What changed in this filing

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Item 1A. Risk Factors

2026-03-10 compared with 2025-03-11 · 30 added, 24 removed, 372 unchanged (13% of the section changed)

8 unchanged sentences

We source parts and components for our business from various suppliers around the world.

Current geopolitical conditions, including sanctions and other trade restrictive actions and strained intercountry relations, could cause significant materials and parts shortages, as well as delivery delays, labor shortages, distribution issues, energy cost increases and price increases.

Current geopolitical conditions, including sanctions and other trade restrictive actions and intercountry relations, could cause significant materials and parts shortages, as well as delivery delays, labor shortages, distribution issues, energy cost increases and price increases.

These issues could lead to significant supplier performance failures and delays.

2 unchanged sentences

As a provider of products and services to the commercial aviation industry, we are generally affected by overall economic conditions of that industry.

The commercial aviation industry is historically cyclical and has been negatively affected in the past by geopolitical events, such as ongoing conflicts (including between Russia and Ukraine and between Israel and Hamas), escalating tensions (such as between China and the U.S.), terrorism, high fuel and oil prices, labor issues, lack of capital, continued inflation, high interest rates, and weak economic conditions.

The commercial aviation industry is historically cyclical and has been negatively affected in the past by geopolitical events, such as political instability (including between Russia and Ukraine, between Israel and Hamas, and most recently, as a result of military action in Iran by the U.S.

and Israel), escalating tensions (such as between China and the U.S.), terrorism, high fuel and oil prices, labor issues, lack of capital, continued inflation, high interest rates, and weak economic conditions.

As a result of these and other events, from time to time certain of our customers have filed for bankruptcy protection or ceased operations.

8 unchanged sentences

Our inability to acquire Flight Equipment could adversely affect our financial condition or results of operations.

Our business, financial condition, results of operations, and growth rates may be adversely affected by these and other events that impact the aviation industry, including those mentioned elsewhere in this report and the following:

Our business, financial condition, results of operations, and growth rates may be

adversely affected by these and other events that impact the aviation industry, including those mentioned elsewhere in this report and the following:

● increased in-house maintenance by airlines;

21 unchanged sentences

Certain types of Flight Equipment may be used in significant numbers by commercial aircraft operators that experience financial difficulties from time to time.

If such operators were to go into liquidation or similar proceedings, the resulting over-supply of Flight Equipment from these operators could have an adverse effect on the demand for the affected engine and aircraft types and the values of such Flight Equipment, which may adversely impact our financial condition or results of operations.

If such operators were to go into liquidation or similar proceedings, the resulting over-supply of Flight Equipment from these operators could have an adverse effect on the

demand for the affected engine and aircraft types and the values of such Flight Equipment, which may adversely impact our financial condition or results of operations.

We may not be able to repossess Flight Equipment when a lessee defaults, and even if we are able to repossess the Flight Equipment from a defaulting lessee, we may have to expend significant resources in the repossession of such Flight Equipment and the subsequent remarketing and re-leasing of the repossessed Flight Equipment.

2 unchanged sentences

In the event the Flight Equipment is located outside of the United States, we may need to obtain governmental consents to export the Flight Equipment back to the United States.

During times of military conflict or geopolitical tension, we may not be able to physically repossess Flight Equipment if it is located in a hostile country or at an airport location that is under no fly status.

For example, as a result of the recent military action by the U.S.

and Israel in Iran, Iran has retaliated against many civilian airport targets in the Middle East which shutdown or severely limited air travel in the region.

As a result, the relevant asset may be off-lease and not generating revenue for a prolonged period.

23 unchanged sentences

As a result, our suppliers may fail to perform according to specifications when required, and we may be unable to identify alternate suppliers or to otherwise mitigate the consequences of their non-performance.

Transitions to new suppliers may result in significant costs

and delays, including those related to the required recertification of parts obtained from new suppliers with our customers and/or regulatory agencies.

