8-K
Aircastle LTD (AYR)
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) October 9, 2025
Aircastle Limited
(Exact name of registrant as specified in its charter)
| Bermuda | 001-32959 | 98-0444035 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| c/o Aircastle Advisor LLC, 201 Tresser Boulevard,<br>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 October 9, 2025, Aircastle Limited announced financial results for its second quarter ended August 31, 2025, 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<br>No. | Description |
|---|---|
| 99.1 | Press Release datedOctober 9, 2025, 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<br> (Registrant) |
|---|
| /s/ Sarah Clarkin |
| Sarah Clarkin |
| Chief Legal Officer and Secretary |
Date: October 9, 2025
Document
October 9, 2025
FOR IMMEDIATE RELEASE
Contact:
Aircastle Advisor LLC
Jim Connelly, SVP ESG & Corporate Communications
Tel: +1-203-504-1871
jconnelly@aircastle.com
Aircastle Announces Second Quarter 2025 Results
Highlights for the Three Months Ended August 31, 2025
•Total revenues of $228 million and net income of $57 million
•17% increase in lease rental revenue compared to second quarter 2024
•Adjusted EBITDA(1) of $262 million
•Acquired 11 aircraft for $503 million with a weighted average age of 3 years
•New technology aircraft comprised 50% of our fleet's net book value as of August 31, 2025
•Sold 4 aircraft with an average age of 18 years for net proceeds of $73 million and gains on sale of $24 million
•Executed insurance settlement agreements totaling $56 million
•As of August 31, 2025, 100% of our fleet was on lease
Liquidity
•S&P ratings upgrade to BBB on August 14, 2025; Moody's upgrade to Baa2 on October 3, 2025
•Issued $650 million unsecured senior notes at 5.000%
•98% of total debt is unsecured as of August 31, 2025
•Adjusted net debt-to-equity of 2.2 times as of August 31, 2025
•Total liquidity of $2.5 billion as of October 1, 2025 which includes $1.8 billion of undrawn facilities, $0.5 billion of projected adjusted operating cash flows and sales through October 1, 2026, and $0.2 billion of unrestricted cash
•266 unencumbered aircraft and other flight equipment with a net book value of $8.4 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, "We're continuing to profitably grow our fleet. In the second quarter, we invested a half billion in aircraft acquisitions while earning $57 million in net income. This quarter, lease rental revenue increased 17% versus the second quarter of 2024, driven by favorable lease rates, our expanding scale, and the outstanding efforts of our global team of seasoned aviation professionals. Half of our fleet NBV is now composed of new technology narrow-body aircraft which offer airlines lower emissions and greater fuel efficiency."
Mr. Inglese concluded, “The upgrades we've recently received from S&P and Moody's reflect our steady profitability, growing fleet and strong liquidity. In addition, our investment grade rating bolstered the successful issuance of $650 million unsecured senior notes at 5.000%. With our proven track record and the shareholder support we receive from Marubeni Corporation and Mizuho Leasing, we look forward to carrying this positive momentum into the second half of our fiscal year.”
Aviation Assets
As of August 31, 2025, Aircastle owned 270 aircraft and other flight equipment having a net book value of $8.5 billion. We also manage 8 aircraft with a net book value of $238 million on behalf of our joint venture with Mizuho Leasing.
| Owned Aircraft | As of<br>August 31, 2025 | As of<br>August 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Net Book Value of Flight Equipment (in millions) | $ | 8,470 | $ | 7,077 | ||
| Net Book Value of Unencumbered Flight Equipment (in millions) | $ | 8,351 | $ | 6,043 | ||
| Number of Aircraft | 270 | 244 | ||||
| Number of Unencumbered Aircraft | 266 | 214 | ||||
| Number of Lessees | 75 | 77 | ||||
| Number of Countries | 46 | 46 | ||||
| Weighted Average Age (years)(1) | 8.6 | 9.7 | ||||
| Weighted Average Remaining Lease Term (years)(1) | 5.7 | 5.3 | ||||
| Weighted Average Fleet Utilization during the three months ended August 31, 2025 and 2024(2) | 99.7 | % | 99.2 | % | ||
| Managed Aircraft on behalf of Joint Ventures | ||||||
| Net Book Value of Flight Equipment | $ | 238 | $ | 265 | ||
| Number of Aircraft | 8 | 9 |
_______________
(1.)Weighted by Net Book Value.
