Aircastle LTD 10-K

ITEM 9A. CONTROLS AND PROCEDURES Management’s Evaluation of Disclosure Controls and Procedures The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as appropriate, to allow timely decisions regarding required disclosure. An evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures as of February 28, 2025. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of February 28, 2025. Management’s Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting as of February 28, 2025. The assessment was based on criteria established in the Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of February 28, 2025. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended February 28, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 45 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Pursuant to Item 401(b) of Regulation S-K, the requisite information pertaining to our executive officers is reported immediately following Item 4 of Part I of this Annual Report. The identification of our Audit Committee and our Audit Committee financial experts is posted on our website at www.aircastle.com under “ABOUT - COMMITTEE COMPOSITION”. Information regarding our Code of Business Ethics and Conduct, any material amendments thereto and any related waivers is posted on our website at www.aircastle.com under “ESG”. Information about our Directors. The members of the Board of Directors of the Company (the “Board”) are Douglas A. Hacker, Naoshi Hirose, Michael J. Inglese, Keiji Okuno, Charles W. Pollard, Takayuki Sakakida and Takashi Tsunoda. Name Age Douglas A. Hacker 69 Naoshi Hirose 62 Michael J. Inglese 64 Keiji Okuno 61 Charles W. Pollard 67 Takayuki Sakakida (Chairman) 53 Takashi Tsunoda 50 Douglas A. Hacker was appointed to our Board on March 27, 2020 following the consummation of the Merger and served on the prior Board of Aircastle Limited from August 2, 2006 to the consummation of the Merger. Mr. Hacker is currently an independent business executive and formerly served as Executive Vice President, Strategy for UAL Corporation, an airline holding company, and has served in such position from December 2002 to May 2006. Prior to that, Mr. Hacker served with UAL Corporation as President, UAL Loyalty Services from September 2001 to December 2002, and as Executive Vice President and Chief Financial Officer from July 1999 to September 2001. Mr. Hacker served as a director of Travelport from 2016 until May 2019. Mr. Hacker serves as the Co-Chair of a series of open-end investment companies that are part of the Columbia Threadneedle family of mutual funds and as an independent director and Chair of the Board of Directors of SpartanNash Company. Naoshi Hirose was appointed to our Board on April 8, 2024. Currently holding the position of Managing Executive Officer and serving as the Regional CEO for the Americas at Marubeni, he also holds the role of President and CEO of Marubeni America Corporation. Mr. Hirose joined Marubeni in January 2023 and from April 2023 he held the positions of Managing Executive Officer and Senior Operating Officer for CSO, in which he served as a Member of the Corporate Management Committee, exercising oversight of Marubeni group’s business operations. Prior to joining Marubeni, Mr. Hirose served the Ministry of Economy, Trade, and Industry in Japan for over 35 years, holding key positions, including Vice-Minister for International Affairs. Mr. Hirose’s academic background includes a bachelor's degree from the Faculty of Law at Tokyo University in Tokyo and a Master’s degree from the Princeton School of Public and International Affairs at Princeton University. With over three decades of such experience, Mr. Hirose contributes a wealth of expertise to the Board, notably in operational management, strategic planning, and financial matters pertinent to the aviation sector. Michael J. Inglese was appointed to our Board on March 27, 2020 following the consummation of the Merger and served on the prior Board of Aircastle Limited from June 2017 to the consummation of the Merger. He became our Chief Executive Officer in June 2017, having served as Aircastle’s Acting Chief Executive Officer from January 2017. He was previously our Chief Financial Officer from April 2007 to January 2017. Prior to joining the Company, Mr. Inglese served as Chief Financial Officer of PanAmSat Holding Corporation from June 2000 until the closing of PanAmSat’s sale to Intelsat in July 2006. Mr. Inglese joined PanAmSat in May 1998 as Vice President, Finance after serving as Chief Financial Officer for DIRECTV Japan, Inc. He is a Chartered Financial Analyst who holds a BS in Mechanical Engineering from Rutgers University College of Engineering and his MBA from Rutgers Graduate School of Business Management. 