What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-10 compared with 2025-03-11 · 42 added, 37 removed, 173 unchanged (31% of the section changed)

28 unchanged sentences

We focus primarily on highly customized aircraft leases or short-term engine leasing where we can demand a lease premium, and we utilize our USM and MRO capabilities to fully meet all maintenance needs, which allow us to fully monetize collected maintenance reserves.

After disassembly, we utilize the pieces as low-cost spare parts feedstock to support our various other business segments, including USM part sales, and in conjunction with our third-party maintenance operations.

After disassembly, we utilize the components as low-cost spare parts feedstock to support our various other business segments, including USM part sales, and in conjunction with our third-party maintenance operations.

Consequently, the vast majority of aircraft and engines that we have acquired have ultimately been disassembled for their USM parts once the full value of their remaining operating life has been extracted.

3 unchanged sentences

We additionally offer convenient long-term storage capacity for up to 650 aircraft in ideal dry-desert conditions.

At the individual component level, our facilities located in Miami, Florida, Rio Rancho, New Mexico, and Millington, Tennessee collectively offer specialized component MRO capabilities and services covering hydraulics,

composites, pneumatics, fuel systems, electro-mechanical assemblies, interiors, painting, flight controls, nacelles, and landing gear for passenger, cargo, and military aircraft applications.

At the individual component level, our facilities located in Miami, Florida, Hialeah Gardens, Florida, Rio Rancho, New Mexico, and Millington, Tennessee collectively offer specialized component MRO capabilities and services covering

hydraulics, composites, pneumatics, fuel systems, electro-mechanical assemblies, interiors, painting, flight controls, nacelles, and landing gear for passenger, cargo, and military aircraft applications.

Our TechOps segment leverages its robust engineering team to provide highly specialized technical support to our MRO facilities, as well as to develop advanced technical repairs, modifications and products, which we market under the tradename “Engineered Solutions.” This business unit includes the design, manufacture, and installation of new products, systems, and services that can enhance aircraft performance, safety, and service life at lower costs than traditionally expensive OEM products and services.

3 unchanged sentences

We have also obtained approval from various foreign regulatory authorities to validate our STCs and PMA products for use by operators outside of the United States.

One example of our Engineered Solutions is our AerSafe® product line.

Examples of our Engineered Solutions products are AerSafe® and AerAware® product lines.

We designed and received FAA approval to market AerSafe® as a solution for compliance with an FAA mandate to mitigate aircraft fuel tank flammability on Boeing and Airbus aircraft.

AerSafe® has also been approved for installation on certain aircraft models that are regulated by the European Aviation Safety Agency (“EASA”) and the National Civil Aviation Agency of Brazil.

Another example of our Engineered Solutions is our AerAware™ product, an industry-leading, next generation Enhanced Flight Vision System (“EFVS”) that has received approval by the FAA for the Boeing B737NG product line.

Another example of our Engineered Solutions is our AerAware™ product, an industry-leading, next generation Enhanced Flight Vision System (“EFVS”) that provides pilots with unparalleled visibility through the use of synthetic and enhanced vision, allowing pilots a greater level of visibility and control while operating the aircraft.

This product has received approval by the FAA for the Boeing B737NG product line.

The aviation aftermarket is highly competitive with many participants, including Flight Equipment OEMs, MRO providers, airlines, aircraft and engine leasing companies, financial sponsors, USM sales organizations, and other independent manufacturers and service providers.

4 unchanged sentences

Consumers of aftermarket Flight Equipment products and services typically make buying decisions based on a variety of factors including quality, pricing, availability, provider reputation, technical specification, prior operating history, turnaround time, geographic location and financial terms.

Our Asset Management Solutions segment competitors include AAR Corp., AerCap, Delta Air Lines, Inc., GA Telesis, LLC, Kellstrom Aerospace, Heico Corporation, Willis Lease Finance Corp, Air Transport Services Group, LLC, Unical Aviation, Inc, Satair Group and Aviall, Inc, while competitors to our TechOps segment include AAR Corp., Aviation Technical Services, Inc., HAECO Americas, MRO Holdings, Inc., ST Engineering North America, Air Transport Services Group, LLC, Delta TechOps, TransDigm Group, VSE Corporation, Woodward, Inc., and Lufthansa Technik AG.

Our Asset Management Solutions segment competitors include AAR Corp., AerCap, Delta Air Lines, Inc., GA Telesis, LLC, Kellstrom Aerospace, Heico Corporation, Willis Lease Finance Corp, Air Transport Services Group, LLC, Unical Aviation, Inc, Satair Group, Aviall, Inc, and FTAI Aviation, while competitors to our TechOps segment include AAR Corp., Aviation Technical Services, Inc., HAECO Americas, MRO Holdings, Inc., ST Engineering North America, Air Transport Services Group, LLC, Delta TechOps, TransDigm Group, VSE Corporation, Woodward, Inc., Lufthansa Technik AG, and Triumph Group.

