash-based LTI awards granted in ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022. Pursuant to SEC rules, amounts paid out to our NEOs with respect to our cash-based LTI awards will be reported in the “Non-Equity Incentive Plan” column of the Summary Compensation Table for the year earned, not the year in which the LTI award was originally granted. Accordingly, the amounts reported represents (i) for ~~2023~~2024, ~~represents~~the 2022 LTI awards granted to our NEOs (other than Mr. O’Callaghan), which vested on February 28, 2025 and (ii) for 2023, the 2021 LTI awards granted to our NEOs (other than Mr. O’Callaghan), which vested on February 29, 2024. See footnote (45) below for additional information regarding Mr. O’Callaghan’s cash-based LTI awards.

(3)The amounts reported in this column consist of Company contributions made to each named executive officer’s retirement plan account and certain insurance premiums paid by the Company.

(4) ~~Paul O’Callaghan became one of the Company’s NEOs for 2023 as a result of his appointment and promotion to Chief Operations Officer effective March 1, 2023.~~ The amount reported in the “~~Non-Equity~~All ~~Incentive~~Other ~~Plan~~Compensation” column ~~relates~~for ~~to non-executive, cash-based LTI awards granted to~~ Mr. ~~O’Callaghan~~Beers inalso ~~2022~~includes ~~and~~$50,821 ~~2021~~of ~~prior~~accrued tovacation ~~his~~time ~~appointment~~paid as ~~Chief~~part ~~Operations~~of ~~Officer,~~his ~~which~~retirement. See ~~vested~~“Mr. ~~with~~Beers’ ~~respect~~Retirement toAgreement” ~~the 2023 performance year on February 29, 2024 and were paid out immediately upon vesting~~below.

52(5)Paul O’Callaghan became one of the Company’s NEOs for 2023 as a result of his appointment and promotion to Chief Operations Officer effective March 1, 2023. The amount reported in the “Non-Equity Incentive Plan” column relates to non-executive, cash-based LTI awards granted to Mr. O’Callaghan in 2022 and 2021 prior to his appointment as Chief Operations Officer, which vested with respect to the 2024 and 2023 performance years on February 28, 2025 and February 29, 2024, respectively, and were paid out immediately upon vesting.

~~Grants of Plan-Based Awards for 2023~~53

					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)(3)
Name	Grant Date	Vesting Date	Grant of Cash LTI Award (1)		Minimum ($)		Target ($)		Maximum ($)
Michael J. Inglese	May 1, 2023	February 28, 2026	$	2,500,000	$	1,900,418	$	2,733,752	$	3,567,086
Roy Chandran	May 1, 2023	February 28, 2026	$	1,000,000	$	760,168	$	1,093,502	$	1,426,836
Douglas C. Winter	May 1, 2023	February 28, 2026	$	1,000,000	$	760,168	$	1,093,502	$	1,426,836
Christopher L. Beers	May 1, 2023	February 28, 2026	$	1,000,000	$	760,168	$	1,093,502	$	1,426,836
Paul O’Callaghan	May 1, 2023	February 28, 2026	$	426,919	$	324,529	$	466,836	$	609,142

Grants of Plan-Based Awards for 2024


					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)(3)
Name	Grant Date	Vesting Date	Grant of Cash LTI Award (1)		Minimum ($)		Target ($)		Maximum ($)
Michael J. Inglese	April 17, 2024	February 28, 2027	$	2,500,000	$	1,935,002	$	2,768,336	$	3,601,670

Roy Chandran	April 17, 2024	February 28, 2027	$	1,000,000	$	774,002	$	1,107,336	$	1,440,670

Douglas C. Winter	April 17, 2024	February 28, 2027	$	1,000,000	$	774,002	$	1,107,336	$	1,440,670

Christopher L. Beers	April 17, 2024	February 28, 2027	$	1,000,000	$	774,002	$	1,107,336	$	1,440,670

Paul O’Callaghan	April 17, 2024	February 28, 2027	$	411,831	$	318,757	$	456,034	$	593,311

_______________

(1)Represents the aggregate target amount of our cash-based LTI awards granted to our NEOs in ~~2023~~2024.

(2)The LTI awards yield a minimum payout of 50% and a maximum payout of 150% of the target annual award. These amounts in the table reflect actual performance for the ~~2023~~2024 performance year (~~120~~132%) and estimated minimum, target, and maximum amounts for the 2024 and 2025 performance years. See Compensation Overview – Long Term Incentive Plan above for information regarding our cash-based LTI awards.

(3)Pursuant to SEC rules, amounts paid out to our NEOs with respect to our cash-based LTI awards will be reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the year earned, not the year granted. Accordingly, see the Summary Compensation Table for ~~2023~~2024 for the total amounts paid out to our NEOs with respect to the ~~2021~~2022 LTI awards granted to our NEOs (other than Mr. O’Callaghan), which vested on February 2928, ~~2024~~2025. See footnote (45) to the Summary Compensation Table for ~~2023~~2024 for additional information regarding the vesting and payment of Mr. O’Callaghan’s 2021 and 2022 LTI awards.

Employment Agreements with NEOs

Through our subsidiaries, Aircastle Advisor LLC and Aircastle (Ireland) Designated Activity Company, we have entered into an employment agreement (as amended) with each of our NEOs. These employment agreements generally provide for payment of an annual base salary and the executives’ eligibility to receive an ~~annual~~performance-based ~~cash~~incentives ~~bonus~~ with indicated target annual cash bonus and LTI award levels.

Each employment agreement provides that the NEO is employed “at-will” and may be terminated at any time and for whatever reason by either us or him. A summary of the payments and benefits to be provided to the NEOs upon a termination of employment, along with a description of the restrictive covenants applicable to each NEO, is set forth below in the section entitled “Potential Payments upon Termination or Change in Control.”

53Mr. Beers’ Retirement and Consulting Agreement

On October 21, 2024, we entered into a retirement and consulting agreement with Mr. Beers in connection with his retirement, effective February 28, 2025 (the “Retirement Date”). Pursuant to his retirement and consulting agreement, Mr. Beers continued to serve as Chief Legal Officer & Secretary through the Retirement Date and received his base salary and all other components of his usual and customary compensation and benefits, including a cash bonus for the 2024 performance year paid at the regular time based on actual achievement of the corporate financial metrics and individual performance goals for 2024. He will not receive any new cash-based LTI awards for 2025 or any year thereafter, however he will continue to vest in all of his outstanding unvested LTI awards in accordance with the qualifying retirement feature as if he were a full-time employee of the Company, subject to satisfaction of the Book Equity IRR performance objectives. Additionally, during the period starting on March 1, 2025 and continuing for a period of 12 months thereafter, Mr. Beers will be engaged as an independent senior adviser to the Company, providing advice on matters as needed by the Company, including with respect to ongoing Russian aircraft litigation and insurance settlements. The provisions of the retirement and consulting agreement are subject to Mr. Beers’ execution and non-revocation of a release of claims and his continued compliance with the restrictive covenants applicable to him.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table and summary set forth potential amounts payable to our NEOs upon termination of employment or a change in control, as described below. The table below reflects amounts payable to our NEOs assuming termination of employment on February 2928, ~~2024~~2025:

Name and Principal Position	Voluntary resignation by executive		Termination by us for cause		Termination by us without cause		Termination by us without cause or by executive for good reason following change in control(1)		Termination by executive for good reason		Normal retirement		Death or disability
Michael J. Inglese
Cash Severance	$	—	$	—	$	1,500,000	$	3,000,000	$	1,500,000	$	—	$	—
Pro-rata Bonus (assumes February 29 termination)	—		—		750,000		750,000		750,000		—		750,000
Pro-rata Bonus (assumes February 28 termination)	—		—		750,000		750,000		750,000		—		750,000
COBRA Reimbursement	—		—		7478,~~772~~484		7478,~~772~~484		7478,~~772~~484		—		7478,~~772~~484
Vacation	80,769		80,769		80,769		80,769		80,769		80,769		80,769
Remainder of Restricted Cash and LTI Awards(1)	—		—		89,~~234~~470,~~753~~258		89,~~234~~470,~~753~~258		89,~~234~~470,~~753~~258		—		89,~~234~~470,~~753~~258
Roy Chandran
Cash Severance	$	—	$	—	$	1,150,000	$	2,300,000	$	1,150,000	$	—	$	—
Pro-rata Bonus (assumes February 29 termination)	—		—		575,000		575,000		575,000		—		575,000
Pro-rata Bonus (assumes February 28 termination)	—		—		575,000		575,000		575,000		—		575,000
COBRA Reimbursement	—		—		7478,~~772~~484		7478,~~772~~484		7478,~~772~~484		—		7478,~~772~~484
Vacation	61,923		61,923		61,923		61,923		61,923		61,923		61,923
Remainder of Restricted Cash and LTI Awards(1)	—		—		23,~~680~~503,~~328~~986		23,~~680~~503,~~328~~986		23,~~680~~503,~~328~~986		—		23,~~680~~503,~~328~~986
Douglas C. Winter
Cash Severance	$	—	$	—	$	1,150,000	$	2,300,000	$	1,150,000	$	—	$	—
Pro-rata Bonus (assumes February 29 termination)	—		—		575,000		575,000		575,000		—		575,000
Pro-rata Bonus (assumes February 28 termination)	—		—		575,000		575,000		575,000		—		575,000
COBRA Reimbursement	—		—		5860,~~018~~943		5860,~~018~~943		5860,~~018~~943		—		5860,~~018~~943
Vacation	61,923		61,923		61,923		61,923		61,923		61,923		61,923
Remainder of Restricted Cash and LTI Awards(1)	—		—		3,~~306~~788,~~903~~108		3,~~306~~788,~~903~~108		3,~~306~~788,~~903~~108		—		3,~~306~~788,~~903~~108
Christopher L. Beers
Christopher L. Beers(2)
Cash Severance	$	—	$	—	$	~~1,150,000~~—	$	~~2,300,000~~—	$	~~1,150,000~~—	$	—	$	—
Pro-rata Bonus (assumes February 29 termination)	—		—		575,000		575,000		575,000		—		575,000
Pro-rata Bonus (assumes February 28 termination)	—		—		—		—		—		731,584		—
COBRA Reimbursement	—		—		~~74,772~~—		~~74,772~~—		~~74,772~~—		—		~~74,772~~—
Vacation	~~61,923~~—		~~61,923~~—		~~61,923~~—		~~61,923~~—		~~61,923~~—		6150,~~923~~821		~~61,923~~—
Remainder of Restricted Cash and LTI Awards(1)	—		—		~~3,306,903~~—		~~3,306,903~~—		~~3,306,903~~—		—3,788,108		~~3,306,903~~—
									—
Paul O’Callaghan
Cash Severance	$	—	$	—	$	~~876~~845,~~305~~334	$	1,~~752~~690,~~610~~669	$	~~876~~845,~~305~~334	$	—	$	—
Pro-rata Bonus (assumes February 29 termination)	—		—		426,918		426,918		426,918		—		426,918
Pro-rata Bonus (assumes February 28 termination)	—		—		411,830		411,830		411,830		—		411,830
Health Insurance Benefits	—		—		34,~~867~~122		34,~~867~~122		34,~~867~~122		—		34,~~867~~122
Vacation	4846,~~396~~685		4846,~~396~~685		4846,~~396~~685		4846,~~396~~685		4846,~~396~~685		4846,~~396~~685		4846,~~396~~685
Remainder of Restricted Cash and LTI Awards(1)	—		—		~~598~~1,~~865~~026,912		~~598~~1,~~865~~026,912		~~598~~1,~~865~~026,912		—		~~598~~1,~~865~~026,912

_______________

(1)Includes the ~~portion of 2020 bonus restricted cash awards vesting on March 1, 2024, the~~ 2022 LTI awards (or for Mr. O’Callaghan, the applicable portion thereof) vesting on February 28, 2025, ~~and~~ the 2023 ~~LIT~~LTI awards vesting on February 28, 2026 and the 2024 LTI awards vesting on February 28, 2027.

54(2)Christopher L. Beers, our former Chief Legal Officer & Secretary, retired from the Company effective February 28, 2025. See the section entitled “Mr. Beer’s Retirement and Consulting Agreement” above for information regarding his retirement payments and benefits.

As described above in the section entitled “Employment Agreements with NEOs,” we, through our subsidiaries, Aircastle Advisor LLC and Aircastle (Ireland) Designated Activity Company, have entered into employment agreements (as amended) with our named executive officers which set forth certain terms and conditions of their employment relating to termination and termination payments.

Under the employment agreements for our named executive officers:

•if the employment of such named executive officer is terminated without “cause” or with “good reason” (as defined in such employment agreement), and if he signs a general release of claims and complies with the covenants described below, then he will be entitled to receive: (i) an amount equal to the sum of the base salary and target annual cash bonus for the year of termination, payable over a one-year period (two times such amount and payable in a lump sum if the termination occurs within 120 days prior to or within two years following a “change in control” as defined in such employment agreement); (ii) a pro-rata annual bonus for the year of termination; (iii) reimbursement of COBRA premiums or health insurance benefits for up to ~~twelve~~12 months; (iv) accelerated vesting of any remaining cash-based LTI awards; and

•such named executive officer covenants not to compete with Aircastle for six months following termination of his employment for any reason and will not solicit the employees of Aircastle or the clients or customers of Aircastle for competing business, in each case, for a period of ~~twelve~~12 months following termination.

~~Director~~For ~~Compensation~~a ~~Table~~description ~~for~~of ~~2023~~the retirement and consulting agreement we entered into with Mr. Beers in connection with his retirement, see the section entitled “Mr. Beers Retirement and Consulting Agreement” above.