46 Keiji Okuno was appointed to our Board on September 26, 2022. Before joining Aircastle, Mr. Okuno was Senior Vice President of PNB-Mizuho Leasing & Finance Corporation and is also a Director of PNB-Mizuho Equipment & Rental Corporation. From January 2019 to November 2019, Mr. Okuno was Deputy General Manager of Mizuho Leasing Ltd. Prior to joining Mizuho Leasing Co. Ltd., Mr. Okuno had over 15 years at ORIX Group in various roles, including Vice President, Global Business Group, Executive Vice President, and Managing Director. Mr. Okuno received a BA from Dokkyo University and a diploma from New York University. Mr. Okuno is a CPA. Charles W. Pollard was appointed to our Board on March 27, 2020 following the consummation of the Merger and served on the prior Board of Aircastle Limited from July 6, 2010 to the consummation of the Merger. Mr. Pollard joined Omni Air International, Inc., a passenger charter carrier, in 1997, where he served variously as Managing Director, President and CEO, and Vice Chairman until 2009. Previously, he spent 10 years in senior management positions, including President and CEO, at World Airways, Inc. Prior to joining World Airways, Inc., he practiced corporate law at Skadden, Arps, Slate, Meagher & Flom. He currently serves on the board of directors of Allegiant Travel Company. Takayuki Sakakida was appointed to our Board on March 27, 2020 upon the consummation of the Merger and served on the prior Board of Aircastle Limited from June 9, 2017 to the consummation of the Merger, and was nominated by Marubeni. Mr. Sakakida was appointed Chairman of our Board on April 17, 2024. In December 2020, Mr. Sakakida was appointed as Senior Advisor to the CEO of the Company. In April 2019, Mr. Sakakida was appointed as General Manager, Finance & Leasing Business Dept. - II, Marubeni Corporation. In April 2017, Mr. Sakakida was appointed as Vice President and General Manager, Aerospace and Ship Unit, Marubeni America Corporation. From April 2015 to April 2016, he served as General Manager, Business Administration Section, Aerospace and Defense Systems Department of Marubeni Corporation. From April 2011 to 2015, he seconded to MD Aviation Capital Pte Ltd (Singapore) as Managing Director. Mr. Sakakida has over 20 years’ experience in the aviation industry and brings to the Board extensive experience in operations, strategic planning and financial matters relevant to the aviation industry. Takashi Tsunoda was appointed to our Board on June 7, 2024. Mr. Tsunoda joined Marubeni in 1997 and is currently General Manager of the Asset Finance Department. Previously, he was the President and CEO of Marubeni Capital America, a wholly-owned subsidiary of Marubeni Corporation and also served as a Board Member of Nowlake Technology LLC, a U.S. fintech company, from April 2021 to March 2024. Mr. Tsunoda holds an MBA in finance and accounting from Indiana University’s Kelley School of Business and a BA in Political Science from Waseda University, Tokyo. Information about our Executive Officers . The names of the executive officers of the Company and their ages, titles and biographies may be found in: Information about our Executive Officers. Code of Business Conduct and Ethics . To help ensure that the Company abides by applicable corporate governance standards, our Board has adopted a Code of Business Conduct and Ethics and a Code of Ethics for Chief Executive and Senior Financial Officers, which are posted on our website at http://www.aircastle.com under “ESG” and which are available in print to any shareholder of the Company upon request. Insider Trading Policies and Procedures . We are a privately held, voluntary reporting company and there is no established public trading market for our securities. As a result, the Company has not adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and the Company itself. Audit Committee of the Board of Directors . Takayuki Sakakida (Chairman), Keiji Okuno and Douglas A. Hacker are designated as members of the Audit Committee. Roy Chandran, our Chief Financial Officer, is also a member of the Audit Committee. In addition, our Board has determined that Mr. Hacker is qualified as an audit committee financial expert, under the SEC rules. 47 ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION Compensation Discussion and Analysis Our 2024 fiscal year began on March 1, 2024 and ended on February 28, 2025. All references herein to a year shall mean our fiscal year unless otherwise noted. This Compensation Discussion and Analysis describes and analyzes our executive compensation philosophy and programs. This Compensation Discussion and Analysis focuses on the compensation paid for our 2024 fiscal year to our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers, together referred to as our named executive officers (“NEOs”). For 2024, our NEOs were: Named Executive Officer Title Michael J. Inglese Chief Executive Officer Roy Chandran Chief Financial Officer Douglas C. Winter Chief Commercial Officer Christopher L. Beers Former Chief Legal Officer & Secretary Paul O’Callaghan Chief Operations Officer Christopher L. Beers, our former Chief Legal Officer & Secretary, retired from the Company effective February 28, 2025. Pay for Performance