Though our product and service offerings include certain aircraft and engine leasing activities, we do not view large pure-play aircraft and engine leasing companies as core competitors, as those companies are primarily centered around cost of capital and financial securitization products, and frequently choose to divest mid-life assets as they lack the technical and mechanical capabilities to deal with assets that have exited the OEM warranty periods.

1 unchanged sentence

As a result, certain of our competitors may be able to deliver a broader range of aftermarket Flight Equipment products and services at more attractive pricing.

As such, we choose to target services and products where our synergic capabilities provide us a competitive advantage and allow us to be more responsive to the evolving needs of mid-life aircraft owners, operators, MRO providers and financial sponsors.

We believe that the market insights, technical capabilities and financial expertise that we bring together through our Asset Management Solutions and TechOps offerings are particularly well

suited to meet the comprehensive needs of mid-life Flight Equipment customers, with a fuller range of value-added products and services than most of our competitors.

operators, MRO providers and financial sponsors.

We believe that the market insights, technical capabilities and financial expertise that we bring together through our Asset Management Solutions and TechOps offerings are particularly well suited to meet the comprehensive needs of mid-life Flight Equipment customers, with a fuller range of value-added products and services than most of our competitors.

Competitive Strengths

23 unchanged sentences

Many of the commercial aircraft and engines for which we provide products and services have equivalent or derivative aircraft and engine platforms that are used by various branches of the military and civilian government agencies.

As government funding is stable and uncorrelated with the commercial aviation cycle, we view this as an important growth market.

As government funding is generally stable and uncorrelated with the commercial aviation cycle, we view this as an important growth market.

We intend to increasingly focus on capturing additional USM parts sales in addition to MRO service opportunities, directly with these government customers, or through subcontracting arrangements with government contractors.

16 unchanged sentences

We believe that the breadth of our MRO capabilities and supporting services create a compelling customer care and value proposition that fosters brand loyalty, and significantly contributes to the recurring nature of our business.

In the year ended December 31, 2024, nine of our top ten customers by revenue had been customers for five years or more, and 73% of revenue from our top 100 customers was generated from sales from customers utilizing more than one of our service offerings.

We primarily use the US Dollar as our functional currency in all markets in which we operate in order to reduce our foreign currency market risk.

In the year ended December 31, 2025, all of our top ten customers by revenue had been customers for five years or more, and 67% of revenue from our top 100 customers was generated from sales from customers utilizing more than one of our service offerings.

We primarily use the U.S.

Dollar as our functional currency in all markets in which we operate in order to reduce our foreign currency market risk.

Sales and Marketing

We employ a sales force of 38 individuals.

We utilize a matrixed marketing approach, where our individual business segments dedicate resources to market directly to their respective customer audience, while our regional sales specialists co-market our combined product and service offerings to clients within their territories.

Given the technical nature of our business, business unit-specific technical staff frequently participate in marketing presentations and campaign developments in support of marketing initiatives spanning the sale, lease and MRO of aircraft, engines and their components.

We primarily market and sell our products and services through our direct sales force.

On occasion, we utilize contract services to assist in specific client-targeted sales efforts.

In addition, we utilize foreign representation in certain regional markets outside of the United States.

We augment our direct customer marketing efforts with industry event sponsorships, conference participation, press release broadcast, web site promotion and social media initiatives, in addition to trade publication announcements, advertising and periodical article contributions.

We employ a global sales force of 35 professionals responsible for marketing and selling our products and services across our business segments.

Our sales and marketing strategy utilizes a matrixed approach that aligns business segment-specific marketing resources with regional sales specialists who promote our integrated portfolio of products and services within their respective territories.

This structure enables both targeted customer engagement at the product level and coordinated cross-selling of our broader capabilities.

Given the technical nature of our offerings, technical personnel frequently support sales and marketing efforts by participating in customer presentations, proposal development, and campaign execution related to the sale, lease, and MRO of aircraft, engines, and components.

Our marketing strategy is designed to increase brand awareness, strengthen market positioning, and drive qualified sales opportunities across our diversified offerings.

We utilize a centralized customer relationship management system to support lead management, customer segmentation, and targeted marketing campaigns across business lines.

This system enables coordinated outreach, improved visibility into customer engagement, and more efficient promotion of available products and services.

We supplement our direct sales and digital marketing efforts with industry event sponsorships, conference participation, press release distribution, website content, and social media initiatives.

Additional marketing activities include trade publication announcements, advertising, and the development and distribution of technical white papers and blog content intended to highlight our capabilities, product offerings, and industry expertise.

These initiatives are intended to reinforce brand recognition, communicate our technical capabilities, and support sales activity across our global customer base.

Research and Development

8 unchanged sentences

Government Regulation

The FAA regulates the manufacture, repair and operation of all aircraft, including engines, components and parts, operated in the United States, to ensure that all aircraft and aviation equipment are continuously maintained in proper condition for safe operation.

condition for safe operation.

Similar rules and regulatory authorities exist in other countries.

