Form 8-K

8-K — Aircastle LTD

Accession: 0001628280-26-047770

Filed: 2026-07-09

Period: 2026-07-09

CIK: 0001362988

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ayr-20260709.htm (Primary)

EX-99.1 — AYR Q1 2026 EARNINGS RELEASE (ayrq12026exhibit991.htm)

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Aircastle LTD0001362988false00013629882026-07-092026-07-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 9, 2026

Aircastle Limited

(Exact name of registrant as specified in its charter)

Bermuda 001-32959 98-0444035

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

c/o Aircastle Advisor LLC, 201 Tresser Boulevard,

Suite 400

Stamford

Connecticut 06901

(Address of principal executive offices) (Zip Code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 9, 2026, Aircastle Limited announced financial results for its first quarter ended May 31, 2026, as described in the press release furnished hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished pursuant to this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No. Description

99.1

Press Release dated July 9, 2026, issued by Aircastle Limited

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AIRCASTLE LIMITED

(Registrant)

/s/ Sarah Clarkin

Sarah Clarkin

Chief Legal Officer and Secretary

Date: July 9, 2026

EX-99.1 — AYR Q1 2026 EARNINGS RELEASE

EX-99.1

Filename: ayrq12026exhibit991.htm · Sequence: 2

Document

July 9, 2026

FOR IMMEDIATE RELEASE

Contact:

Aircastle (Ireland) DAC (US)

Jim Connelly, SVP ESG & Corporate Communications

Tel: +1-203-504-1871

jconnelly@aircastle.com

Aircastle Announces First Quarter 2026 Results

Highlights for the Three Months Ended May 31, 2026

•Total revenues of $236 million and net income of $34 million

•6% increase in lease rental revenue compared to first quarter 2025

•Adjusted EBITDA(1) of $208 million

•Acquired 4 aircraft for $117 million

•Sold 5 aircraft and other flight equipment for proceeds of $114 million and gains on sales of $11 million

•New technology aircraft comprised 52% of our fleet's net book value as of May 31, 2026

Liquidity

•Raised $1 billion in new financings: $650 million unsecured senior notes at 5.000% and a $375 million unsecured term loan with 4 lenders; term loan is expandable to $425 million

•98% of total debt is unsecured as of May 31, 2026

•Adjusted net debt-to-equity of 2.2 times as of May 31, 2026

•Total liquidity of $2.6 billion as of July 1, 2026, which includes $2.0 billion of undrawn facilities, $0.5 billion of projected adjusted operating cash flows and sales through July 1, 2027, and $0.1 billion of unrestricted cash

•270 unencumbered aircraft and other flight equipment with a net book value of $8.3 billion

________________________________________

(1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers.

Mike Inglese, Aircastle’s CEO, stated, “Over the past several months, we've seen conflict-related fuel prices challenge airline profitability, yet our customers are finding ways to manage costs. Despite this challenge to the sector, supply shortages have aviation investors seeing consistently high values for aircraft and engines. Favorable rental revenues and gains on sales enabled us to complete our first quarter of 2026 with $34 million in net income.”

Mr. Inglese concluded, “As the aviation finance market continues to mature, we're demonstrating our ability to quickly source liquidity. We sourced over $1 billion in new financings during the first quarter. With a proven track record and the shareholder support we receive from Marubeni Corporation and Mizuho Leasing, we look forward to deploying capital in 2026 with a disciplined strategy focused on profitability.”

Aviation Assets

As of May 31, 2026, Aircastle owned 274 aircraft and other flight equipment having a net book value of $8.4 billion and managed an additional 5 aircraft.

Owned Aircraft

As of

May 31, 2026

As of

May 31, 2025

(Dollars in millions)

Net Book Value of Flight Equipment $ 8,412 $ 8,149

Net Book Value of Unencumbered Flight Equipment

$ 8,296 $ 8,029

Number of Aircraft

274 264

Number of Unencumbered Aircraft

270 260

Number of Lessees 72 77

Number of Countries 43 47

Weighted Average Age (years)(1)

9.2 8.9

Weighted Average Remaining Lease Term (years)(1)

5.3 5.6

Weighted Average Fleet Utilization during the First Quarter(2)

97.9 % 99.5 %

Managed Aircraft

Number of Managed Aircraft(3)

5 8

_______________

(1)Weighted by Net Book Value.

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

(3)Number of managed aircraft as of May 31, 2026. includes 4 aircraft owned by our joint venture with Mizuho Leasing.

Conference Call

Following this press release, management will host a conference call on Thursday, July 9, 2026, at 9:00 A.M. Eastern Time. All interested parties are welcome to participate in the live call. The conference call can be accessed by dialing 1 (800) 836-8184 (from within the U.S. and Canada) or +1 (646) 357-8785 (outside the U.S. and Canada) ten minutes prior to the scheduled start. Please reference our company name “Aircastle” when prompted by the operator.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.aircastle.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.

For those who are not available to listen to the live call, a replay will be available on Aircastle's website shortly after the live call.

About Aircastle Limited

Aircastle Limited acquires, leases and sells commercial jet aircraft to airlines throughout the world. As of May 31, 2026, Aircastle owned and managed 279 aircraft leased to 72 airline customers located in 43 countries.