Transitions to new suppliers may result in significant costs and delays, including those related to the required recertification of parts obtained from new suppliers with our customers and/or regulatory agencies.

Our inability to fill our supply needs could jeopardize our ability to fulfill obligations under customer contracts, which could result in reduced revenue and profits, contract penalties or terminations, and damage to customer relationships.

21 unchanged sentences

● uncertainties arising from foreign local business practices and cultural considerations;

● changes in United States policies on trade relations and trade policy, including implementation of or changes in trade sanctions (such as those imposed on Russia), tariffs (such as the recently announced tariffs on imports from Canada, Mexico and China that may or may not ultimately become effective), and embargoes.

● changes in United States policies on trade relations and trade policy, including implementation of or changes in trade sanctions (such as those imposed on Russia), tariffs (such as tariffs on imports from Canada, Mexico and China that may or may not ultimately become effective), and embargoes.

Measures that we have or will adopt to reduce the potential impact of losses resulting from the risks of doing business internationally may not be adequate, and the regions in which we operate might not continue to be stable enough to allow us to operate profitably or at all.

Global conflicts, including the war in the Ukraine and conflict in the Middle East are creating an adverse climate for our business.

government has imposed enhanced export restrictions and controls on certain products and technology, as well as sanctions on certain industry sectors and parties in Russia, Belarus and parts of the Ukraine.

Global conflicts, including the war in the Ukraine and conflict in the Middle East, including the recent military conflict in Iran, are creating an adverse climate for our business.

government has imposed enhanced export restrictions and controls on certain products and technology, as well as sanctions on certain industry sectors and parties in, among others, Russia, Belarus and parts of the Ukraine.

The governments of other jurisdictions in which we may conduct business, such as the European Union, have also implemented sanctions or other restrictive measures.

5 unchanged sentences

Although ceasefire negotiations have been underway, whether such negotiations will ultimately be successful in ending the war is difficult to predict, as are such war’s global economic impact, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets, and the impact on the Company’s business and operations and on the businesses and operations of the Company’s suppliers, customers and other third parties with which the Company conducts business.

The recent military conflict in Iran, and the international response to such conflict, may also have an adverse impact on the global economy, which could adversely affect the Company’s business and operations and those of its suppliers, customers and third parties with which the Company conducts business.

Of note, the Company’s enterprise resource planning vendor and the supplier of most of the components of our EFVS offering designated as AerAware™ are both based in Israel.

In addition, as a result of the ongoing military actions and tensions in the Middle East, armed conflicts have resulted, and could in the future result, in shutdowns or significant limitations on commercial airspace throughout the Middle East.

The inability of commercial and cargo carriers to operate generally in the Middle East could affect our business and operations and those of our suppliers, customers and third parties which could have a material adverse affect on our business.

The impact on companies, such as AerSale, that are in the aviation industry, could be more severe compared to companies that do not depend on unrestricted air or sea travel in the Middle East region.

Business acquisitions expose us to risks, including the risk that we may be unable to effectively integrate acquired businesses.

56 unchanged sentences

For example, in April 2024, one of our leased secondary parts warehouses in Roswell, New Mexico, which stored various aircraft parts inventory typically sold as USM, was destroyed by a fire.

While we submitted a claim for the replacement value of the inventory that was destroyed or rendered not sellable due to the fire in the amount of $67.6 million, the cost basis of the destroyed inventory was $6.0 million.

To date, we have collected a total of approximately $34.6 million in connection with such claim.

A major catastrophe, such as an earthquake, hurricane, fire, flood, tornado, pandemic, or other natural disaster at any of our sites, or war or terrorist activities in any of the areas where we conduct operations, could result in a prolonged interruption of our business.

5 unchanged sentences

In the future, we may form and/or become a member of joint ventures.

We may be unable to prevent misconduct or other violations of applicable laws by these joint ventures (including their officers,

directors and employees) or our partners.