24 unchanged sentences

As such, our Engineered Solutions are exclusively available through our business or third parties that we authorize.

While our competitors may be able to develop similar alternatives to our Engineered Solutions offerings, we believe that our deep understanding of mid-life aircraft markets and technologies, combined with our ability to expedite the introduction of new Engineered Solutions to the market, uniquely positions us to increase our market share in this sector.

While our competitors may be able to develop similar alternatives to our Engineered Solutions offerings, we

believe that our deep understanding of mid-life aircraft markets and technologies, combined with our ability to expedite the introduction of new Engineered Solutions to the market, uniquely positions us to increase our market share in this sector.

Though our proprietary market intelligence, transactional data history, price modeling techniques, and Engineered Solutions expertise are subject to misappropriation or obsolescence, we believe we have adequately institutionalized systems and procedures to prevent such occurrences.

These measures include adoption of continuous improvement methodologies developed to maintain the integrity of our intellectual property holdings, in addition to the innovation of

new techniques, products and processes designed to enhance our existing offerings in response to future market developments.

These measures include adoption of continuous improvement methodologies developed to maintain the integrity of our intellectual property holdings, in addition to the innovation of new techniques, products and processes designed to enhance our existing offerings in response to future market developments.

Human Capital Resources

1 unchanged sentence

Approximately 99% of our employees are based in the United States.

In addition to our full-time and part-time employees, we also employ approximately 60 contract workers, a reduction from prior year which reflects our strategic efforts to enhance cost efficiencies.

In addition to our full-time and part-time employees, we also employ approximately 117 contract workers, an increase from prior year as a result of a contract-to-permanent staffing model at our Millington, Tennessee facility.

The majority of our contract workers are located at our airframe maintenance facilities where they provide us with flexible staffing to meet customer demand.

4 unchanged sentences

We have established health, safety and awareness programs in each AerSale facility.

To maintain and enhance the health and safety of our employees, we promote a culture of continuous improvement and individual accountability.

To maintain and enhance the health and safety of our employees, we actively promote and continuously strengthen a culture of safety, accountability, and improvement across all facilities.

Each AerSale MRO facility has developed an Environmental Policy and Procedures Manual in compliance with applicable federal, state, and local environmental laws and regulations.

8 unchanged sentences

Our annual talent and performance review allows AerSale’s management team to identify emerging talent in the organization and develop a succession plan.

By evaluating our workforce and needs we are able to provide opportunities for growth and professional fulfillment.

By evaluating our workforce and needs we can provide opportunities for growth and professional fulfillment.

Diversity and Inclusion

3 unchanged sentences

By creating an environment where employees feel embraced and appreciated, we believe that our employees will be motivated to excel and contribute to our continued success.

We are confident that in leveraging our employee’s differences we can innovate and remain competitive in a dynamic and demanding industry.

We are confident that by leveraging our employees’ differences we can innovate and remain competitive in a dynamic and demanding industry.

We have a firm commitment to diversity and inclusion in our recruiting, hiring and promotion practices.

Minority and female employees are encouraged to participate in career days, job fairs and programs in the communities in which we do

As of December 31, 2024, the Company’s employee base includes 34% females and 62% minorities.

We actively engage in recruiting fairs and efforts at various training institutions, especially those that have high minority and diverse enrollment rates.

We continue to work with local organizations to identify minorities with an increased focus on veterans who will be transitioning into the civilian workforce.

In 2024, AerSale was approved for an aviation workforce development grant for aviation technical workers.

Through this grant we were able to provide 10 scholarships to support students going through a certified A&P program.

Additionally, this funding allowed us to reach approximately 1,000 students of a diverse background or from economically disadvantaged areas.

In 2025, we aim to continue to focus on partnering with local schools and supporting diverse students with an anticipated scholarship program that will provide financial assistance, mentorship and internship opportunities with the ultimate goal being full time employment at one of our facilities.

Each manager and leader is responsible for upholding these values and supporting the goals under our affirmative action plan.

Minority and female employees are encouraged to participate in career days, job fairs and programs in the communities in which we do business.

As of February 1, 2026, the Company’s employee base includes 23% females and 64% minorities.

We actively engage in recruiting fairs and efforts at various training institutions.

We continue to work with local organizations to identify emerging talent in our communities.

AerSale remains committed to providing scholarships in aviation maintenance technical schools as well as aviation related business programs.

In 2026, we aim to continue to focus on partnering with local schools and supporting students with an anticipated scholarship program that will provide financial assistance, mentorship and internship opportunities with the ultimate goal of full time employment at one of our facilities.

Each manager and leader is responsible for upholding these values and supporting the goals.

Environmental Matters

14 unchanged sentences

Our website and information included in or linked to our website are not part of this Annual Report.

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 to Section 13(a) or 15(d) of the Exchange Act, are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).

through our website as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”).

Additionally, the public may obtain any document that we file with or furnish to the SEC from the SEC’s Electronic Document Gathering, Analysis, and Retrieval system, which can be accessed at www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business