Safe Harbor

All statements in this press release, 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 proposed public offering of notes and 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,” “enables,” “intends,” “plans,” “positions,” “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 press release. These risks or uncertainties include, but are not limited to, those described from time to time in Aircastle's filings with the SEC and previously disclosed under "Risk Factors" in Item 1A of Aircastle's most recent Form 10-K and any subsequent filings with the SEC. 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 press release. Aircastle expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

Aircastle Limited and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except share data)

May 31,

2026 February 28,

2026

(Unaudited)

ASSETS

Cash and cash equivalents $ 440,922 $ 179,889

Accounts receivable 21,495 18,239

Flight equipment held for lease, net 8,146,241 8,267,353

Net investment in leases, net 265,915 267,085

Unconsolidated equity method investment 31,638 47,540

Other assets 260,524 209,680

Total assets $ 9,166,735 $ 8,989,786

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES

Borrowings from secured financings, net $ 111,592 $ 112,355

Borrowings from unsecured financings, net 5,288,395 5,139,411

Accounts payable, accrued expenses and other liabilities 445,606 381,274

Lease rentals received in advance 56,593 63,514

Security deposits 68,363 65,424

Maintenance payments 581,440 560,157

Total liabilities 6,551,989 6,322,135

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 May 31, 2026 and February 28, 2026

— —

Common shares, $0.01 par value, 250,000,000 shares authorized, 17,840 shares issued and outstanding at May 31, 2026 and February 28, 2026

— —

Additional paid-in capital 2,378,774 2,378,774

Retained earnings 235,972 288,877

Total shareholders’ equity 2,614,746 2,667,651

Total liabilities and shareholders’ equity $ 9,166,735 $ 8,989,786

Aircastle Limited and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

(Dollars in thousands, except per share amounts)

(Unaudited)

Three Months Ended

May 31,

2026 2025

Revenues:

Lease rental revenue

$ 194,580 $ 183,043

Direct financing and sales-type lease revenue

5,438 5,142

Amortization of lease premiums, discounts and incentives

391 2,766

Maintenance revenue

24,158 38,132

Total lease revenue

224,567 229,083

Gain on sale or disposition of flight equipment

10,866 30,289

Other revenue

97 472

Total revenues

235,530 259,844

Operating expenses:

Depreciation

92,828 95,816

Interest, net

71,216 68,841

Selling, general and administrative

21,576 20,691

Provision for credit losses (183) 142

Impairment of flight equipment

3,361 5,066

Maintenance and other costs

5,292 4,244

Total operating expenses

194,090 194,800

Other expense:

Loss on extinguishment of debt — (2,973)

Other (494) (456)

Total other expense (494) (3,429)

Income from continuing operations before income taxes and earnings of unconsolidated equity method investment 40,946 61,615

Income tax provision 7,526 12,721

Earnings of unconsolidated equity method investment, net of tax

198 393

Net income $ 33,618 $ 49,287

Net income available to common shareholders $ 33,618 $ 49,287

Total comprehensive income available to common shareholders $ 33,618 $ 49,287

Aircastle Limited and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

Three Months Ended May 31,

2026 2025

Cash flows from operating activities:

Net income

$ 33,618 $ 49,287

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

Depreciation

92,828 95,816

Amortization of deferred financing costs

4,777 4,470

Amortization of lease premiums, discounts and incentives

(391) (2,766)

Deferred income taxes

6,980 7,979

Collections on net investment in leases

1,353 1,517

Security deposits and maintenance payments included in earnings

(2,480) (27,149)

Gain on sale or disposition of flight equipment

(10,866) (30,289)

Loss on extinguishment of debt

— 2,973

Impairment of flight equipment

3,361 5,066

Provision for credit losses

(183) 142

Distributions from unconsolidated equity method investment 10,427 —

Other

— (394)

Changes in certain assets and liabilities:

Accounts receivable

(779) (1,720)

Other assets

(9,639) 1,267

Accounts payable, accrued expenses and other liabilities

(24,293) 19,999

Lease rentals received in advance

(7,052) 1,674

Net cash and cash equivalents provided by operating activities

97,661 127,872

Cash flows from investing activities:

Acquisition and improvement of flight equipment

(107,422) (479,614)

Proceeds from sale or disposition of flight equipment

113,913 226,752

Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits

4,800 2,751

Distributions from unconsolidated equity method investment in excess of earnings 5,475 —

Other

(204) 936

Net cash and cash equivalents provided by (used in) investing activities

16,562 (249,175)

Cash flows from financing activities:

Proceeds from secured and unsecured debt financings

1,022,634 725,000

Repayments of secured and unsecured debt financings

(870,840) (647,442)

Deferred financing costs

(8,350) (6,106)

Security deposits and maintenance payments received

31,257 39,932

Security deposits and maintenance payments returned

(17,391) (24,403)

Dividends paid

(10,500) (21,500)

Net cash and cash equivalents provided by financing activities

146,810 65,481

Net increase (decrease) in cash and cash equivalents

261,033 (55,822)

Cash and cash equivalents at beginning of period

179,889 279,052

Cash and cash equivalents at end of period

$ 440,922 $ 223,230

Aircastle Limited and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

EBITDA and Adjusted EBITDA Reconciliation

(Dollars in thousands)

(Unaudited)

Three Months Ended

May 31,

2026 2025

Net income

$ 33,618 $ 49,287

Depreciation

92,828 95,816

Amortization of lease premiums, discounts and incentives

(391) (2,766)

Interest, net

71,216 68,841

Income tax provision

7,526 12,721

EBITDA

$ 204,797 $ 223,899

Adjustments:

Impairment of flight equipment

3,361 5,066

Loss on extinguishment of debt

— 2,973

Adjusted EBITDA

$ 208,158 $ 231,938

We define EBITDA as income (loss) from continuing operations before income taxes, interest expense, 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.

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