Philosophy We believe executive compensation should be tied to Company performance weighted in favor of long-term performance, and our compensation program for 2024 rewarded executives and employees in two areas: • Annual Corporate Performance : Achievement of internal corporate financial metrics focused on: (i) profit before tax; (ii) cash flow; and (iii) growth through new investments (as described below); and • Individual Performance : Achievement of individual performance goals set at the beginning of each year. For 2024, we granted an annual incentive compensation award in the form of a cash bonus, the payment of which was based on the achievement of a mix of corporate financial metrics and individual performance goals. For more highly compensated employees, including our NEOs, achievement of the corporate financial metrics carried a greater weighting relative to individual performance, as illustrated in the table below: Position Corporate Performance Individual Performance CEO 85% 15% Other NEOs 80% 20% 2024 Corporate Financial Metrics . We based corporate performance targets on the Company’s business plan and established a performance range for each metric. Results below the low end of each range would yield a minimum contribution of 50% to the Company’s incentive compensation pool for that metric. Conversely, performance above target would result in an enhanced contribution to the Company’s incentive compensation pool, up to a 150% contribution at the upper end of the performance range for each metric. For 2024, we established the following targets, performance ranges and relative weightings for the corporate financial metrics: Metric 2024 Target (in millions) Performance Range Weighted Score Profit before tax (1) $ 100.0 50%-150% 50% Cash flow (2) $ 383.0 50%-150% 25% Net investments (3) $ 1,720.0 50%-150% 25% _______________ 48 (1) Profit before tax is Income from continuing operations before income taxes and earnings of unconsolidated equity method investments, plus earnings of unconsolidated equity method investments. (2) Cash flow for a period is Cash Flow from Operations plus distributions from our joint venture investment, if any. (3) New investments measures the total annual amount invested in aviation assets. Individual Performance Goals. We set individual performance goals for every employee at the beginning of each year and measure each employee’s performance against those goals at the end of the year to determine incentive compensation levels. We set individual bonus targets based on an employee’s function, role and seniority within the organization, among other factors. For 2024, we determined the final amount of our annual incentive compensation awards for each employee by applying the weighted corporate financial metrics and individual performance goals, and such awards were paid out to our executive officers in the form of cash. For additional retention purposes, we also granted long term incentive awards in 2024 as part of our long term incentive award program – see below for further discussion of our long-term incentive award program. Compensation Overview For 2024, there were three primary elements of total direct compensation: base salary, annual incentive compensation in the form of a cash bonus, and a long term incentive plan award. Base Salary. Base salaries provide fixed compensation and allow us to attract and retain talented management. We set base salaries for our NEOs and review them periodically by taking into account the current market environment and the responsibilities, experience, value to the Company and demonstrated performance of our NEOs. Annual Incentive Compensation . We grant an annual incentive compensation award in the form of a cash bonus based on the Company’s performance against corporate financial metrics and performance against individual performance goals. Long-Term Incentive Plan . In 2021, we introduced a long term incentive (“LTI”) award program, in the form of long term cash awards, for our executive officers and certain other senior professionals. The LTI awards are intended to enhance management retention by rewarding participants for exceptional performance over a three-year performance period using the internal rate of return with respect to our common shareholders’ book equity (“Book Equity IRR”) as the measure of long-term performance. Each fiscal year within the three-year performance period constitutes a performance year. Our LTI awards are granted with a target award amount, whereby one-third of the target award relates to each performance year. The annual award earned in respect of a given performance year is adjusted based on the Book Equity IRR achieved for the given performance year. The Book Equity IRR for each performance year is evaluated against a performance range in order to determine the target annual award earned. The LTI awards yield a minimum payout of 50% and a maximum payout of 150% of the target annual award. For maximum retention, our executive officers’ LTI awards cliff-vest at the end of the three-year performance period subject to continued employment through such date. Prior to his appointment as our Chief Operations Officer effective March 1, 2023, Mr. O’Callaghan was granted non-executive officer LTI awards in 2022 and 2021 that vest annually on the last day of each performance year, subject to his continued employment through such date. Our LTI awards granted in 2024, 2023 and 2022 have the following performance ranges with results between the minimum and target and the maximum and target being interpolated on a linear basis. 