(2.)Aircraft on-lease days as a percentage of total days in period weighted by Net Book Value.
Conference Call
Following this press release, management will host a conference call on Thursday, October 9, 2025, 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 August 31, 2025, Aircastle owned and managed on behalf of its joint ventures 278 aircraft leased to 75 airline customers located in 46 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)
| August 31,<br>2025 | February 28,<br>2025 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Cash and cash equivalents | $ | 147,343 | $ | 279,052 |
| Accounts receivable | 12,111 | 9,662 | ||
| Flight equipment held for lease, net | 8,215,532 | 7,644,867 | ||
| Net investment in leases, net | 254,404 | 257,249 | ||
| Unconsolidated equity method investment | 46,668 | 45,813 | ||
| Other assets | 208,903 | 273,521 | ||
| Total assets | $ | 8,884,961 | $ | 8,510,164 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| LIABILITIES | ||||
| Borrowings from secured financings, net | $ | 113,863 | $ | 502,609 |
| Borrowings from unsecured financings, net | 5,133,849 | 4,452,781 | ||
| Accounts payable, accrued expenses and other liabilities | 343,538 | 295,132 | ||
| Lease rentals received in advance | 65,620 | 68,120 | ||
| Security deposits | 69,277 | 82,477 | ||
| Maintenance payments | 568,191 | 583,658 | ||
| Total liabilities | 6,294,338 | 5,984,777 | ||
| 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 August 31, 2025 and February 28, 2025 | — | — | ||
| Common shares, $0.01 par value, 250,000,000 shares authorized, 17,840 shares issued and outstanding at August 31, 2025 and February 28, 2025 | — | — | ||
| Additional paid-in capital | 2,378,774 | 2,378,774 | ||
| Retained earnings | 211,849 | 146,613 | ||
| Total shareholders’ equity | 2,590,623 | 2,525,387 | ||
| Total liabilities and shareholders’ equity | $ | 8,884,961 | $ | 8,510,164 |
Aircastle Limited and Subsidiaries
Consolidated Statements of Income and Comprehensive Income
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended August 31, | Six Months Ended <br>August 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenues: | ||||||||
| Lease rental revenue | $ | 190,116 | $ | 162,379 | $ | 373,159 | $ | 324,949 |
| Direct financing and sales-type lease revenue | 5,191 | 5,426 | 10,333 | 10,883 | ||||
| Amortization of lease premiums, discounts and incentives | (1,513) | (6,068) | 1,253 | (12,717) | ||||
| Maintenance revenue | 9,708 | 19,378 | 47,840 | 61,527 | ||||
| Total lease revenue | 203,502 | 181,115 | 432,585 | 384,642 | ||||
| Gain on sale or disposition of flight equipment | 23,889 | 35,416 | 54,178 | 36,426 | ||||
| Other revenue | 119 | 137 | 591 | 773 | ||||
| Total revenues | 227,510 | 216,668 | 487,354 | 421,841 | ||||
| Operating expenses: | ||||||||
| Depreciation | 96,762 | 87,675 | 192,578 | 177,033 | ||||
| Interest, net | 70,529 | 62,424 | 139,370 | 127,237 | ||||
| Selling, general and administrative | 24,247 | 20,090 | 44,938 | 42,145 | ||||
| Provision for credit losses | (116) | 426 | 26 | 281 | ||||
| Impairment of flight equipment | 31,153 | 5,761 | 36,219 | 10,972 | ||||
| Maintenance and other costs | 3,977 | 4,096 | 8,221 | 8,539 | ||||
| Total operating expenses | 226,552 | 180,472 | 421,352 | 366,207 | ||||
| Other (expense) income: | ||||||||
| Gain (loss) on extinguishment of debt | — | 285 | (2,973) | 285 | ||||
| Other | 61,041 | 726 | 60,585 | 422 | ||||
| Total other income | 61,041 | 1,011 | 57,612 | 707 | ||||
| Income from continuing operations before income taxes and earnings of unconsolidated equity method investment | 61,999 | 37,207 | 123,614 | 56,341 | ||||
| Income tax provision | 5,228 | 9,028 | 17,949 | 12,600 | ||||
| Earnings of unconsolidated equity method investment, net of tax | 462 | 480 | 855 | 999 | ||||
| Net income | $ | 57,233 | $ | 28,659 | $ | 106,520 | $ | 44,740 |
| Preference share dividends | (10,500) | (10,500) | (10,500) | (10,500) | ||||
