8-K

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 22, 2024

Aircastle Limited

(Exact name of registrant as specified in its charter)

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):

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.  ☐

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement Announcement of Certain Named Executive Officer

On October 22, 2024, Aircastle Limited (the “Company”) issued a press release announcing that Christopher L. Beers, the Company’s Chief Legal Officer, intends to retire on February 28, 2025 (the “Retirement Date”). Mr. Beers will remain in his position as the Company’s Chief Legal Officer until the Retirement Date. Effective as of March 1, 2025, Sarah Clarkin will be appointed as the Company’s Chief Legal Officer. For the twelve-month period beginning on March 1, 2025 (the “Consulting Term”), Mr. Beers will serve as an independent senior advisor to the Company advising the Company on matters as needed by the Company. A copy of the press release announcing Mr. Beers’s intent to retire is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

(e) Adoption of a Material Compensatory Arrangement

On October 21, 2024 (the “Effective Date”), Aircastle Advisor LLC entered into a retirement and consulting agreement (the “Retirement and Consulting Agreement”) with Mr. Beers in connection with his retirement. Pursuant to the Retirement and Consulting Agreement, for the period between the Effective Date and the Retirement Date, Mr. Beers will continue to receive his base salary and all other components of his usual and customary compensation and benefits, provided that (i) he will not receive any long-term incentive awards for fiscal year 2025 or any year thereafter, and (ii) he will be eligible to receive his annual cash bonus for fiscal year 2024, the actual amount of which will be determined by the board of directors of the Company based on actual performance and paid no later than May 15, 2025. Mr. Beer’s retirement will constitute a “Qualifying Retirement” for purposes of the long-term incentive cash awards previously granted to him in 2023 and 2024, and such awards will remain outstanding and eligible to vest in accordance with their applicable terms and conditions. During the Consulting Term, Aircastle Advisor LLC will pay Mr. Beers a monthly cash consulting fee for his services. 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.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Date: October 22, 2024

aircastleannouncesclosuc

FOR IMMEDIATE RELEASE Aircastle Announces Chief Legal Officer Succession Stamford, CT. October 22, 2024 — Aircastle Limited (“Aircastle” or “the Company”) announced today the retirement of Christopher Beers as Chief Legal Officer effective February 28, 2025. Mr. Beers will continue as a Senior Advisor to the Company for up to a year to help manage the Russian insurance claims and related litigation. Mr. Beers has served as Chief Legal Officer since joining Aircastle in 2014. The Company has also announced that Sarah Clarkin has been promoted to Chief Legal Officer effective March 1, 2025. Ms. Clarkin joined Aircastle in 2006 and was promoted to Associate General Counsel in 2023. Prior to joining Aircastle, Ms. Clarkin was an associate with McCann FitzGerald LLP. Ms. Clarkin holds a Diploma of Legal Studies from the Dublin Institute of Technology and a Bachelor of Arts from University College Dublin. Mike Inglese, Aircastle’s CEO, commented, “We are grateful for the decade of service and contributions Chris brought to Aircastle and we wish him all the best in his well-earned retirement. Since 2006, Sarah has led the execution of numerous high-value cross-border transactions. Her professional skills and mentorship have developed over her career at Aircastle and we look forward to her continued leadership in her new role.” About Aircastle Limited Aircastle Limited acquires, leases and sells commercial jet aircraft to airlines throughout the world. As of August 31, 2024, Aircastle owned and managed on behalf of its joint ventures 253 aircraft leased to 78 customers located in 46 countries. Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 jconnelly@aircastle.com