~~The~~Director ~~table~~Compensation ~~below~~Table ~~describes our compensation of Directors~~ for ~~the fiscal year ended February 29,~~ 2024:

The table below describes our compensation of Directors for the fiscal year ended February 28, 2025:


Name	Fees Earned or Paid in Cash ($)		Total ($)
Douglas A. Hacker	$	170,000	$	170,000
Charles W. Pollard	170,000		170,000

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management. The table below sets forth information as of April 1816, ~~2024~~2025, as to the beneficial ownership of our Common Shares.

Name and Address of Beneficial Owner

Common Shares Held

Percent of Class

Marubeni Corporation(1)4-2 Ohtemachi 1-chomeChiyoda-ku, Tokyo, 100-8088 Japan

78,~~782~~920

MM Air Limited(2)c/o Compass Administration Services Ltd.Crawford House50 Cedar AvenueHamilton, HM11, Bermuda

78,~~782~~920

_______________

(1)Marubeni beneficially owns 78,~~782~~920 Common Shares through its wholly owned subsidiary Marubeni Aviation Corporation. During the year ended February 2928, ~~2024~~2025, we issued ~~758~~1,138 shares to Marubeni.

(2)MM Air Limited beneficially owns 78,~~782~~920 Common Shares. MM Air Limited is controlled by affiliates of Marubeni and Mizuho Leasing. During the year ended February 2928, ~~2024~~2025, we issued ~~758~~1,138 shares to MM Air Limited.

5556

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

The following is a summary of material provisions of certain transactions we entered into with our executive officers, Directors or 5% or greater shareholders. We believe the terms and conditions set forth in such agreements were reasonable and customary for transactions of this type.

WeSee ~~incurred~~Note ~~fees~~10 ~~from~~in ~~our Shareholders as part of intra-company service agreements totaling $8.3 million during~~ the ~~year~~Notes ~~ended February 29, 2024, whereby our Shareholders provide certain management and administrative services~~ to ~~the~~Consolidated ~~Company. In~~Financial ~~addition,~~Statements ~~the~~for ~~Company~~additional ~~purchased parts under a parts management services and supply agreement with an affiliate of Marubeni totaling $1~~information.~~5 million during the year ended February 29, 2024.~~

On January 31, 2024, we entered into an amendment that extended the maturity date of our $200.0 million unsecured revolving credit facility with Mizuho Marubeni Leasing America Corporation, a related party – see Note 8 in the Notes to Consolidated Financial Statements for additional information. This transaction was approved by our Audit Committee as an arm’s length transaction under our related party policy.

On February 8, 2024, we entered into an amendment that extended the maturity date of our $300.0 million unsecured revolving credit facility with Mizuho Bank Ltd., a related party – see Note 8 in the Notes to Consolidated Financial Statements for additional information. This transaction was approved by our Audit Committee as an arm’s length transaction under our related party policy.

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

Our Board has adopted a Policy and Procedures with Respect to Related Person Transactions, our Related Person Policy. Pursuant to the terms of the Related Person Policy, the Audit Committee must review and approve in advance any transaction involving an affiliate or related party (as defined under Accounting Standards Codification Topic 850), in which the amount involved exceeds $5.0 million, other than those that are pre-approved pursuant to pre-approval guidelines or rules that may be established by the Audit Committee to cover specific categories of transactions, including the guidelines described below. All Related Persons, as defined below, are required to report to our legal department any such related person transaction prior to its completion, and the legal department will determine whether it should be submitted to the Audit Committee for consideration.

Our Related Person Policy covers all transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Company or any of its subsidiaries was, is or will be a participant, in which the amount involved exceeds $120.0 thousand, and in which any Related Person had, has or will have a direct or indirect material interest.

A Related Person is any person who is, or at any time since the beginning of the Company’s last fiscal year was, a Director or executive officer of the Company or a nominee to become a Director of the Company; Marubeni and Mizuho Leasing or their affiliates; any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Director, executive officer, nominee or Marubeni and Mizuho Leasing or their affiliates, and any person (other than a tenant or employee) sharing the household of such Director, executive officer, nominee or Marubeni and Mizuho Leasing or their affiliates.

Director Independence

Although our Common Shares are no longer listed on the NYSE or any other national securities exchange and we are therefore not required to have a majority of independent directors, the Board considers the current Directors Messrs. Hacker and Pollard to be independent and that Directors Messrs. Hirose, Inglese, ~~Kawabe~~Tsunoda and Okuno to be not independent. The Board also considers the current Chairman Mr. Sakakida to be not independent. Our standing Risk and Governance, Audit and Compensation Committees include independent and non-independent Directors.

In addition, the Board considered transactions described above under “Item 13. Certain Relationships and Related Transactions, and Director Independence—Certain Relationships and Related Party Transactions” in making the independence determinations.

5657

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees, Audit Related Fees, Tax Fees and All Other Fees. In connection with the audit of the fiscal year ~~2023~~2024 and ~~2022~~2023 financial statements, the Company entered into an engagement letter with Ernst & Young LLP (“EY”) that sets forth the terms by which EY has performed audit services for the Company. Professional services rendered by EY for the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024 were as follows:

Year Ended February 29,

Year Ended February 28,

Year Ended February 28/29,

2024

2023

2025

2024

Audit fees(1)

2,~~315~~514,000

2,~~220~~315,000

Tax fees(2)

~~844~~1,~~800~~004,300

~~754~~844,~~000~~800

All other fees(3)

57,~~200~~600

5,200

_______________

(1)Represents fees for the audit of the Company’s consolidated financial statements and internal control over financial reporting, the reviews of interim financial statements included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, certain Current Reports on Form 8-K, audits of IBJ Air joint venture, consultations concerning financial accounting and reporting standards, statutory audits and services rendered relating to the Company’s registration statements.

(2)Represents fees related primarily to assistance with tax compliance matters, including international, federal and state tax return preparation, and consultations regarding tax matters.

(3)Represents fee for online research tool subscription.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee or one of its members of all services performed by the Company’s independent registered public accounting firm and related fee arrangements. In the early part of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated, and the related fees, to be rendered by these firms during the year. In addition, pre-approval by the Audit Committee or one of its members is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee pursuant to the Sarbanes-Oxley Act. In accordance with this policy, the Audit Committee pre-approved all services to be performed by the Company’s independent registered accounting firm.

5758

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A)	1.	Consolidated Financial Statements.
		The following is a list of the “Consolidated Financial Statements” of Aircastle Limited and its subsidiaries included in this Annual Report on Form 10-K, which are filed herewith pursuant to Item 8:
		Report of Independent Registered Public Accounting Firm.
		Consolidated Balance Sheets as of February 29, 2024 and February 28, 2023.
		Consolidated Balance Sheets as of February 28, 2025 and February 29, 2024.
		Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended February 29, 2024, and February 28, 2023 and 2022.
		Consolidated Statements of Income and Comprehensive Income for the years ended February 28, 2025, February 29, 2024 and February 28, 2023.
		Consolidated Statements of Cash Flows for the years ended February 29, 2024, and February 28, 2023 and 2022.
		Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023.
		Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 29, 2024, and February 28, 2023 and 2022.
		Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28, 2025, February 29, 2024 and February 28, 2023.
		Notes to Consolidated Financial Statements.
	2.	Financial Statement Schedules.
		There are no Financial Statement Schedules filed as part of this Annual Report, since the required information is included in the Consolidated Financial Statements, including the notes thereto, or the circumstances requiring inclusion of such schedules are not present.
	3.	Exhibits.
		The exhibits filed herewith are listed on the Exhibit Index filed as part of this Annual Report on Form 10-K.

5859

(B) EXHIBIT INDEX

Exhibit No.						Description of Exhibit
3.1						Amended and Restated Memorandum of Association of Aircastle Limited (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 27, 2020).
3.2						Amended and Restated Bye-laws of Aircastle Limited (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 27, 2020).
3.3						Certificate of Designations, dated June 8, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021).
4.1						Specimen Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006).
4.2						Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015).
4.3						Amendment Agreement No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 26, 2016).
4.4						Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee, Citigroup Global Markets, Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2013).
4.5						~~Fourth~~Seventh Supplemental Indenture, dated as of ~~March~~June 2413, ~~2016~~2019, ~~by and~~ between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on ~~March~~June 2413, ~~2016~~2019).
4.6						~~Fifth Supplemental~~ Indenture, dated as of ~~March~~August 2011, ~~2017~~2020, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on ~~March~~August 2011, ~~2017~~2020).
4.7						~~Sixth Supplemental~~ Indenture, dated as of ~~September~~January 2526, ~~2018~~2021, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on ~~September~~January 2526, ~~2018~~2021).
4.8						~~Seventh~~Description ~~Supplemental Indenture, dated as~~ of ~~June~~Aircastle ~~13,~~Limited’s ~~2019,~~Securities ~~between~~Registered ~~Aircastle~~Pursuant ~~Limited~~to ~~and~~Section ~~Wells~~12 ~~Fargo~~of ~~Bank,~~the ~~National~~Securities ~~Association,~~Exchange asAct ~~trustee~~of 1934 (incorporated by reference to Exhibit 4.113 to the Company’s ~~Current~~Annual Report on Form 810-K filed on ~~June~~February 13, ~~2019~~2020).
4.9						~~Indenture~~Deposit Agreement, dated asJune ~~of August 11~~8, ~~2020~~2021, byamong ~~and between~~ Aircastle Limited, Computershare Inc. and ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, ~~National Association~~N.A., acting jointly as ~~trustee~~depositary, and the holders from time to time of depositary receipts issued thereunder (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on ~~August~~June 118, ~~2020~~2021).
4.10						Indenture, dated as of ~~January~~July 2618, ~~2021~~2023, ~~by and~~ between Aircastle Limited and ~~Wells~~Computershare ~~Fargo~~Trust ~~Bank~~Company, ~~National Association~~N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on ~~January~~July 2618, ~~2021~~2023).
4.11						~~Description~~Indenture, ofdated ~~Aircastle~~as ~~Limited’s~~of ~~Securities~~January ~~Registered~~22, ~~Pursuant~~2024, tobetween ~~Section~~Aircastle 12Limited ofand ~~the~~Computershare ~~Securities~~Trust ~~Exchange~~Company, ~~Act~~N.A., ofas ~~1934~~trustee (incorporated by reference to Exhibit 4.131 to the Company’s ~~Annual~~Current Report on Form 108-K filed on ~~February~~January 1322, ~~2020~~2024).
4.12						~~Deposit Agreement~~Indenture, dated ~~June~~as 8of July 18, ~~2021~~2024, among Aircastle Limited, ~~Computershare~~Aircastle ~~Inc.~~(Ireland) Designated Activity Company and Computershare Trust Company, N.A., ~~acting jointly~~ as ~~depositary,~~trustee ~~and the holders from time to time of depositary receipts issued thereunder~~ (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on ~~June~~July 818, ~~2021~~2024).
4.13						Guarantee Supplemental Indenture (6.500% Senior Notes due 2028), dated as of July 18, ~~2023~~2024, ~~between~~among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.112 to the Company’s ~~Current~~Quarterly Report on Form 810-KQ filed on ~~July~~October 1810, ~~2023~~2024).

E - 1

Exhibit No.						Description of Exhibit
4.14						Guarantee Supplemental Indenture (4.250% Senior Notes due 2026), dated as of ~~January~~July 2218, 2024, ~~between~~among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.113 to the Company’s ~~Current~~Quarterly Report on Form 810-KQ filed on ~~January~~October 2210, 2024).
4.15						Guarantee Supplemental Indenture (5.250% Senior Notes due 2025), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024).
4.16						Guarantee Supplemental Indenture (5.950% Senior Notes due 2029), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024).
4.17						Guarantee Supplemental Indenture (2.850% Senior Notes due 2028), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.16 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024).
4.18						Indenture, dated as of January 31, 2025, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 31, 2025).
10.1						Form of Employment Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 8, 2017). #
10.2						Form of Amendment to Executive Employment Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). #
10.3						Form of Amended and Restated Indemnification Agreement with directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2011).
10.4						Registration Rights Agreement, dated as of April 4, 2012, by and among Aircastle Limited and Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2012).
10.5						Share Purchase Agreement, dated as of August 7, 2012, by and among Aircastle Limited and the Fortress Shareholders named therein (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on August 13, 2012).
10.6						Registration Rights Agreement, dated as of November 30, 2012, by and among Aircastle Limited and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 30, 2012).
10.7						Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on May 25, 2017). #
10.8						Purchase Agreement COM0270-15, dated as of June 12, 2015, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2015). Ø
10.9						Amendment No. 1 to Purchase Agreement COM0270-15, dated as of June 22, 2016, by and between Aircastle Holding Corporation and Embraer S. A. (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø
10.10						Amendment No. 2 to Purchase Agreement COM0270-15, dated as of November 11, 2016, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø
.
10.11						Amendment No. 3 to Purchase Agreement COM0270-15, dated as of January 13, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø
10.12						Amendment No. 4 to Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017). Ø
10.13						Amendment No. 5 to Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø
10.14						Amendment No. 6 to Purchase Agreement COM0270-15, dated as of June 29, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2018). Ø
10.15						Amendment No. 7 to Purchase Agreement COM0270-15, dated as of February 5, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019). ØØ
10.16						Amendment No. 8 to Purchase Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ

E - 2

Exhibit No.						Description of Exhibit
10.12						Amendment No. 4 to Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017). Ø
10.13						Amendment No. 5 to Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø
10.14						Amendment No. 6 to Purchase Agreement COM0270-15, dated as of June 29, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2018). Ø
10.15						Amendment No. 7 to Purchase Agreement COM0270-15, dated as of February 5, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019). ØØ
10.16						Amendment No. 8 to Purchase Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ
10.17						Amendment No. 9 to Purchase Agreement COM0270-15, dated as of August 28, 2020, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ
10.18						Amendment No. 10 to Purchase Agreement COM0270-15, dated as of September 18, 2020, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ
10.19						Amendment No. 11 to Purchase Agreement COM0270-15, dated as of December 4, 2020, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ
10.20						Amendment No. 12 to Purchase Agreement COM0270-15, dated as of June 2, 2021, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ
10.21						Amendment No. 13 to Purchase Agreement COM0270-15, dated as of September 2, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ
10.22						Amendment No. 14 to Purchase Agreement COM0270-15, dated as of September 17, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ
10.23						Amendment No. 15 to Purchase Agreement COM0270-15, dated as of December 3, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ
10.24						Amendment No. 16 to Purchase Agreement COM0270-15, dated as of February 9, 2022, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ
10.25						Amendment No. 17 to Purchase Agreement COM0270-15, dated as of August 24, 2022 (Amendment No. 17), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 12, 2022). ** ØØ
10.26						Amendment No. 18 to Purchase Agreement COM0270-15, dated as of December 8, 2022 (Amendment No. 18), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on January 12, 2023). ** ØØ
10.27						Amendment No. 19 to Purchase Agreement COM0270-15, dated as of April 18, 2023 (Amendment No. 19), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 12, 2023). ** ØØ
10.28						Amendment No. 122 to ~~Letter Agreement COM0271-15 in~~ Purchase Agreement COM0270-15, dated as of ~~November~~May 1128, ~~2016~~2024 (Amendment No. 22), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.231 to the Company’s ~~Annual~~Quarterly Report on Form 10-KQ filed on ~~February~~July 1411, ~~2017~~2024). Ø** ØØ
10.29						Amendment No. 2 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017). Ø
10.30						Amendment No. 3 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of February 23, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø
10.31						Amendment No. 4 to Letter Agreement COM271-15 in Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø
10.32						Amendment No. 5 to Letter Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ

E - 3

Exhibit No.						Description of Exhibit
10.33						Amendment No. 6 to Letter Agreement COM0270-15, dated as of December 4, 2020, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ
10.29						Amendment No. 23 to Purchase Agreement COM0270-15, dated as of July 23, 2024 (Amendment No. 23), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024). ** ØØ
10.34						Amendment No. 7 to Letter Agreement COM0270-15, dated as of December 3, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ
10.30						Amendment No. 24 to Purchase Agreement COM0270-15, dated as of January 6, 2025 (Amendment No. 24), by and between Aircastle Holding Corporation and Embraer S.A. * ** ØØ
10.35						Notice and Consent COM0439-19, dated as of September 18, 2020, between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ^ ØØ
10.31						Amendment No. 1 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of November 11, 2016, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø
10.36						Voting and Support Agreement, dated as of November 5, 2019, by and among Aircastle Limited, Marubeni Corporation, Marubeni Aviation Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2019).
10.32						Amendment No. 2 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017). Ø
10.37						Form of Indemnification Agreement with directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2020).
10.33						Amendment No. 3 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of February 23, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø
10.38						Subscription Agreement, dated July 5, 2023, by and among Aircastle Limited, MM Air Ltd. and Marubeni Aviation Holdings Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023).
10.34						Amendment No. 4 to Letter Agreement COM271-15 in Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø
10.39						Amendment Agreement to the Seventh Amended and Restated Credit Agreement, dated as of February 8, 2024, by and among Aircastle Limited, the several lenders from time to time parties thereto, and Citibank N.A., in its capacity as agent for the lenders. *
10.35						Amendment No. 5 to Letter Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ
10.36						Amendment No. 6 to Letter Agreement COM0270-15, dated as of December 4, 2020, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ
10.37						Amendment No. 7 to Letter Agreement COM0270-15, dated as of December 3, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ
10.38						Notice and Consent COM0439-19, dated as of September 18, 2020, between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ^ ØØ
10.39						Voting and Support Agreement, dated as of November 5, 2019, by and among Aircastle Limited, Marubeni Corporation, Marubeni Aviation Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2019).
10.40						Form of Indemnification Agreement with directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2020).
10.41						Subscription Agreement, dated July 5, 2023, by and among Aircastle Limited, MM Air Ltd. and Marubeni Aviation Holdings Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023).
10.42						Amendment Agreement to the Seventh Amended and Restated Credit Agreement, dated as of February 8, 2024, by and among Aircastle Limited, the several lenders from time to time parties thereto, and Citibank N.A., in its capacity as agent for the lenders (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on April 25, 2024). *
10.43						Retirement and Consulting Agreement, dated October 21, 2024, by and between Aircastle Advisor LLC and Christopher L. Beers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on January 10, 2025). ** ØØ #
21.1						Subsidiaries of the Subsidiaries of the Registrant. *
31.1						Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
31.2						Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. *
32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of 2002. *
32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Act of 2002. *
101						The following materials from the Company’s Annual Report on Form 10-K for the year ended February 29, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 29, 2024 and February 28, 2023; (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended February 29, 2024, and February 28, 2023 and 2022; (iii) Consolidated Statements of Cash Flows for the years ended February 29, 2024, and February 28, 2023 and 2022; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 29, 2024, and February 28, 2023 and 2022; and (v) Notes to Consolidated Financial Statements*
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

E - 4


Exhibit No.						Description of Exhibit

32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Act of 2002. *

101						The following materials from the Company’s Annual Report on Form 10-K for the year ended February 28, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 28, 2025 and February 29, 2024; (ii) Consolidated Statements of Income and Comprehensive Income for the years ended February 28, 2025, February 29, 2024 and February 28, 2023; (iii) Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28, 2025, February 29, 2024 and February 28, 2023; and (v) Notes to Consolidated Financial Statements*

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

_____________

# Management contract or compensatory plan or arrangement.

* Filed herewith.

** Certain attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Ø Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

^ Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules to the SEC upon request.

ØØ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

ITEM 16. FORM 10-K SUMMARY

None.

E - 45

Index to Financial Statements

			Page No.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 42)			F - 2
Consolidated Balance Sheets as of February 29, 2024 and February 28, 2023			F - 5
Consolidated Balance Sheets as of February 28, 2025 and February 29, 2024			F - 4
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended February 29, 2024, and February 28, 2023 and 2022			F - 6
Consolidated Statements of Income and Comprehensive Income for the years ended February 28, 2025, February 29, 2024 and February 28, 2023			F - 5
Consolidated Statements of Cash Flows for the years ended February 29, 2024, and February 28, 2023 and 2022			F - 7
Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023			F - 6
Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 29, 2024, and February 28, 2023 and 2022			F - 8
Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28, 2025, February 29, 2024 and February 28, 2023			F - 7
Notes to Consolidated Financial Statements			F - 98

F - 1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Aircastle Limited and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Aircastle Limited and ~~Subsidiaries~~subsidiaries (the Company) as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, ~~and~~ the related consolidated statements of income, ~~(loss) and~~ comprehensive income ~~(loss)~~, ~~changes in~~ shareholders'’ equity and cash flows for each of the three years in the period ended February 2928, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended February 2928, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~ Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the ~~accounts~~account or ~~disclosures~~disclosure to which ~~they~~it ~~relate~~relates.

F - 2

						Recoverability assessment and Impairment of flight equipment held for lease
						Accounting for Income Tax
Description of the Matter						AsThe ~~more~~Company ~~fully~~is ~~described~~incorporated in ~~Note~~Bermuda 1and toleases ~~the~~its ~~consolidated~~aircraft ~~financial~~within ~~statements,~~over ~~flight~~40 ~~equipment~~countries. ~~held~~The ~~for~~Company’s ~~lease~~income is ~~assessed~~subject ~~for~~to ~~recoverability~~U.S. byfederal, ~~management~~state onand anlocal ~~aircraft-by-aircraft~~income ~~basis~~taxes, ~~annually~~as ~~and~~well ~~whenever~~as ~~events~~foreign orincome ~~changes~~tax in ~~circumstances~~many ~~indicate~~of ~~that~~ the ~~carrying~~jurisdictions ~~amount~~it ~~may~~leases ~~not be recoverable~~aircraft. As amore ~~result~~fully ofdescribed ~~the~~in ~~assessments~~Note ~~during~~11 to the ~~year~~consolidated ~~ended~~financial ~~February 29~~statements, ~~2024,~~ the Company ~~recorded~~recognized ~~impairment~~a ~~charges~~consolidated provision for income taxes of $5522 million ~~related~~for to the ~~flight~~year ~~equipment~~ended ~~held~~February ~~for~~28, ~~lease~~2025.Auditing the Company’s ~~assessment~~income oftax ~~recoverability~~accounting ~~of flight equipment held for lease~~ was ~~judgmental~~especially challenging due to the ~~estimation~~international ~~required~~tax instructure ~~determining~~maintained ~~the~~by ~~future cash flows to evaluate whether such cash flows were less than~~ the ~~carrying amount of flight equipment~~Company. ~~Further~~Specifically, the auditing ~~this~~of ~~analysis also involved evaluating~~ the ~~assumptions~~application ~~utilized~~of changes in ~~estimating~~tax ~~the~~law ~~fair~~and ~~values~~transactions to ~~calculate the impairment charges. In particular~~transfer, ~~the~~buy ~~future~~or ~~cash~~sell ~~flows~~aircraft ~~were~~in ~~sensitive~~foreign tojurisdictions ~~changes~~required ~~related~~increased toauditor ~~significant~~effort, ~~assumptions~~including ~~such as~~ the ~~estimation~~use of ~~the~~tax ~~future~~professionals ~~projected~~with ~~lease~~specialized ~~rates~~skills, ~~future~~to ~~maintenance~~evaluate ~~cash~~the ~~flows,~~Company’s asapplication ~~well~~of as the ~~value~~tax oflaws ~~aircraft~~in ~~adjusted~~relevant ~~for~~jurisdictions ~~maintenance~~and ~~condition at~~ the ~~end~~related ofincome ~~the useful life~~tax.
How We Addressed the Matter in Our Audit						To test the ~~estimated~~Company’s ~~future~~application ~~cash~~of ~~flows~~tax ~~attributable~~laws toin ~~the~~relevant ~~flight~~jurisdictions ~~equipment~~and ~~held~~the ~~for~~related ~~lease~~income tax, we performed audit procedures ~~on certain transactions~~ that included, among others, ~~evaluating~~understanding ~~and testing~~ the ~~estimation~~Company’s oftax ~~the~~structure ~~future~~as ~~projected~~it ~~lease~~relates ~~rates,~~to ~~future~~current ~~maintenance~~leases ~~cash~~through ~~flows,~~review ~~the value~~ of ~~aircraft~~its ~~adjusted~~organization ~~for~~chart ~~maintenance condition at the end of the useful life~~ and ~~the~~various ~~underlying~~lease ~~data used by the Company in its analysis~~documents. ~~Our~~We ~~testing~~evaluated of the Company’s ~~significant~~treatment ~~assumptions~~of ~~included,~~tax ~~among~~law ~~others~~changes, ~~comparing~~if ~~data~~any, toin ~~currently~~the ~~contracted~~foreign ~~lease~~jurisdictions ~~rental~~it ~~and~~operates ~~maintenance~~to ~~cash~~current ~~flows,~~tax ~~evaluating~~laws. ~~future~~We ~~projected~~also ~~lease~~obtained, ~~rates~~and toassessed ~~third~~the ~~party~~completeness ~~data~~of, ~~evaluating~~a ~~the~~list ~~timing and cost~~ of ~~estimated~~transactions ~~future maintenance cash flows~~ to ~~manufacturers’~~transfer, ~~specifications~~purchase and~~/or~~ ~~historical~~sell ~~data, and recalculating end of life value of~~ aircraft orduring ~~its~~the ~~related~~period ~~parts~~and ~~based~~evaluated ~~on projected maintenance condition at~~ the ~~end~~tax treatment of ~~its~~certain ~~useful~~transactions ~~life~~through ~~and~~review ~~comparing~~of itthe tolease ~~published~~documents ~~third party~~ and~~/or~~ ~~historical~~our ~~sales~~assessment ~~data.~~of ~~In addition, for~~ the ~~assumptions~~tax ~~that~~law. ~~most~~Our ~~significantly~~audit ~~impact~~procedures ~~recoverability~~were we performed awith ~~sensitivity analysis to evaluate~~ the ~~changes~~assistance ~~to the future cash flows from changes in the significant assumptions. We assessed the historical accuracy~~ of ~~certain~~our ~~assumptions~~tax byprofessionals ~~performing~~with aspecialized ~~look~~skills ~~back~~and ~~analysis~~knowledge.

F - 3

						Accounting for Income Tax
Description of the Matter						The Company is incorporated in Bermuda and leases its aircraft within over 40 countries. The Company’s income is subject to U.S. federal, state and local income taxes, as well as foreign income tax in many of the jurisdictions it leases aircraft. As more fully described in Note 11 to the consolidated financial statements, the Company recognized a consolidated provision for income taxes of $23 million for the year ended February 29, 2024.Auditing the Company’s income tax accounting was complex due to the international tax structure maintained by the Company. Specifically, the auditing of the application of changes in tax law and transactions to transfer, buy or sell aircraft in foreign jurisdictions required increased auditor effort, including the use of tax professionals with specialized skills, to evaluate the Company’s application of the tax laws in relevant jurisdictions and the related income tax.
How We Addressed the Matter in Our Audit						To test the Company’s application of tax laws in relevant jurisdictions and the related income tax, we performed audit procedures that included, among others, understanding the Company’s tax structure as it relates to current leases through review of its organization chart and various lease documents. We evaluated the Company’s treatment of tax law changes, if any, in the foreign jurisdictions it operates to current tax laws. We also obtained, and assessed the completeness of, a list of transactions to transfer, purchase and sell aircraft during the period and evaluated the tax treatment of certain transactions through review of the lease documents and our assessment of the tax law. Our audit procedures were performed with the assistance of our tax professionals with specialized skills and knowledge.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2004.