49 Annual Performance Range for LTI Awards Book Equity IRR 2024 LTI Awards 2023 LTI Awards 2022 LTI Awards % of Target Annual Award Earned Equal to or greater than 6.2% Equal to or greater than 5% Equal to or greater than 4% 150% Greater than 3.7% and less than 6.2% Greater than 2.5% and less than 5% Greater than 1.5% and less than 4% Interpolated Equal to 2.2% through 3.7% Equal to 1.0% through 2.5% Equal to 0.5% through 1.5% 100% Greater than -0.3% and less than 2.2% Greater than -1.5% and less than 1.0% Greater than -2.0% and less than 0.5% Interpolated Less than or equal to -0.3% Less than or equal to -1.5% Less than or equal to -2.0% 50% Actual Performance for 2024 Performance Year . The Company’s financial performance reflects the strong global passenger demand for air travel and robust demand for our narrow-body aircraft due to ongoing OEM delivery delays and supply chain constraints. The increased demand for our aircraft through lease extension requests and strong gains on sales contributed positively to our financial results, which are also partly driven by cash settlement proceeds received in respect of our contingent and possessed insurance policies for aircraft formerly on lease to Russian airlines. As a result, the Book Equity IRR for the 2024 performance year was 5.3%. Therefore, the portion of our 2024, 2023 and 2022 LTI awards related to the 2024 performance year were earned at 132%, 150% and 150%, respectively. For our executive officers other than Mr. O’Callaghan, the 2022 LTI Awards cliff-vested on February 28, 2025. For all of our executive officers, the 2023 and 2024 LTI awards will cliff-vest on February 28, 2026 and 2027, respectively. For our executive officers other than Mr. O’Callaghan, the 2022 LTI Awards that cliff-vested on February 28, 2025, were earned with respect to each performance year during the three-year performance period as follows: 2022 LTI Awards Performance Year Book Equity IRR % of Target Annual Award Earned Fiscal Year 2022 2.9% 128% Fiscal Year 2023 3.9% 148% Fiscal Year 2024 5.3% 150% For Mr. O’Callaghan, the portion of his 2022 LTI Award payable for the 2024 performance year was earned at 150% and vested on February 28, 2025. Other Compensation . Our NEOs are eligible to receive severance payments and accelerated vesting of LTI awards in certain circumstances, as described in greater detail below in the section entitled “Potential Payments upon Termination or Change in Control”. Severance and change in control benefits provide transitional assistance for separated employees and are essential to recruiting and retaining talented executives in a competitive market. In addition, our NEOs are also eligible to participate in our employee benefit plans, including medical, dental, life insurance and retirement plans. These plans are available to all employees and do not discriminate in favor of our NEOs. Recoupment Policy . In January 2016, we adopted a clawback policy covering certain incentive compensation awarded to our executive officers. The policy requires reimbursement of incentive payments awarded to an executive officer based upon financial results that were subsequently the subject of a restatement due to the Company’s material noncompliance with financial reporting requirements. The amount of reimbursement would be to the extent that a lower payment would have been awarded to the executive based on the restated financial results. The policy applies to all incentive compensation awarded or paid to an executive officer in the three years prior to the restatement, even if the executive officer did not engage in conduct which contributed to the restatement. In addition, we may seek to recover any portion of incentive compensation when we determine that an executive officer engaged in a certain misconduct. Retirement. For our executive officers, we have designed a qualifying retirement feature that will allow the LTI awards to continue to vest following retirement, subject to satisfaction of the Book Equity IRR performance objectives. For purposes of the LTI awards, a qualifying retirement means: (a) a retirement date no earlier than March 27, 2024; (b) the executive provides at least 12 months' notice; (c) the executive is at least 55 years old on the date of retirement and (d) such individual is not an executive officer (or serving in any other senior commercial role) with certain competitors prior to the vesting date. 50 Summary . The primary goals of our compensation programs are to attract, motivate and retain the most talented and dedicated employees and to align incentive compensation with Company performance. 