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BCS

Current Report · Items 1.01, 2.03, 8.01, 9.01 · 8-K

Aircastle LTD

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events

Item 1.01 Entry into a Material Definitive Agreement On April 28, 2026, Aircastle Limited (“Aircastle”) and Aircastle (Ireland) Designated Activity Company, a wholly-owned subsidiary of Aircastle (together with Aircastle, the “Issuers”), issued $650 million aggregate principal amount of the Issuers’ 5.000% Senior Notes due 2031 (the “Notes”).…

Filed Apr 28, 2026Accepted Apr 28, 2026, 4:30 PM EDTCIK 1362988Accession 0001193125-26-187264
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Company context

Aircastle Limited acquires, leases, and sells commercial jet aircraft to airlines throughout the world. As of February 28, 2026, Aircastle owned and managed 282 aircraft leased to 76 customers located in 45 countries.

Recent company filings

  1. Other EventsNov 4, 2026
  2. Results of Operations and Financial ConditionOct 14, 2026
  3. 10-Q filingOct 14, 2026
  4. Results of Operations and Financial ConditionJul 9, 2026
  5. 10-Q filingJul 9, 2026

Disclosure sections

Items 1.01, 2.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement On April 28, 2026, Aircastle Limited (“Aircastle”) and Aircastle (Ireland) Designated Activity Company, a wholly-owned subsidiary of Aircastle (together with Aircastle, the “Issuers”), issued $650 million aggregate principal amount of the Issuers’ 5.000% Senior Notes due 2031 (the “Notes”). The Notes are the Issuers’ unsecured senior obligations and are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantee” and, together with the Notes, the “Securities”) by Aircastle’s wholly-owned subsidiary, Aircastle Advisor LLC (the “Guarantor”). The Notes were issued pursuant to an Indenture, dated as of April 28, 2026 (the “Indenture”), among the Issuers, the Guarantor and Computershare Trust Company, N.A., as trustee for the Notes. The Notes will mature on May 15, 2031. Interest on the Notes will be payable semi-annually in arrears on May 15 and November 15, beginning on November 15, 2026, at a rate of 5.000% per annum. The Issuers intend to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the acquisition of aircraft, as well as refinancing a portion of the Issuers’ existing indebtedness. Prior to April 15, 2031 (one month prior to maturity), the Issuers may redeem the Notes, in whole or in part, at any time and from time to time, by paying a specified “make-whole” premium, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On and after April 15, 2031 (one month prior to maturity), the Issuers may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price of 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date. If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuers will be required to make an offer to repurchase each holder’s Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The Indenture contains covenants that, among other things, restrict Aircastle and its subsidiaries’ (subject to certain exceptions) ability to incur liens that secure obligations under indebtedness for borrowed money or capitalized lease obligations. The Indenture also contains a covenant that restricts each of the Issuers and the Guarantor from consolidating, amalgamating or merging into or selling or otherwise disposing of all or substantially all of its respective assets to any person (subject to certain exceptions). The Indenture also provides for customary events of default, including non-payment of principal, interest or premium, failure to comply with covenants, and certain bankruptcy or insolvency events. The foregoing is qualified in its entirety by reference to the Indenture, attached as Exhibit 4.1 hereto and incorporated herein by reference. The Securities have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information included in Item 1.01 is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events On April 23, 2026, Aircastle issued a press release announcing the pricing of the offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Filed exhibits (2)
EX-4.1 (by filename) d150188dex41.htm

EX-4.1 2 d150188dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Parent, AIRCASTLE (IRELAND) DESIGNATED ACTIVITY COMPANY, as AIDAC, AIRCASTLE ADVISOR LLC, as a Guarantor and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of April 28, 2026 5.000% Senior Notes due 2031 TABLE OF CONTENTS 1 Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. DEFINITIONS 1 SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS 18 SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE 18 SECTION 104. ACTS OF HOLDERS 19 SECTION 105. NOTICES, ETC., TO TRUSTEE, THE ISSUERS AND AGENT …

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EX-99.1 (by filename) d150188dex991.htm

EX-99.1 3 d150188dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of 5.000% Senior Notes Due 2031 STAMFORD, Conn., April 23, 2026/PRNewswire/ - Aircastle Limited (“Aircastle”) announced today that it and its wholly-owned subsidiary, Aircastle (Ireland) Designated Activity Company (together with Aircastle, the “Issuers”), priced $650 million aggregate principal amount of 5.000% Senior Notes due 2031 (the “Notes”) at an issue price of 99.636%. The Notes will be the Issuers’ unsecured senior obligations and will initially be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantee” and, together with the Notes, the “Securities”) by Aircastle’s wholly-owned subsidiary, Aircastle Advisor LLC, a Delaware limited liability company. The offering is expected to close on April 28, 2026, subject to the satisfaction of customary closing conditions. The Issuers intend to use the net proceeds from the offering for general corporate purposes, which may include the acquisition of aircraft, as well as refinancing a portion of their existing indebtedness. The Securities were offered…

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