Stamford, CT

April 2523, ~~2024~~2025

F - 43

Aircastle Limited and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except share data)

	February 29,		February 28,
	February 28/29,
	2024		2023
	2025		2024
ASSETS
Cash and cash equivalents	$	~~129~~279,~~977~~052	$	~~231~~129,~~861~~977
Accounts receivable	129,~~518~~662		12,~~855~~518
Flight equipment held for lease, net	67,~~940~~644,~~502~~867		6,~~567~~940,~~606~~502
Net investment in leases, net	~~282~~257,~~439~~249		67282,~~694~~439
Unconsolidated equity method investment	4245,~~710~~813		4042,~~505~~710
Other assets	~~271~~273,~~807~~521		~~346~~271,~~330~~807
Total assets	$	78,~~679~~510,~~953~~164	$	7,~~266~~679,~~851~~953
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Borrowings from secured financings, net	$	~~875~~502,~~397~~609	$	~~752~~875,~~298~~397
Borrowings from unsecured financings, net	34,~~823~~452,~~099~~781		3,~~842~~823,~~454~~099
Accounts payable, accrued expenses and other liabilities	~~219~~295,~~588~~132		~~206~~219,~~473~~588
Lease rentals received in advance	5268,~~654~~120		6652,~~816~~654
Security deposits	6982,~~544~~477		6169,~~734~~544
Maintenance payments	~~505~~583,~~897~~658		~~465~~505,~~618~~897
Total liabilities	5,~~546~~984,~~179~~777		5,~~395~~546,~~393~~179
Commitments and Contingencies
SHAREHOLDERS’ EQUITY
Preference shares, $0.01 par value, 50,000,000 shares authorized, 400 (aggregate liquidation preference of $400,000) shares issued and outstanding at February 29, 2024 and February 28, 2023	—		—
Preference shares, $0.01 par value, 50,000,000 shares authorized, 400 (aggregate liquidation preference of $400,000) shares issued and outstanding at February 28, 2025 and February 29, 2024	—		—
Common shares, $0.01 par value, 250,000,000 shares authorized, 15,564 and 14,048 shares issued and outstanding at February 29, 2024 and February 28, 2023, respectively	—		—
Common shares, $0.01 par value, 250,000,000 shares authorized, 17,840 and 15,564 shares issued and outstanding at February 28, 2025 and February 29, 2024, respectively	—		—
Additional paid-in capital	2,~~078~~378,774		12,~~878~~078,774
Retained earnings (accumulated deficit)	55,000		(7,316)
Retained earnings	146,613		55,000
Total shareholders’ equity	2,~~133~~525,~~774~~387		12,~~871~~133,~~458~~774
Total liabilities and shareholders’ equity	$	78,~~679~~510,~~953~~164	$	7,~~266~~679,~~851~~953

The accompanying notes are an integral part of these consolidated financial statements.

F - 54

Aircastle Limited and Subsidiaries

Consolidated Statements of Income ~~(Loss)~~ and Comprehensive Income ~~(Loss)~~

(Dollars in thousands, except per share amounts)

	Year Ended February 29,		Year Ended February 28,
	Year Ended February 28/29,
	2024		2023		2022
	2025		2024		2023
Revenues:
Lease rental revenue	$	~~603~~652,~~571~~379	$	~~586~~603,~~508~~571	$	~~595~~586,~~236~~508
Direct financing and sales-type lease revenue	1621,~~503~~295		916,~~030~~503		109,~~733~~030
Amortization of lease premiums, discounts and incentives	(2021,~~420~~682)		(20,~~574~~420)		(20,~~190~~574)
Maintenance revenue	~~132~~90,~~179~~490		~~138~~132,~~099~~179		~~152~~138,~~030~~099
Total lease revenue	~~731~~742,~~833~~482		~~713~~731,~~063~~833		~~737~~713,~~809~~063
Gain on sale or disposition of flight equipment	~~121~~77,~~646~~191		70121,~~860~~646		2670,~~001~~860
Other revenue	1,~~937~~302		121,~~110~~937		512,~~977~~110
Total revenues	~~855~~820,~~416~~975		~~796~~855,~~033~~416		~~769~~796,~~787~~033
Operating expenses:
Depreciation	~~348~~355,~~229~~666		~~332~~348,~~663~~229		~~337~~332,~~528~~663
Interest, net	~~229~~247,~~050~~923		~~204~~229,~~606~~050		~~214~~204,~~352~~606
Selling, general and administrative	8286,~~127~~416		7682,~~857~~127		6676,~~338~~857
Provision for credit losses	128,~~081~~715		112,~~507~~081		~~930~~1,507
Impairment of flight equipment	5519,~~240~~391		8555,~~623~~240		~~452~~85,~~250~~623
Maintenance and other costs	2916,~~884~~938		2229,~~196~~884		3122,~~166~~196
Total operating expenses	~~756~~735,~~611~~049		~~723~~756,~~452~~611		1723,~~102,564~~452
Other income (expense):
Loss on extinguishment of debt	—		(636)		(14,156)
Gain (loss) on extinguishment of debt	285		—		(636)
Other	556,~~571~~247		145,~~092~~571		5714,~~682~~092
Total other income	556,~~571~~532		135,~~456~~571		4313,~~526~~456
Income (loss) from continuing operations before income taxes and earnings of unconsolidated equity method investment	104,376		86,037		(289,251)
Income from continuing operations before income taxes and earnings of unconsolidated equity method investment	142,458		104,376		86,037
Income tax provision (benefit)	23,265		25,466		(7,998)
Income tax provision	21,948		23,265		25,466
Earnings of unconsolidated equity method investment, net of tax	23,~~205~~103		2,~~188~~205		32,~~044~~188
Net income (loss)	$	83,316	$	62,759	$	(278,209)
Net income	$	123,613	$	83,316	$	62,759
Preference share dividends	(21,000)		(21,000)		(1621,~~159~~000)
Net income (loss) available to common shareholders	$	62,316	$	41,759	$	(294,368)
Net income available to common shareholders	$	102,613	$	62,316	$	41,759
Total comprehensive income (loss) available to common shareholders	$	62,316	$	41,759	$	(294,368)
Total comprehensive income available to common shareholders	$	102,613	$	62,316	$	41,759

The accompanying notes are an integral part of these consolidated financial statements.

F - 65

Aircastle Limited and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

	Year Ended February 29,		Year Ended February 28,
	Year Ended February 28/29,
	2024		2023		2022
	2025		2024		2023
Cash flows from operating activities:
Net income (loss)	$	83,316	$	62,759	$	(278,209)
Net income	$	123,613	$	83,316	$	62,759
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	~~348~~355,~~229~~666		~~332~~348,~~663~~229		~~337~~332,~~528~~663
Amortization of deferred financing costs	17,~~090~~033		1417,~~338~~090		1614,~~267~~338
Amortization of lease premiums, discounts and incentives	2021,~~420~~682		20,~~574~~420		20,~~190~~574
Deferred income taxes	2017,~~053~~550		1320,~~690~~053		(913,~~386)~~690
Collections on net investments in leases	37,~~557~~628		63,~~505~~557		146,~~297~~505
Security deposits and maintenance payments included in earnings	(54,373)		(66,194)		(123,969)
Security deposits, maintenance payments and insurance settlements included in earnings	(59,959)		(54,373)		(66,194)
Gain on sale or disposition of flight equipment	(~~121~~77,~~646~~191)		(70121,~~860~~646)		(2670,~~001~~860)
Loss on extinguishment of debt	—		636		14,156
(Gain) loss on extinguishment of debt	(285)		—		636
Impairment of aircraft	5519,~~240~~391		8555,~~623~~240		~~452~~85,~~250~~623
Provision for credit losses	128,~~081~~715		112,~~507~~081		~~930~~1,507
Other	(23,~~512~~188)		(2,~~211~~512)		(32,~~043~~211)
Changes on certain assets and liabilities:
Accounts receivable	(~~443~~6,984)		~~17,338~~(443)		1617,~~948~~338
Other assets	(913,~~317)~~532		(129,~~510~~317)		(2912,~~963~~510)
Accounts payable, accrued expenses and other liabilities	~~(15~~7,~~907)~~475		4(15,~~278~~907)		(54,~~716)~~278
Lease rentals received in advance	1419,~~466~~343		2914,~~601~~466		~~(23~~29,~~414)~~601
Net cash and restricted cash provided by operating activities	~~370~~464,~~254~~021		~~437~~370,~~737~~254		~~372~~437,~~865~~737
Cash flows from investing activities:
Acquisition and improvement of flight equipment	(1,~~240~~588,~~183~~197)		(~~994~~1,~~040~~240,183)		(~~795~~994,~~426~~040)
Proceeds from sale or disposition of flight equipment	~~361~~565,~~826~~921		~~426~~361,~~454~~826		~~210~~426,~~718~~454
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits	5,650		28,393		(202)
Proceeds from settlement of insurance claims	49,500		—		—
Distributions from unconsolidated equity method investment in excess of earnings	—		—		104
Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits	4,157		5,650		28,393
Other	(61,~~408~~613)		1(6,~~319~~408)		(1,~~694)~~319
Net cash and restricted cash used in investing activities	(~~879~~970,~~115~~232)		(~~537~~879,~~874~~115)		(~~586~~537,~~500~~874)
Cash flows from financing activities:
Proceeds from issuance of common shares	~~200~~300,000		—200,000		—
Net proceeds from preference share issuance	—		—		392,997
Proceeds from secured and unsecured debt financings	1,702,048		2,029,750		493,848
Proceeds from secured and unsecured debt financings	2,029,750		493,848		20,000
Repayments of secured and unsecured debt financings	(1,452,340)		(1,917,744)		(420,372)
Repayments of secured and unsecured debt financings	(1,917,744)		(420,372)		(646,943)
Deferred financing costs	(9,849)		(25,035)		(13,242)
Deferred financing costs	(25,035)		(13,242)		(5,339)
Debt extinguishment costs	285		—		(310)
Debt extinguishment costs	—		(310)		(13,372)
Security deposits and maintenance payments received	152,521		159,792		142,699
Security deposits and maintenance payments received	159,792		142,699		88,891
Security deposits and maintenance payments returned	(16,379)		(18,786)		(20,307)
Security deposits and maintenance payments returned	(18,786)		(20,307)		(26,857)
Dividends paid	(21,000)		(21,000)		(21,000)
Dividends paid	(21,000)		(21,000)		(5,658)
Net cash and restricted cash provided by financing activities	655,286		406,977		161,316
Net cash and restricted cash provided by (used in) financing activities	406,977		161,316		(196,281)
Net increase (decrease) in cash and restricted cash	149,075		(101,884)		61,179
Net (decrease) increase in cash and restricted cash	(101,884)		61,179		(409,916)
Cash and restricted cash at beginning of year	129,977		231,861		170,682
Cash and restricted cash at beginning of year	231,861		170,682		580,598
Cash and restricted cash at end of year	$	279,052	$	129,977	$	231,861
Cash and restricted cash at end of year	$	129,977	$	231,861	$	170,682

Aircastle Limited and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(Dollars in thousands)

	Year Ended February 29,		Year Ended February 28,
	Year Ended February 28/29,
	2024		2023		2022
	2025		2024		2023
Reconciliation to Consolidated Balance Sheets:
Cash and cash equivalents	$	129,977	$	231,861	$	167,891
Restricted cash and cash equivalents	—		—		2,791
Unrestricted and restricted cash and cash equivalents	$	129,977	$	231,861	$	170,682
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	~~240~~233,~~715~~284	$	~~193~~240,~~283~~715	$	~~200~~193,~~922~~283
Cash paid during the year for income taxes	$	54,~~135~~170	$	95,~~511~~135	$	~~240~~9,511
Supplemental disclosures of non-cash investing activities:
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets settled in sale of flight equipment	$	55113,~~046~~641	$	5055,~~758~~046	$	1250,~~391~~758
Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets assumed in asset acquisitions	$	2877,~~350~~976	$	1028,~~810~~350	$	2110,~~764~~810
Transfers from Flight equipment held for lease, net to Net investment in leases, net and Other assets	$	~~220~~54,~~648~~151	$	1220,~~695~~648	$	571,~~489~~695
Acquisition of investments, at fair value	$	—	$	~~10,819~~—	$	—10,819

The accompanying notes are an integral part of these consolidated financial statements.

F - 76

Aircastle Limited and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in thousands, except share amounts)

							AdditionalPaid-InCapital		RetainedEarnings(Accumulated Deficit)		TotalShareholders’Equity
	Common Shares			Preference Shares			AdditionalPaid-InCapital		RetainedEarnings(Accumulated Deficit)		TotalShareholders’Equity
	Common Shares			Preference Shares
	Shares	Amount		Shares	Amount
Balance, February 28, 2021	14,048	$	—	—	$	—	$	1,485,777	$	245,293	$	1,731,070
Issuance of preference shares	—	—		400	—		392,997		—		392,997
Preference share dividends	—	—		—	—		—		(16,159)		(16,159)
Net loss	—	—		—	—		—		(278,209)		(278,209)
Balance, February 28, 2022	14,048	$	—	400	$	—	$	1,878,774	$	(49,075)	$	1,829,699
Preference share dividends	—	—		—	—		—		(21,000)		(21,000)
Net income	—	—		—	—		—		62,759		62,759
Balance, February 28, 2023	14,048	$	—	400	$	—	$	1,878,774	$	(7,316)	$	1,871,458
Issuance of common shares	1,516	—		—	—		200,000		—		200,000
Preference share dividends	—	—		—	—		—		(21,000)		(21,000)
Net income	—	—		—	—		—		83,316		83,316
Balance, February 29, 2024	15,564	$	—	400	$	—	$	2,078,774	$	55,000	$	2,133,774
Issuance of common shares	2,276	—		—	—		300,000		—		300,000
Preference share dividends	—	—		—	—		—		(21,000)		(21,000)
Common share dividends	—	—		—	—		—		(11,000)		(11,000)
Net income	—	—		—	—		—		123,613		123,613
Balance, February 28, 2025	17,840	$	—	400	$	—	$	2,378,774	$	146,613	$	2,525,387

The accompanying notes are an integral part of these consolidated financial statements.