| Net income available to common shareholders | $ | 46,733 | $ | 18,159 | $ | 96,020 | $ | 34,240 |
| Total comprehensive income available to common shareholders | $ | 46,733 | $ | 18,159 | $ | 96,020 | $ | 34,240 |
Aircastle Limited and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
| Six Months Ended August 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 106,520 | $ | 44,740 |
| Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | ||||
| Depreciation | 192,578 | 177,033 | ||
| Amortization of deferred financing costs | 9,129 | 8,590 | ||
| Amortization of lease premiums, discounts and incentives | (1,253) | 12,717 | ||
| Deferred income taxes | 13,329 | 9,438 | ||
| Collections on net investment in leases | 2,983 | 3,477 | ||
| Security deposits and maintenance payments included in earnings | (88,490) | (9,914) | ||
| Gain on sale or disposition of flight equipment | (54,178) | (36,426) | ||
| (Gain) loss on extinguishment of debt | 2,973 | (285) | ||
| Impairment of flight equipment | 36,219 | 10,972 | ||
| Provision for credit losses | 26 | 281 | ||
| Other | (859) | (1,008) | ||
| Changes in certain assets and liabilities: | ||||
| Accounts receivable | (745) | (3,201) | ||
| Other assets | 1,950 | (4,690) | ||
| Accounts payable, accrued expenses and other liabilities | 1,113 | (19,235) | ||
| Lease rentals received in advance | (2,648) | 12,414 | ||
| Net cash and cash equivalents provided by operating activities | 218,647 | 204,903 | ||
| Cash flows from investing activities: | ||||
| Acquisition and improvement of flight equipment | (980,225) | (335,410) | ||
| Proceeds from sale or disposition of flight equipment | 299,523 | 329,288 | ||
| Proceeds from settlement of insurance claim | 40,926 | — | ||
| Proceeds from sale of investment in debt securities | 10,128 | — | ||
| Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits | (584) | (1,069) | ||
| Other | 588 | (293) | ||
| Net cash and cash equivalents used in investing activities | (629,644) | (7,484) | ||
| Cash flows from financing activities: | ||||
| Proceeds from issuance of common shares | — | 300,000 | ||
| Proceeds from secured and unsecured debt financings | 1,590,489 | 1,048,200 | ||
| Repayments of secured and unsecured debt financings | (1,298,264) | (1,289,386) | ||
| Debt extinguishment costs | — | 285 | ||
| Deferred financing costs | (12,005) | (4,961) | ||
| Security deposits and maintenance payments received | 84,842 | 73,206 | ||
| Security deposits and maintenance payments returned | (33,490) | (11,676) | ||
| Dividends paid | (52,284) | (10,500) | ||
| Other | — | — | ||
| Net cash and cash equivalents provided by financing activities | 279,288 | 105,168 | ||
| Net (decrease) increase in cash and cash equivalents | (131,709) | 302,587 | ||
| Cash and cash equivalents at beginning of period | 279,052 | 129,977 | ||
| Cash and cash equivalents at end of period | $ | 147,343 | $ | 432,564 |
Aircastle Limited and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
EBITDA and Adjusted EBITDA Reconciliation
(Dollars in thousands)
(Unaudited)
| Three Months Ended<br>August 31, | Six Months Ended <br>August 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net income | $ | 57,233 | $ | 28,659 | $ | 106,520 | $ | 44,740 |
| Depreciation | 96,762 | 87,675 | 192,578 | 177,033 | ||||
| Amortization of lease premiums, discounts and incentives | 1,513 | 6,068 | (1,253) | 12,717 | ||||
| Interest, net | 70,529 | 62,424 | 139,370 | 127,237 | ||||
| Income tax provision | 5,228 | 9,028 | 17,949 | 12,600 | ||||
| EBITDA | $ | 231,265 | $ | 193,854 | $ | 455,164 | $ | 374,327 |
| Adjustments: | ||||||||
| Impairment of flight equipment | 31,153 | 5,761 | 36,219 | 10,972 | ||||
| (Gain) loss on extinguishment of debt | — | (285) | 2,973 | (285) | ||||
| Adjusted EBITDA | $ | 262,418 | $ | 199,330 | $ | 494,356 | $ | 385,014 |
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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