We may be unable to prevent misconduct or other violations of applicable laws by these joint ventures (including their officers, directors and employees) or our partners.

Improper actions by those with whom or through whom we do business (including our employees, agents, subcontractors, suppliers, business partners and joint ventures) could subject us to administrative, civil or criminal investigations and monetary and non-monetary penalties, including suspension and debarment, which may adversely affect our results of operations and financial condition.

20 unchanged sentences

Access to the debt and equity capital markets may be limited by various factors, including the condition of overall credit markets, general economic factors, state of the aviation industry, our financial performance, and credit ratings.

Debt and equity capital may not continue to be available to us on favorable terms, or at

Debt and equity capital may not continue to be available to us on favorable terms, or at all.

Our inability to obtain financing on favorable terms may adversely affect our results of operations and financial condition.

44 unchanged sentences

in local currency.

Such fluctuations in foreign currencies, including devaluations, cannot be predicted by us.

Such fluctuations in foreign currencies, including devaluations, cannot be predicted

These conditions, as well as any further delays, devaluations, or imposition of more stringent repatriation restrictions, may adversely affect our business and results of operations.

31 unchanged sentences

The Occupational Safety and Health Act of 1970 mandates general requirements for safe workplaces for all employees, and established the Occupational Safety and Health Administration (“OSHA”) in the Department of Labor.

In particular,

OSHA provides special procedures and measures for the handling of certain hazardous and toxic substances.

In particular, OSHA provides special procedures and measures for the handling of certain hazardous and toxic substances.

In addition, specific safety standards have been promulgated for workplaces engaged in the treatment, disposal or storage of hazardous waste.

23 unchanged sentences

Some historical and current legal proceedings and future legal proceedings may purport to be brought as class actions on behalf of similarly situated parties including with respect to employment-related matters.

We discuss legal proceedings in Note R – Commitments and Contingencies within our consolidated financial statements and related notes included elsewhere in this Annual Report (the “Consolidated Financial Statements”).

We discuss legal proceedings in Note R – Commitments and Contingencies within our consolidated financial statements and related

notes included elsewhere in this Annual Report (the “Consolidated Financial Statements”).

Some or all of our expenditures to defend, settle or litigate these matters may not be covered by insurance or could impact our cost and ability to obtain insurance in the future.

Litigation can be expensive, lengthy and disruptive to normal business operations, including to our

management due to the increased time and resources required to respond to and address the litigation.

Litigation can be expensive, lengthy and disruptive to normal business operations, including to our management due to the increased time and resources required to respond to and address the litigation.

The results of complex legal proceedings are often uncertain and difficult to predict.

21 unchanged sentences

Certain of our facilities, including facilities acquired and operated by us or one of our subsidiaries, have at one time or another been under active investigation for environmental contamination by federal or state agencies.

Under specific environmental laws and regulations, we could be held responsible for all of the costs relating to any contamination at our past or present facilities and at third party waste disposal sites.

Under specific environmental laws and

regulations, we could be held responsible for all of the costs relating to any contamination at our past or present facilities and at third party waste disposal sites.

If we fail to comply with applicable environmental laws and regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.

We cannot assess the possible effect of

compliance with future environmental requirements, or of future environmental claims for which we may not have adequate indemnification or insurance coverage.

We cannot assess the possible effect of compliance with future environmental requirements, or of future environmental claims for which we may not have adequate indemnification or insurance coverage.

If we were required to pay the expenses related to any future environmental claims for which neither indemnification nor insurance coverage were available, these costs and expenses may adversely affect our results of operations and financial condition.

46 unchanged sentences

Domestic and international equity markets periodically experience heightened volatility and turmoil.

These events may have an adverse effect on us.

These events may

have an adverse effect on us.

In the event of a market downturn, our results of operations could be adversely affected by those factors in many ways, including making it more difficult for us to raise funds if necessary, and our stock price may decline.

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 1A. Risk Factors