F - 87

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Note 1. Summary of Significant Accounting Policies

Organization

Aircastle Limited (“Aircastle,” the “Company,” “we,” “us” or “our”) is a Bermuda company that was incorporated on October 29, 2004 under the provisions of Section 14 of the Companies Act of 1981 of Bermuda. Aircastle’s business is acquiring, leasing, managing and selling commercial jet aircraft.

The Company is controlled by affiliates of Marubeni Corporation (“Marubeni”) and Mizuho Leasing Company, Limited (“Mizuho Leasing” and, together with Marubeni, our “Shareholders”).

Aircastle is a holding company and conducts its business through subsidiaries that are wholly-owned, either directly or indirectly, by Aircastle.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements presented are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Aircastle and all its subsidiaries, including any Variable Interest Entity (“VIE”) of which Aircastle is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

WeThe ~~manage~~Company’s management has reviewed and ~~analyze~~evaluated ~~our~~all ~~business~~events ~~and~~or ~~report~~transactions onfor ~~our~~potential ~~results~~recognition ofand/or ~~operations~~disclosure ~~based~~subsequent onto ~~one~~the ~~operating~~balance ~~segment:~~sheet ~~leasing~~date of February 28, ~~financing~~2025, ~~selling~~through ~~and~~the ~~managing~~date ~~commercial~~on ~~flight~~which ~~equipment. Our~~the ~~Chief~~consolidated ~~Executive~~financial ~~Officer~~statements isincluded ~~the~~in ~~chief~~this ~~operating~~Annual ~~decision~~Report ~~maker~~were issued.

~~The~~Segment Company’s management has reviewed and evaluated all events or transactions for potential recognition and/or disclosure subsequent to the balance sheet date of February 29, 2024, through the date on which the consolidated financial statements included in this Annual Report were issued.Reporting

We manage and analyze our business and report our results of operations based on one operating and reportable segment: leasing, financing, selling and managing commercial flight equipment. Our Chief Executive Officer is the chief operating decision maker (the “CODM”). As a single reportable segment entity, the CODM utilizes consolidated net income to evaluate segment performance and allocate resources. The significant segment expenses and other segment items, such as total assets, that are provided to the CODM align with expense information that is included in the Company’s consolidated balance sheets and statements of income.

Risk and Uncertainties

In the normal course of business, Aircastle encounters several significant types of economic risk, including credit, market, aviation industry and capital market risks. Credit risk is the risk of a lessee’s inability or unwillingness to make contractually required payments and to fulfill its other contractual obligations to Aircastle. Market risk reflects the change in the value of financings due to changes in interest rate spreads or other market factors, including the value of collateral underlying financings. Aviation industry risk is the risk of a downturn in the commercial aviation industry which could adversely impact a lessee’s ability to make payments, increase the risk of early lease terminations and depress lease rates and the value of the Company’s aircraft. Capital market risk is the risk that the Company is unable to obtain capital at reasonable rates to fund the growth of its business or to refinance existing debt ~~facilities~~.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While Aircastle believes the estimates and related assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates.

~~Cash~~F ~~and~~- ~~Cash Equivalents~~8

Aircastle considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Virtually all our cash and cash equivalents are held or managed by five major financial institutions.

F - 9

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Cash and Cash Equivalents

Aircastle considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Virtually all our cash and cash equivalents are held or managed by five major financial institutions.

Flight Equipment Held for Lease and Depreciation

Flight equipment held for lease is stated at cost and depreciated using the straight-line method, typically over a 25-year life from the date of manufacture for passenger aircraft and over a 30 to 35-year life for freighter aircraft, depending on whether the aircraft is a converted or purpose-built freighter, to estimated residual values. Estimated residual values are generally determined to be 15% of the manufacturer’s estimated realized price for passenger aircraft when new and 5% to 10% for freighter aircraft when new. Management may make exceptions to this policy on a case-by-case basis when, in its judgment, the residual value calculated pursuant to this policy does not appear to reflect current expectations of value. Examples of situations where exceptions may arise include but are not limited to:

•flight equipment where estimates of the manufacturer’s realized sales prices are not relevant (e.g., freighter conversions);

•flight equipment where estimates of the manufacturer’s realized sales prices are not readily available; and

•flight equipment which may have a shorter useful life due to obsolescence.

Major improvements and modifications incurred in connection with the acquisition of aircraft that are required to get the aircraft ready for initial service are capitalized and depreciated over the remaining life of the flight equipment.

For purchase lease-back transactions, we account for the transaction as a single arrangement. We allocate the consideration paid based on the fair value of the aircraft and lease. The fair value of the lease may include a maintenance premium and a lease premium or discount.

When we acquire an aircraft with a lease, determining the fair value of attached leases requires us to make assumptions regarding the current fair values of leases for specific aircraft. We estimate a range of current lease rates of like aircraft in order to determine if the attached lease is within a fair value range. If a lease is below or above the range of current lease rates, we present value the estimated amount below or above the fair value range over the remaining term of the lease. The resulting lease discount or premium is amortized into lease ~~rental~~revenue ~~income~~ over the remaining term of the lease.

Impairment of Flight Equipment

We perform ana ~~annual~~ recoverability ~~assessment~~test of all aircraft inand ~~our~~other ~~fleet,~~flight equipment on ana ~~aircraft-by-aircraft~~quarterly and annual basis. We ~~Additional~~perform a customer or aircraft specific recoverability ~~assessments~~test ~~are also performed~~ whenever events or changes in circumstances, or indicators, suggest that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant lease restructuring or early lease termination, significant change in an aircraft type’s storage levels, the introduction of newer technology aircraft or engines, an aircraft type is no longer in production or a significant airworthiness directive is issued. We focus on aircraft with near-term lease expirations, customers that have entered judicial insolvency proceedings and any additional customers that may become subject to similar-type proceedings, and certain other customers or aircraft variants that are more susceptible to value deterioration.

~~When~~F we- perform a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the aircraft exceed its net book value. The undiscounted cash flows consist of cash flows from currently contracted lease rental and maintenance payments, future projected lease rates and maintenance payments, transition costs, estimated down time, and estimated residual or scrap values for an aircraft. In the event that an 9

F - 10

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

~~aircraft~~judicial ~~does~~insolvency ~~not~~proceedings ~~meet~~and ~~the~~any ~~recoverability~~additional ~~test,~~customers ~~the~~that ~~aircraft~~may ~~will~~become besubject ~~adjusted~~ to ~~fair~~similar-type ~~value~~proceedings, ~~resulting~~and incertain another ~~impairment~~customers ~~charge. See~~or ~~Note~~aircraft 2variants that are more susceptible to value deterioration.

~~Management~~For ~~develops~~assets ~~the~~with ~~assumptions~~indicators ~~used~~of inimpairment, ~~the~~we ~~recoverability~~measure ~~analysis~~whether ~~based~~the onestimated ~~current and~~ future ~~expectations~~undiscounted ofnet ~~the~~cash ~~global~~flows ~~demand~~expected ~~for~~to abe ~~particular~~generated ~~aircraft~~by ~~type and historical experience in~~ the ~~aircraft~~asset ~~leasing~~exceed ~~market~~its ~~and~~net ~~aviation~~book ~~industry, as well as information received from third party industry sources~~value. The ~~factors~~undiscounted ~~considered~~cash inflows ~~estimating~~consist ~~the~~of ~~undiscounted~~ cash flows ~~are~~from ~~impacted~~currently bycontracted ~~changes~~lease inrental ~~future~~and ~~periods~~maintenance ~~due~~payments, tofuture ~~changes in~~ projected lease ~~rental~~rates and maintenance payments, ~~residual~~transition ~~values~~costs, ~~economic~~estimated ~~conditions,~~down ~~technology~~time, ~~airline~~and ~~demand~~estimated ~~for~~residual aor ~~particular~~scrap values for an aircraft. ~~type~~In ~~and~~the ~~other~~event ~~factors,~~that ~~such~~an asaircraft does not meet the ~~location~~recoverability oftest, the aircraft ~~and~~will ~~accessibility~~be adjusted to ~~records~~fair ~~and~~value, ~~technical~~resulting ~~documentation~~in an impairment charge.

IfOur ~~our~~assumptions ~~estimates~~are orbased ~~assumptions~~on ~~change,~~current ~~including~~and ~~those~~future ~~related~~expectations toof ~~our~~the ~~customers~~global ~~that~~demand ~~have~~for ~~entered~~a ~~judicial~~particular ~~insolvency~~aircraft ~~proceedings~~type orand ~~similar-type~~historical ~~proceedings~~experience orin ~~restructurings~~the aircraft leasing market and aviation industry, weas ~~may~~well ~~revise~~as ~~our~~information received from third party industry sources. The factors considered in estimating the undiscounted cash ~~flow~~flows ~~assumptions~~are ~~and~~impacted ~~record~~by changes in future ~~impairment~~periods ~~charges. While~~due weto ~~believe~~changes ~~that~~in ~~the~~projected ~~estimates~~lease rental and ~~related~~maintenance ~~assumptions~~payments, ~~used~~residual invalues, ~~our~~economic ~~recoverability~~conditions, ~~assessments~~technology, ~~are~~airline ~~appropriate~~demand for a particular aircraft type and other factors, ~~actual~~such ~~results~~as ~~could~~the ~~differ~~location ~~from~~of ~~those~~the ~~estimates~~aircraft and accessibility to records and technical documentation.

If our estimates or assumptions change, we may revise our cash flow assumptions and record future impairment charges. While we believe that the estimates and related assumptions used in our recoverability assessments are appropriate, actual results could differ from those estimates.

Net Investment in Leases

If a lease meets specific criteria at lease commencement or at the effective date of a lease modification, we recognize the lease as a direct financing or sales-type lease. The net investment in direct financing and sales-type leases consists of the lease receivable, estimated unguaranteed residual value of the leased flight equipment at lease-end and, for direct financing leases, deferred selling profit. For sales-type leases, we recognize the difference between the net book value of the aircraft and the net investment in the lease as a gain or loss on sale of flight equipment. Selling profit on a direct financing lease is deferred and amortized over the lease term, and a selling loss is recognized at lease commencement. Interest income on our net investment in leases is recognized as ~~Direct~~direct financing and sales-type leases revenue over the lease term in a manner that produces a constant rate of return on the net investment in the lease.

The net investment in leases is recorded net of an allowance for credit losses. The allowance for credit losses is recorded upon the initial recognition of the net investment in the lease based on the Company’s estimate of expected credit losses over the lease term. The allowance reflects the Company’s estimate of lessee default probabilities and loss given default percentages. When determining the credit loss allowance, we consider relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the net investment in the lease. The allowance also considers potential losses due to non-credit risk related to unguaranteed residual values. A provision for credit losses is recorded as a component of operating expenses to adjust the allowance for changes to management’s estimate of expected credit losses.

Unconsolidated Equity Method Investment

~~Aircastle~~We ~~accounts~~have ~~for~~an ~~its~~unconsolidated ~~interest~~equity method investment in an ~~unconsolidated~~aircraft ~~joint~~leasing ~~venture~~entity that is accounted for using the equity method as we do not exercise control over the ~~joint venture~~ entity. Under the equity method, the investment is initially recorded at cost and the carrying amount is affected by ~~its~~our share of the unconsolidated ~~joint~~equity ~~venture~~method investment’s undistributed earnings and losses and distributions of dividends and capital. The investment may also reflect an equity loss in the event that circumstances indicate an other-than-temporary impairment.

Security Deposits

Most of our operating leases require the lessee to pay Aircastle a security deposit or provide a letter of credit. Security deposits represent cash received from the lessee that is held on deposit until lease expiration or termination. If a lease is terminated, we recognize security deposits in excess of outstanding lease payments as other revenue.

~~Maintenance~~F ~~Payments~~- 10

Typically, under an operating lease, the lessee is responsible for performing all maintenance but they may also be required to make payments to us for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft. These maintenance payments are based on hours or cycles of utilization or on calendar time, depending upon the component, and are required to be made monthly in arrears or at the end of the lease term. Our determination of whether

F - 11

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

toMaintenance require such payments to be made monthly or to permit a lessee to make a single maintenance payment at the end of the lease term depends on a variety of factors, including the creditworthiness of the lessee, the level of security deposit which may be provided by the lessee and market conditions at the time we enter into the lease. If a lease requires monthly maintenance payments, we would typically be obligated to reimburse the lessee for costs they incur for heavy maintenance, overhaul or replacement of certain high-value components to the extent of maintenance payments received in respect of the specific maintenance event, usually shortly following completion of the relevant work. If a lease requires end of lease term maintenance payments, typically the lessee would be required to pay us for its utilization of the aircraft during the lease; however, in some cases, we may owe a net payment to the lessee in the event heavy maintenance is performed and paid for by the lessee during the lease term and the aircraft is returned to us in better condition than at lease inception.Payments

WeTypically, ~~record~~the ~~monthly~~lessee will be responsible for performing maintenance on the aircraft and will be required to make payments byto ~~the~~us ~~lessee~~for asheavy ~~accrued~~maintenance, overhaul or replacement of certain high-value components of the aircraft. These maintenance payments ~~liabilities~~are inbased ~~recognition~~on hours or cycles of ~~our~~utilization ~~contractual~~or ~~commitment~~on tocalendar ~~refund~~time, ~~such~~depending ~~receipts. In~~upon ~~these~~the ~~contracts~~component, weand ~~typically~~would dobe ~~not~~made ~~recognize~~either ~~such~~monthly ~~maintenance~~in ~~payments~~arrears asor ~~maintenance~~at ~~revenue~~the ~~during~~end of the lease term. ~~Reimbursements~~Our determination of whether to ~~the~~require ~~lessee~~such ~~upon~~payments ~~the~~to ~~receipt~~be ofmade ~~evidence~~monthly ofor ~~qualifying~~to permit a lessee to make a single maintenance ~~work~~payment ~~are~~at ~~charged~~the ~~against~~end of the ~~existing~~lease ~~accrued~~term ~~maintenance~~depends ~~payments~~on ~~liability. We~~a ~~currently~~variety ~~defer~~of ~~maintenance~~factors, ~~revenue~~including ~~recognition~~the creditworthiness of ~~most~~the ~~monthly~~lessee, ~~maintenance~~the ~~payments~~level ~~until~~of wesecurity ~~are~~deposit ~~able~~which tomay ~~determine~~be provided by the ~~amount,~~lessee ifand ~~any,~~market byconditions ~~which~~at the ~~monthly~~time ~~maintenance~~we ~~payments~~enter ~~received~~into ~~from~~the lease. If a lessee ~~exceed~~is ~~costs~~making tomonthly maintenance payments, we would typically be ~~incurred~~obligated byto ~~that~~reimburse the lessee infor ~~performing~~costs they incur for heavy maintenance, ~~which~~overhaul ~~generally~~or ~~occurs~~replacement atof orcertain ~~near~~high-value ~~the~~components, ~~end~~usually following completion of the ~~lease~~relevant work. ~~End~~If a lessee makes a single end of lease ~~term~~ maintenance ~~payments~~payment, ~~made~~the lessee would be required to pay us ~~are~~for ~~recognized~~its asutilization ~~maintenance~~of ~~revenue,~~the ~~and~~aircraft ~~end~~during ofthe lease. ~~term~~In ~~maintenance~~some ~~payments~~cases, however, we ~~make~~may toowe a net payment to the lessee ~~are~~in ~~recorded~~the asevent ~~contra~~heavy maintenance ~~revenue~~is performed and paid for by the lessee during the lease term and the aircraft is returned to us in better condition than at lease inception.

We record monthly maintenance payments by the lessee as accrued maintenance payments liabilities in recognition of our obligation in the lease to refund such receipts, and therefore we typically do not recognize such maintenance payments as maintenance revenue during the lease. Reimbursements to the lessee upon the receipt of evidence of qualifying maintenance work are charged against the existing accrued maintenance payments liability. We currently defer maintenance revenue recognition of most monthly maintenance payments until we are able to determine the amount, if any, by which the monthly maintenance payments received from a lessee exceed costs to be incurred by that lessee in performing heavy maintenance, which generally occurs at or near the end of the lease. End of lease term maintenance payments made to us are recognized as maintenance revenue, and end of lease term maintenance payments we make to a lessee are recorded as contra maintenance revenue.

Lease Incentives and Amortization

Many of our leases contain provisions that may require us to pay a portion of the lessee’s costs for heavy maintenance, overhaul or replacement of certain high-value components. We account for these expected payments as lease incentives, which are amortized as a reduction of revenue over the life of the lease. We estimate the amount of our portion for such costs, typically for the first major maintenance event for the airframe, engines, landing gear and auxiliary power units, expected to be paid to the lessee based on assumed utilization of the related aircraft by the lessee, the anticipated amount of the maintenance event cost and the estimated amounts the lessee is responsible to pay. The assumptions supporting these estimates are reevaluated annually.

This estimated lease incentive is not recognized as a lease incentive liability at the inception of the lease. We recognize the lease incentive as a reduction of lease revenue on a straight-line basis over the life of the lease, with the offset being recorded as a lease incentive liability which is included in maintenance payments on the balance sheet. The payment to the lessee for the lease incentive liability is first recorded against the lease incentive liability, and any excess above the lease incentive liability is recorded as a prepaid lease incentive asset, which is included in other assets on the balance sheet and continues to amortize over the remaining life of the lease.

Lease acquisition costs related to reconfiguration of the aircraft cabin, other lessee specific modifications and other direct costs are capitalized and amortized into revenue over the initial life of the lease, assuming no lease renewals, and are included in other assets.

Income Taxes

The Company records an income tax provision in accordance with the various tax laws for those jurisdictions within which our transactions occur. Aircastle uses an asset and liability based approach in accounting for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement and tax basis of existing assets and liabilities using enacted rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount estimated by us to be realizable. The Company recognizes the tax benefit from an ~~uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. We did not have any unrecognized tax benefits.~~

F - 1211

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. We did not have any unrecognized tax benefits.

Fair Value Measurements

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We measure the fair value of our cash and cash equivalents and certain of our investments in debt and equity securities on a recurring basis and measure the fair value of our aircraft and investment in unconsolidated joint venture on a non-recurring basis. See Note 2.

Lease Revenue Recognition

We lease flight equipment under net operating leases with lease terms typically ranging from 3 to 7 years. We generally do not offer renewal terms or purchase options in our leases, although certain of our operating leases allow the lessee the option to extend the lease for an additional term. Operating leases with fixed rentals and step rentals are recognized on a straight-line basis over the term of the initial lease, assuming no renewals.

Comprehensive Income ~~(Loss)~~

Comprehensive income ~~(loss)~~ consists of net income and other gains and losses, net of income taxes, if any, affecting shareholders’ equity that, under U.S. GAAP, are excluded from net income ~~(loss)~~.

Deferred Financing Costs

Deferred financing costs, which are included in borrowings from secured and unsecured financings, net, ~~in the Consolidated Balance Sheets,~~ are amortized using the interest method for amortizing loans over the lives of the relevant related debt.

Recent Accounting Pronouncements

In ~~March~~November ~~2020~~2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ~~2020~~2023-0407, ~~Reference~~Segment ~~Rate~~Reporting ~~Reform~~ (Topic ~~848~~280): ~~Facilitation~~Improvements ofto ~~the~~Reportable ~~Effects~~Segment ofDisclosures, ~~Reference~~which ~~Rate~~requires ~~Reform~~all onpublic ~~Financial~~entities, ~~Reporting~~including ~~(“ASC~~single ~~848”).~~reportable ~~ASC~~segment ~~848~~entities, ~~provides~~to ~~temporary~~provide ~~optional~~the ~~expedients~~segment ~~and~~measures ~~exceptions~~of profitability used by the CODM to ~~certain~~allocate ~~U.S.~~resources ~~GAAP~~and ~~contract~~assess ~~modification~~performance ~~requirements~~in ~~for~~interim ~~contracts~~and ~~affected~~annual byperiods. ~~reference~~The ~~rate~~standard ~~reform~~also asrequires ~~entities~~disclosure ~~transition~~of ~~away~~significant ~~from~~segment ~~the~~expenses ~~London~~and ~~Interbank~~other ~~Offered~~segment ~~Rate~~items ~~(“LIBOR”)~~that toare ~~alternative~~regularly ~~reference~~provided ~~rates~~to the CODM. InASU ~~December~~2023-07 ~~2022,~~is ~~the~~effective ~~FASB~~for ~~issued~~annual ~~ASU~~periods ~~2022-06~~beginning toafter ~~defer~~December ~~the~~15, ~~sunset~~2023 ~~date~~using ofthe ~~ASC~~retrospective ~~848~~method. We ~~from~~adopted ~~December~~the ~~31,~~standard ~~2022,~~during tothe ~~December~~year 31ended February 28, ~~2024~~2025, ~~after~~ which ~~entities~~did ~~will~~not nohave ~~longer~~a bematerial ~~permitted~~impact toon ~~apply~~our ~~the~~consolidated ~~optional~~financial ~~expedients~~statements; insee ~~ASC~~Note ~~848~~1.

~~The~~In ~~ICE~~December ~~Benchmark Administration Limited~~2023, ~~LIBOR’s administrator, has ceased publishing all LIBOR settings, including~~ the ~~Overnight,~~FASB ~~1-month,~~issued ~~3-month,~~ASU 62023-~~month~~09, ~~and~~Income ~~12-month~~Taxes ~~USD~~(Topic ~~LIBOR~~740): ~~U.S.~~Improvements ~~dollar~~to ~~settings. Effective~~Income ~~March~~Tax 1,Disclosures ~~2023,~~(“ASC we740”). ~~adopted~~ ASC ~~848~~740 ~~and~~enhances ~~commenced~~ the ~~transition~~transparency of ~~our~~income ~~LIBOR-based~~tax ~~contracts~~disclosures primarily related to the ~~Secured~~rate ~~Overnight~~reconciliation ~~Financing~~and ~~Rate~~income ~~(“SOFR”~~taxes orpaid ~~“Term SOFR”)~~information. As ofThe ~~February 29,~~standard ~~2024,~~requires wedisclosure ~~had~~of nospecific ~~aircraft~~categories ~~leases~~in orthe ~~debt~~rate ~~financings~~reconciliation, ~~for~~using ~~which~~both ~~the~~percentages ~~associated~~and ~~lease~~reporting ~~rental~~currency ~~revenue~~amounts, oras ~~interest~~well ~~expense~~as ~~used~~disclosure ~~LIBOR~~of asincome ~~the~~taxes ~~applicable~~paid, ~~reference~~net ~~rate. The~~of ~~adoption~~refunds ofreceived, ~~ASC~~disaggregated ~~848~~by ~~did~~federal, ~~not~~state, ~~have~~and aforeign ~~material~~taxes ~~impact~~and onindividual ~~our~~jurisdictions. ~~consolidated~~The ~~financial~~standard ~~statements.~~is effective

F - 1312

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Infor ~~December~~annual ~~2023,~~periods ~~the~~beginning ~~FASB~~after ~~issued~~December ~~ASU 2023-09~~15, ~~Income~~2024 ~~Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASC 740”). ASC 740 enhances the transparency of income tax disclosures primarily related to the rate reconciliation~~ and ~~income~~should ~~taxes~~be ~~paid~~applied ~~information. The~~on ~~standard~~a ~~requires~~prospective disclosure of specific categories in the rate reconciliation, using both percentages and reporting currency amounts, as well as disclosure of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and individual jurisdictionsbasis. ~~The~~ ~~standard is effective for annual periods beginning after December 15, 2024.~~ We are currently evaluating the standard,; however, it is not expected to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires entities to provide additional disclosure around certain costs and expenses presented within the Income Statement. This standard aims to improve the disclosures around the entity’s expenses and address requests from investors for more detailed information about the types of expenses. The standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company does not anticipate that the adoption of the standard will have a material impact on its consolidated financial statements or related disclosures.

Note 2. Fair Value Measurements

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows:

•Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.

•Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability.

The valuation techniques that may be used to measure fair value are as follows:

•The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

•The income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts.

•The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Assets Measured at Fair Value on a Recurring Basis

The following tables set forth our financial assets as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, that we measured at fair value on a recurring basis by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

	Fair Valueas ofFebruary 29, 2024		Fair Value Measurements at February 29, 2024Using Fair Value Hierarchy
	Fair Valueas ofFebruary 28, 2025		Fair Value Measurements at February 28, 2025Using Fair Value Hierarchy
			Level 1		Level 2		Level 3		ValuationTechnique
Assets:
Cash and cash equivalents	$	~~129~~279,~~977~~052	$	~~129~~279,~~977~~052	$	—	$	—	Market
Investments, at fair value
Investment in debt securities	$	5,029	$	—	$	—	$	5,029	Income
Investment in equity securities	54,~~131~~883		~~1,687~~985		—		3,~~444~~898		Market/Income
Total investments, at fair value	$	109,~~160~~912	$	~~1,687~~985	$	—	$	8,~~473~~927

F - 1413

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

	Fair Valueas ofFebruary 28, 2023		Fair Value Measurements at February 28, 2023Using Fair Value Hierarchy
	Fair Valueas ofFebruary 29, 2024		Fair Value Measurements at February 29, 2024Using Fair Value Hierarchy
			Level 1		Level 2		Level 3		ValuationTechnique
Assets:
Cash and cash equivalents	$	~~231~~129,~~861~~977	$	~~231~~129,~~861~~977	$	—	$	—	Market
Investments, at fair value
Investment in debt securities	$	5,029	$	—	$	—	$	5,029	Income
Investment in equity securities	5,~~790~~131		21,~~346~~687		—		3,444		Market/Income
Total investments, at fair value	$	10,~~819~~160	$	21,~~346~~687	$	—	$	8,473

Our cash and cash equivalents consist largely of money market securities that are highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities (Level 1). Our investments in debt and equity securities consist of notes and shares received as a result of claims settlements from various airline customers that had entered into bankruptcy proceedings or similar-type restructurings. Our investment in equity securities that are traded in an active market have been valued using quoted market prices (Level 1). Our investments in other equity securities and debt securities for which there is no active market or there is limited market data have been valued using the income approach (Level 3).

For the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, we had no transfers into or out of Level 3.

Assets Measured at Fair Value on a Non-recurring Basis

We measure the fair value of certain assets and liabilities on a non-recurring basis, when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate the carrying amounts of these assets may not be recoverable. Assets subject to these measurements include our aircraft and ~~investment in~~ unconsolidated ~~joint~~equity ~~venture~~method investment.

We record aircraft at fair value when we determine the carrying value may not be recoverable. Fair value measurements for aircraft in impairment tests are based on the average of the market approach (Level 2 or 3), which includes third -party appraisal data, and an income approach (Level 3), which includes the Company’s assumptions and appraisal data as to the present value of future cash proceeds from leasing and selling aircraft ~~discounted using the Company’s weighted average cost of capital~~. Level 3 valuations contain significant non-observable inputs. See “Aircraft Valuation” below for further information.

We account for our ~~investment in~~ unconsolidated ~~joint~~equity ~~venture~~method investment under the equity method of accounting. Our investment is recorded at cost and is adjusted by undistributed earnings and losses and the distributions of dividends and capital. This investment is reviewed for impairment whenever events or changes in circumstances indicate the fair value is less than its carrying value and the decline is other-than-temporary.

Financial Instruments

Our financial instruments, other than cash, consist principally of cash equivalents, accounts receivable, investments in debt and equity securities, accounts payable and secured and unsecured financings. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximates the carrying value of these financial instruments because of their short-term nature.

The fair value of our investments, which consist of debt and equity securities, have been valued using either quoted market prices to the extent such securities are traded in an active market (Level 1), or using the income approach for those securities where there is no active market or there is limited market data (Level 3). The fair value of our senior notes is estimated using quoted market prices (Level 1), whereas all our other financings are valued using a discounted cash flow analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements (Level 2).

F - 1514

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

The carrying amounts and fair values of our financial instruments at February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, were as follows:

	February 29, 2024				February 28, 2023
	February 28/29,
	2025				2024
Assets	Carrying Amountof Asset		Fair Valueof Asset		Carrying Amountof Asset		Fair Valueof Asset
Investments, at fair value(1)	$	109,~~160~~912	$	109,~~160~~912	$	10,~~819~~160	$	10,~~819~~160
Other investments, net(2)	54,~~079~~916		54,~~079~~916		—5,079		—5,079
Liabilities	Carrying Amountof Liability		Fair Valueof Liability		Carrying Amountof Liability		Fair Valueof Liability
Credit Facilities	$	20150,000	$	20150,000	$	20,000	$	20,000
Unsecured Term Loan	—		—		155,000		151,449
Term Financings	509,104		513,161		883,451		885,139
Term Financings	883,451		885,139		761,283		739,804
Senior Notes	4,350,000		4,387,341		3,850,000		3,738,146
Senior Notes	3,850,000		3,738,146		3,700,000		3,524,563

_______________

(1)See Assets Measured at Fair Value on a Recurring Basis.

(2)AsWe ofhad ~~February 29,~~a ~~2024,~~$4.1 wemillion ~~had~~and a $3.2 million allowance for credit losses on certain investments in debt securities that are carried at amortized cost as of February 28, 2025 and February 29, 2024, respectively – see Note 15.

Aircraft Valuation

Impairment of Flight Equipment

During the year ended February 2928, ~~2024~~2025, the Company recorded ~~impairments~~impairment charges totaling $5519.24 million~~. Of the total impairments~~, including $3911.50 million ~~were~~of transactional impairments related to a scheduled ~~aircraft~~ lease ~~expirations~~expiration and ~~engine~~an ~~redeliveries~~aircraft ~~during~~lease ~~the year ended February 29, 2024~~amendment. The Company recognized $4824.0 million of maintenance revenue for these aircraft ~~and~~during ~~engines~~the year ended February 28, 2025. ~~See~~Total ~~“Annual~~impairment ~~Recoverability~~charges ~~Assessment”~~also ~~below~~included ~~for~~$8.4 ~~further~~million ~~information~~related ~~regarding~~to ~~impairment~~flight ~~charges~~equipment ~~recognized~~that was recorded as ~~part~~a component of ~~our~~other ~~annual~~assets ~~fleet~~and ~~review~~subject to tear-down and parts sales programs.

During the year ended February 2829, ~~2023~~2024, the Company ~~wrote~~recorded ~~off~~impairments ~~the~~charges ~~remaining~~totaling ~~book~~$55.2 ~~values~~million. Of ofthe 8total ~~narrow-body~~impairments, ~~and~~$39.5 1million ~~freighter~~were ~~aircraft~~transactional inimpairments ~~Russia~~related ~~which have not been returned~~ to ~~us. As~~scheduled aaircraft ~~result,~~lease ~~the~~expirations ~~Company~~and ~~recorded~~engine ~~impairment~~redeliveries ~~charges totaling $31.9 million~~ during the year ended February 2829, ~~2023~~2024. The Company ~~also~~ recognized $2048.30 million of maintenance ~~and other~~ revenue for these 9 aircraft ~~related to payments received on maintenance~~ and ~~general security letters of credit~~engines.

InRecoverability addition to the asset write-offs above, during the year ended February 28, 2023, the Company recorded impairment charges totaling $53.7 million primarily related to the scheduled lease expirations of 3 narrow-body aircraft and lease terminations of 2 narrow-body aircraft, as well as 1 wide-body aircraft resulting from our annual fleet review. The Company recognized $58.9 million of maintenance and lease rentals received in advance into revenue for these aircraft during the year ended February 28, 2023.Assessment

~~Annual~~We ~~Recoverability~~perform ~~Assessment~~a recoverability assessment of all aircraft and other flight equipment on a quarterly basis and annually during the third quarter of fiscal year 2024.

We ~~performed~~perform ~~our~~a ~~annual~~ recoverability ~~assessment~~test ofwhen ~~all~~events ~~our~~or ~~aircraft~~changes ~~during~~in circumstances, or indicators, suggest that the ~~third~~carrying ~~quarter~~amount or net book value of ~~fiscal~~an ~~2023~~aircraft or other flight equipment may not be recoverable. As aFor ~~result~~assets with indicators of impairment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceed its net book value. The undiscounted cash flows consist of ~~our~~cash ~~annul~~flows ~~fleet~~from ~~review~~currently contracted lease rentals and maintenance payments, wefuture ~~recorded~~projected ~~impairment~~lease ~~charges~~rates ofand $9maintenance payments, transition costs, estimated down time, and estimated residual or scrap values for an aircraft.5 ~~million~~In ~~related~~the toevent 3that ~~narrow-body~~an aircraft does not meet the recoverability test, asthe ~~well~~aircraft aswill 1be ~~spare~~adjusted ~~engine~~to fair value, resulting in an impairment charge.

~~When~~Management weassumptions ~~perform~~are abased ~~recoverability~~on ~~assessment,~~current weand ~~measure~~future ~~whether~~expectations of the ~~estimated~~global ~~future~~demand ~~undiscounted~~for ~~net~~a ~~cash~~particular ~~flows~~aircraft ~~expected~~type toand behistorical ~~generated~~experience byin the aircraft ~~exceed~~leasing ~~its~~market ~~net~~and ~~book~~aviation ~~value~~industry, as well as information received from third-party industry sources. The ~~undiscounted~~factors ~~cash~~considered ~~flows~~in ~~consist~~estimating ofthe undiscounted cash flows ~~from~~are ~~currently~~impacted ~~contracted~~by ~~lease~~changes ~~rental~~in ~~and~~future ~~maintenance~~periods ~~payments,~~due ~~future~~to changes in projected lease ~~rates~~rental and maintenance payments, ~~transition~~residual ~~costs~~values, ~~estimated~~economic ~~down~~conditions, ~~time~~technology, ~~and~~airline ~~estimated~~demand ~~residual or scrap values~~ for ana particular aircraft. Intype ~~the~~and ~~event~~other ~~that~~factors, ansuch ~~aircraft~~as ~~does not meet~~ the ~~recoverability~~location ~~test,~~of the aircraft ~~will~~and beaccessibility ~~adjusted~~ to ~~fair~~records ~~value,~~and ~~resulting~~technical ~~in an impairment charge~~documentation.

F - 1615

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Management develops the assumptions used in the recoverability analysis based on current and future expectations of the global demand for a particular aircraft type and historical experience in the aircraft leasing market and aviation industry, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in projected lease rental and maintenance payments, residual values, economic conditions, technology, airline demand for a particular aircraft type and other factors, such as the location of the aircraft and accessibility to records and technical documentation.

If our estimates or assumptions change, including those related to our customers that have entered judicial insolvency proceedings or similar-type proceedings or restructurings, we may revise our cash flow assumptions and record future impairment charges. While we believe that the estimates and related assumptions used in our recoverability assessments are appropriate, actual results could differ from those estimates.

Note 3. Flight Equipment Held for Lease, Net

The following table summarizes the activities for the Company’s flight equipment held for lease for the years ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024:

	February 29,		February 28,
	February 28/29,
	2024		2023
	2025		2024
Beginning balance	$	6,~~567~~940,~~606~~502	$	6,~~313~~567,~~950~~606
Additions	1,~~264~~670,~~369~~063		~~984~~1,~~172~~264,369
Depreciation	(~~347~~353,~~297~~395)		(~~331~~347,~~387~~297)
Disposals and transfers to net investment in leases and held for sale	(~~492~~601,~~818~~331)		(~~316~~492,~~892~~818)
Impairments	(5110,~~358~~972)		(8251,~~237~~358)
Ending balance	$	67,~~940~~644,~~502~~867	$	6,~~567~~940,~~606~~502
Accumulated depreciation	$	2,~~328~~163,~~354~~084	$	2,~~289~~328,~~264~~354

Russian Aircraft Insurance Settlements

OnDuring ~~December~~the ~~26,~~fourth ~~2023~~quarter of fiscal year 2024, the Company received cash ~~settlement~~ proceeds of $4349.25 million in settlement of the Company’s claims ~~under~~against ~~the~~certain ~~insurance policies~~ of ~~Joint~~the ~~Stock~~insurers ~~Company~~under ~~Aurora~~its ~~Airlines~~C&P ~~and~~Policies. The ~~Joint~~settlement ~~Stock~~proceeds ~~Company~~were ~~Rossiya~~recorded ~~Airlines~~as ~~(collectively,~~a ~~the~~component ~~“Airlines”) in respect~~ of 4other ~~aircraft~~income ~~(collectively,~~for the ~~“Aircraft”)~~year ~~formerly~~ended ~~on lease to the Airlines~~February 28, ~~which has been recorded within gain on sale or disposition of flight equipment~~2025. The ~~settlement~~receipt ~~resolves~~of ~~claims against~~ the ~~Airlines,~~insurance ~~their~~proceeds ~~respective~~serve ~~insurers,~~to ~~and~~mitigate ~~transfers~~in part, the ~~Aircraft~~Company’s ~~title~~losses tounder aits ~~Russian~~aviation ~~insurer~~insurance policies. ~~The~~We ~~Company~~remain is in ~~ongoing~~ settlement discussions ~~for~~with ~~the~~some 5of ~~other~~the ~~aircraft~~remaining ~~that~~insurers ~~were~~under ~~not~~our ~~included~~C&P ~~in the insurance settlement~~Policies. However, itthe iscollection, ~~uncertain~~timing ~~whether~~and ~~any~~amount of ~~these~~any ~~discussions~~future ~~will~~recoveries, ~~result~~including inthose ~~any~~related ~~settlement~~to ~~and,~~insurance ~~if so~~litigation, inremain ~~what amount~~uncertain. ~~Settlement proceeds~~Accordingly, ~~net~~at ofthis ~~any related costs~~time, ~~were~~the ~~recorded~~Company ascan agive ~~component~~no ofassurance ~~gain~~as onto ~~sale~~when or ~~disposition~~what ofamounts ~~flight~~it ~~equipment~~may ~~for~~ultimately ~~the~~collect ~~year~~with ~~ended~~respect ~~February 29,~~to ~~2024.~~these matters.

~~The~~During ~~receipt~~the ofyear ended February 29, 2024, the ~~insurance~~Company received cash settlement proceeds ~~serve~~of to$43.2 ~~mitigate,~~million in ~~part,~~settlement of the Company’s ~~losses~~claims under ~~its~~the ~~aviation~~ insurance policies~~. The~~ of Joint Stock Company ~~reserves~~Aurora ~~all~~Airlines ~~rights~~and ~~under~~Joint ~~its~~Stock ~~C&P~~Company ~~Policies. The~~Rossiya ~~collection~~Airlines (collectively, ~~timing~~the ~~and~~“Airlines”) ~~amount~~in respect of ~~any~~4 ~~future~~aircraft ~~recoveries~~(collectively, ~~including~~the ~~those~~“Aircraft”) ~~related~~formerly on lease to ~~insurance~~the ~~litigation~~Airlines, ~~remain~~which ~~uncertain. Accordingly,~~has atbeen ~~this~~recorded ~~time,~~within ~~the~~gain ~~Company~~on ~~can~~sale ~~give~~or nodisposition ~~assurance~~of asflight toequipment. The ~~when~~settlement orresolves ~~what~~claims ~~amounts~~against itthe ~~may~~Airlines, ~~ultimately~~their ~~collect~~respective ~~with~~insurers, ~~respect~~and transfers the Aircraft title to ~~these~~a ~~matters~~Russian insurer.

F - 1716

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Note 4. Lease Rental Revenues

Minimum future lease rentals contracted to be received under our existing operating leases of flight equipment at February 2928, ~~2024~~2025 were as follows:

Year Ended February 28/29,	Amount(1)
2025	$	613,668
2026	$	706,174
2026	523,495
2027	633,400
2027	459,657
2028	530,198
2028	387,353
2029	446,034
2029	313,853
2030	362,417
Thereafter	~~792~~941,~~459~~765
Total	$	3,~~090~~619,~~485~~988

_______________

(1)Reflects impact of lessee lease rental deferrals.

At February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, the amounts of lease incentive liabilities recorded in maintenance payments on the consolidated balance sheets were $2634.68 million and $2226.46 million, respectively.

Note 5. Net Investment in Leases, Net

At February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, our net investment in leases consisted of 1514 and 415 aircraft, respectively. ~~The~~We ~~components~~sold of1 ~~our~~aircraft ~~net~~that ~~investment~~was insubject ~~leases~~to ata ~~February 29,~~sales-type ~~2024~~lease ~~and~~during the year ended February 28, ~~2023 were as follows:~~ 2025.

	February 29,		February 28,
	2024		2023
Lease receivable	$	142,983	$	31,674
Unguaranteed residual value of flight equipment	147,170		37,287
Net investment in leases	290,153		68,961
Allowance for credit losses	(7,714)		(1,267)
Net investment in leases, net	$	282,439	$	67,694

The components of our net investment in leases at February 28, 2025 and February 29, 2024 were as follows:

During the year ended February 29, 2024, 12 aircraft were reclassified from operating leases to sales-type leases and we recognized a provision for credit losses totaling $7.0 million for these aircraft.


	February 28/29,
	2025		2024
Lease receivable	$	121,202	$	142,983
Unguaranteed residual value of flight equipment	142,849		147,170
Net investment in leases	264,051		290,153
Allowance for credit losses	(6,802)		(7,714)
Net investment in leases, net	$	257,249	$	282,439

~~Collectability~~As of ~~the lease payments for 10 of these 12 aircraft, which was not deemed probable at the effective date of the related lease modifications, became probable during the year ended~~ February 2928, ~~2024. Accordingly~~2025, wefuture ~~derecognized the carrying amounts of the underlying aircraft and~~ lease payments ~~recorded~~on ~~by us as deposit liabilities and recognized~~ net ~~investments~~investment in leases~~. A~~ ~~selling~~were ~~profit totaling $32.7 million for these 10 aircraft was recognized~~ as ~~a component of gain on sale or disposition of flight equipment for the year ended February 29, 2024.~~follows:

We also sold 1 aircraft that was subject to a sales-type lease during the year ended February 29, 2024.


Year Ending February 28/29,	Amount
2026	$	15,517
2027	25,260
2028	26,263
2029	25,994
2030	22,891
Thereafter	42,252
Total lease payments to be received	158,177
Present value of lease payments – lease receivable	(121,202)
Difference between undiscounted lease payments and lease receivable	$	36,975

F - 1817

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

As of February 29, 2024, future lease payments on net investment in leases were as follows:

Year Ending February 28/29,	Amount
2025	$	28,151
2026	17,262
2027	26,160
2028	27,163
2029	26,716
Thereafter	65,194
Total lease payments to be received	190,646
Present value of lease payments - lease receivable	(142,983)
Difference between undiscounted lease payments and lease receivable	$	47,663

Note 6. Concentration of Risk

The classification of regions in the tables below is based on our customers’ principal place of business.

The geographic concentration of our Net Book Value as of February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024 was as follows:

	February 29, 2024				February 28, 2023
	February 28/29,
	2025				2024
Region	Number ofAircraft		Net BookValue %		Number ofAircraft	Net BookValue %
Asia and Pacific	6367		2728	%	6263	2827	%
Europe	9099		30	%	8890	30	%
Middle East and Africa	911		5	%	89	35	%
North America	4658		2326	%	3846	2023	%
South America	3229		1411	%	2932	14	%
Off-lease	31	(1)	1—	%	143	51	%
Total	~~243~~265		100	%	~~239~~243	100	%

_______________

(1)OfWe ~~the~~currently ~~3 off-lease aircraft at February 29, 2024, we~~ have 1 narrow-body freighter aircraft that we are ~~currently~~ marketing for lease or sale.

The following table sets forth ~~Net~~net ~~Book~~book ~~Value~~value of flight equipment attributable to individual countries representing at least 10% of ~~Net~~net ~~Book~~book ~~Value~~value of flight equipment based on each lessee’s principal place of business as of:

	February 29, 2024				February 28, 2023
	February 28/29,
	2025				2024
Region	Net BookValue		Net BookValue %	NumberofLessees	Net BookValue		Net BookValue %	NumberofLessees
India(1)	$	750,498	11%	4	$	—	—%	—
United States	$	1,223,496	16%	7	$	806,162	11%	5
United States(1)	806,162		11%	5	—		—%	—
India	1,046,978		14%	3	750,498		11%	4

~~_______________~~The geographic concentration of our lease rental revenue earned from flight equipment held for lease was as follows:

(1) As of February 28, 2023, India and the United States represented less than 10% of our Net Book Value.


	Year Ended February 28/29,
Region	2025		2024		2023
Asia and Pacific	29	%	29	%	33	%
Europe	31	%	30	%	29	%
Middle East and Africa	4	%	4	%	5	%
North America	25	%	23	%	19	%
South America	11	%	14	%	14	%

Total	100	%	100	%	100	%

F - 1918

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

The geographic concentration of our lease rental revenue earned from flight equipment held for lease was as follows:

	Year Ended February 29,		Year Ended February 28,
Region	2024		2023		2022
Asia and Pacific	29	%	33	%	29	%
Europe	30	%	29	%	36	%
Middle East and Africa	4	%	5	%	5	%
North America	23	%	19	%	15	%
South America	14	%	14	%	15	%
Total	100	%	100	%	100	%

The following table shows the number of lessees with lease rental revenue of at least 5% of total lease rental revenue and their combined total percentage of lease rental revenue for the periods indicated:

	Year Ended February 29,		Year Ended February 28,
	Year Ended February 28/29,
	2024		2023		2022
	2025		2024		2023
	Number of Lessees	Combined % ofLease Rental Revenue	Number of Lessees	Combined % ofLease Rental Revenue	Number of Lessees	Combined % ofLease Rental Revenue
Largest lessees by lease rental revenue(1)	3	21%	3	21%	6	38%
Largest lessees by lease rental revenue	3	20%	3	21%	3	21%

~~(1)The~~For ~~number of lessees and combined percentage for~~ the year ended February 28, ~~2022~~2025, ~~includes~~total 1revenue ofattributable ~~our~~to ~~Russian~~the ~~lessees~~United States, ~~which~~Spain ~~accounted~~and ~~for~~India 5was 15%, of10% ~~total~~and ~~lease~~10%, ~~rental revenue~~respectively. ~~Lease~~Total ~~rental~~ revenue ~~for~~attributable ~~this~~to ~~customer includes~~ the ~~recognition~~United ofStates ~~lease~~and ~~rentals~~Spain ~~received~~included in$37.8 ~~advance~~million ofand $1740.25 million, ~~into revenue; excluding this amount~~respectively, ~~this~~from ~~customer~~gains ~~accounted~~on ~~for~~sale 2%or disposition of ~~total~~flight ~~lease~~equipment ~~rental~~and maintenance revenue.

For the year ended February 29, 2024, no single country comprised 10% or more of total revenue.

For the year ended February 28, 2023, total revenue attributable to the United States and India was 15% and 12%, respectively, and was partially driven by maintenance and other revenue and gains on sale of aircraft.

For the year ended February 28, 2022, we had 6 Russian lessees that accounted for 17% of our total revenue. Total revenue from these lessees included $89.4 million of lease rentals received in advance, maintenance, security deposits and other revenue resulting from the sanctions placed on Russia, which required the termination of leasing activities.

Note 7. Unconsolidated Equity Method Investment

We have an equity method investment with Mizuho Leasing which has 98 aircraft with a net book value of $~~271~~244.73 million at February 2928, ~~2024~~2025.

	February 29,		February 28,
	February 28/29,
	2024		2023
	2025		2024
Balance at February 28, 2023	$	40,505	$	38,317
Beginning balance	$	42,710	$	40,505
Earnings of unconsolidated equity method investment, net of tax	23,~~205~~103		2,~~188~~205
Balance at February 29, 2024	$	42,710	$	40,505
Ending balance	$	45,813	$	42,710

FOn -October 2029, 2024, we entered into a loan agreement to provide our equity method investee with a $4.5 million unsecured loan facility, which bears interest at a rate of Term SOFR (as defined in the credit agreement) plus 2% and is payable on October 29, 2025. This transaction was approved by our management as an arm’s length transaction under our related party policy. On January 6, 2025, $3.5 million of the outstanding principle amount was repaid by our equity method investee.

F - 19

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Note 8. Borrowings from Secured and Unsecured Debt Financings

The outstanding amounts of our secured and unsecured term debt financings were as follows:

	At February 29, 2024					At February 28, 2023
	At February 28, 2025					At February 29, 2024
Debt Obligation	OutstandingBorrowings		Number of Aircraft	Interest Rate	Final StatedMaturity	OutstandingBorrowings
Secured Debt Financings:
Term Financings(1)	$	~~883~~509,~~451~~104	3821	2.36% to 76.67%	0911/1321/2429 to 06/27/32	$	~~761~~883,~~283~~451
Less: Debt issuance costs	(86,~~054~~495)					(8,~~985~~054)
Total secured debt financings, net of debt issuance costs and discounts	~~875~~502,~~397~~609					~~752~~875,~~298~~397
Unsecured Debt Financings:
5.000% Senior Notes due 2023(2)	—			—%	N/A	500,000
Senior Notes due 2024(2)	—			4.125%	05/01/24	500,000
4.400% Senior Notes due 2023(2)	—			—%	N/A	650,000
Senior Notes due 2024	500,000			4.125%	05/01/24	500,000
Senior Notes due 2025	650,000			5.25%	08/11/25	650,000
Senior Notes due 2026	650,000			4.25%	06/15/26	650,000
2.850% Senior Notes due 2028	750,000			2.85%	01/26/28	750,000
6.500% Senior Notes due 2028	650,000			6.50%	07/18/28	—650,000
Senior Notes due 2029	650,000			5.95%	02/15/29	—650,000
Unsecured Term Loan(2)	—			—%	N/A	155,000
Senior Notes due 2030	500,000			5.25%	03/15/30	—
Revolving Credit Facilities	20,000			7.48%	05/24/25 to 02/08/28	20,000
Senior Notes due 2031	500,000			5.75%	10/01/31	—
Less: Debt issuance costs and discounts	(46,901)					(32,546)
Revolving Credit Facilities	150,000			5.67% to 6.60%	05/24/25 to 02/08/28	20,000
Total unsecured debt financings, net of debt issuance costs and discounts	3,823,099					3,842,454
Less: Debt issuance costs and discounts	(47,219)					(46,901)
Total secured and unsecured debt financings, net of debt issuance costs and discounts	$	4,698,496				$	4,594,752
Total unsecured debt financings, net of debt issuance costs and discounts	4,452,781					3,823,099
Total secured and unsecured debt financings, net of debt issuance costs and discounts	$	4,955,390				$	4,698,496

~~(1)The borrowings under these financings at February 29, 2024 have a weighted-average fixed rate of interest of 5.45%.~~_______________

(1)The borrowings under these financings at February 28, 2025 have a weighted-average fixed rate of interest of 5.85%.

(2)Repaid at their final stated maturity date.

Secured Debt Financings:

Term Financings

~~During~~On ~~the~~August ~~year ended February 29~~28, 2024, we ~~borrowed~~repaid ~~the~~in ~~remaining~~full the $~~168~~206.73 million ~~available~~outstanding ~~under~~principal ~~our~~amount ~~full~~of ~~recourse~~one ~~secured~~of ~~financing~~our ~~facility~~term ~~entered~~financings ~~into~~secured onby ~~November~~8 21aircraft, ~~2022~~and ~~(the “2022 Secured Facility”). The total amount borrowed under the 2022 Secured Facility was~~ $~~447~~1.79 million inof ~~relation~~accrued ~~to 17 owned aircraft~~interest. The ~~2022~~secured ~~Secured~~term ~~Facility~~financing ~~bears~~had ~~interest at~~ a ~~floating~~final ~~rate~~stated ~~under~~maturity ~~the~~date ~~Term~~of ~~SOFR~~September ~~(as~~13, ~~defined~~2024, inand ~~the~~we ~~credit~~recognized ~~agreement~~a ~~governing~~gain on the ~~2022~~early ~~Secured~~extinguishment ~~Facility)~~of ~~plus~~debt 2of $0.~~35%~~3 ~~per annum and matures on November 21, 2029~~million.

On December 27, 2024, we repaid in full the $60.6 million outstanding principal amount of one of our term financings secured by 7 aircraft, and $0.6 million of accrued interest, at its stated maturity date.

On February 28, 2025, we repaid in full the $79.7 million outstanding principal amount of one of our term financings secured by 3 aircraft, and $0.6 million of accrued interest. The secured term financing had a final stated maturity date of March 6, 2025.

Unsecured Debt Financings:

65.~~500~~750% Senior Notes due ~~2028~~2031

On July 18, ~~2023~~2024, the Company ~~issued~~and ~~$650.0~~Aircastle ~~million~~(Ireland) ~~aggregate~~Designated ~~principal~~Activity ~~amount~~Company ~~of 6.500% Senior Notes due 2028~~ (~~the~~ “~~6.500% Senior Notes due 2028~~AIDAC”) ~~at an issue price of 99.815%. The 6.500% Senior Notes due 2028 will mature on July 18~~, ~~2028, and bear interest at~~ a ~~rate of 6.50% per annum, payable semi~~wholly-~~annually~~owned onsubsidiary ~~January 18 and July 18~~ of ~~each~~the ~~year~~Company, ~~commencing~~issued on$500.0 ~~January~~million ~~18,~~aggregate ~~2024. Interest~~principal ~~accrues~~amount onof ~~the 6~~5.~~500~~750% Senior Notes due ~~2028~~2031 ~~from~~(the ~~July 18, 2023.~~

F - 2120

Filing Compare · Aircastle LTD