2024 Compensation Performance versus Corporate Financial Metrics . For 2024, the Company’s performance against its corporate financial metrics resulted in an incentive compensation pool equal to 130% of the total target, as shown in the table below. Certain financial metrics, such as profit before tax, were impacted by the effects of the increased demand for our aircraft, strong gains on sales and settlement proceeds received in respect of our contingent and possessed insurance policies for aircraft formerly on lease to Russian airlines. Metric 2024 Target (in millions) Weighting 2024 Performance (in millions) Performance Range Performance Weighted Score Profit before tax $ 100.0 50% $ 145.6 50% - 150% 138% 69 % Cash flow $ 383.0 25% $ 464.0 50% - 150% 150% 37 % New investments $ 1,720.0 25% $ 1,637.1 50% - 150% 95% 24 % Total 130 % Performance versus Individual Performance Goals. For 2024, the performance of each of our NEOs against the individual performance goals was equal to 115% of target, with the exception of Mr. Chandran whose performance was equal to 125% of target. The Compensation Committee took the following actions related to fiscal year 2024 annual incentive compensation for our NEOs, which was determined solely based on the achievement of the corporate financial metrics and individual performance goals: Named Executive Officer 2024 Incentive Compensation Michael J. Inglese $959,974 cash Roy Chandran $743,084 cash Douglas C. Winter $731,584 cash Christopher L. Beers $731,584 cash Paul O’Callaghan $542,764 cash How We Make Decisions Risk . The Compensation Committee reviews the risks and rewards associated with the Company’s compensation programs. We believe that our compensation programs encourage prudent business judgment and appropriate risk-taking, with the overall goal of building sustainable and profitable growth. We believe none of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. Role of Executive Officers. For 2024, the Compensation Committee set the corporate financial metrics at the beginning of the year based on the annual business plan endorsed by the Board. The Compensation Committee also set individual performance goals for the Chief Executive Officer, who in turn established individual performance goals for the other NEOs. Regularly during the year, the senior management team presented to us the Company’s actual performance against the corporate performance metrics. The Compensation Committee shared these discussions with the full Board on a regular basis. Grant Policies and Practices. We do not currently grant equity-based awards. As such, we do not currently have any policies or practices in place with respect to the timing of equity-based awards in relation to the disclosure of material non-public information. 51 COMPENSATION COMMITTEE REPORT The Compensation Committee of the Board is currently comprised of three Directors and operates pursuant to a written charter, which is available at http://www.aircastle.com under “ESG.” The Compensation Committee is primarily responsible for reviewing, approving and overseeing the Company’s compensation plans and practices and works with management to establish the Company’s executive compensation philosophy and programs. The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and based on that review and discussion, has recommended to the Board that it be included in this Form 10-K. Respectfully submitted, The Compensation Committee Charles W. Pollard, Chair Takayuki Sakakida Michael J. Inglese 52 Summary Compensation Table for 2024 The table below sets forth information regarding fiscal years 2024, 2023 and 2022 compensation for each of our NEOs. Awards Name and Principal Position Fiscal Year Salary Bonus (1) Non-Equity Incentive Plan (2) All Other Compensation (3) Total Michael J. Inglese 2024 $ 750,000 $ 951,788 $ 3,551,503 $ 16,657 $ 5,269,948 Chief Executive Officer 2023 750,000 939,660 2,298,667 15,540 4,003,867 2022 750,000 1,036,185 — 14,607 1,800,792 Roy Chandran 2024 $ 575,000 $ 707,280 $ 1,136,481 $ 16,657 $ 2,435,418 Chief Financial Officer 2023 575,000 639,026 551,680 15,540 1,781,246 2022 525,000 568,407 — 14,607 1,108,014 Douglas C. Winter 2024 $ 575,000 $ 715,280 $ 1,420,603 $ 16,657 $ 2,727,540 Chief Commercial Officer 2023 575,000 704,838 919,467 15,540 2,214,845 2022 575,000 692,133 — 14,607 1,281,740 Christopher L. Beers (4) 2024 $ 575,000 $ 715,280 $ 1,420,603 $ 67,478 $ 2,778,361 Chief Legal Officer & 2023 575,000 704,838 919,467 15,540 2,214,845 Secretary 2022 575,000 692,133 — 14,607 1,281,740 Paul O’Callaghan (5) 2024 $ 445,312 $ 496,177 $ 51,903 $ 57,335 $ 1,050,727 Chief Operations Officer 2023 450,025 372,838 96,160 54,003 973,026 _______________ (1) Bonus compensation consists of: (i) cash bonuses, (ii) the portion of 2020 bonus restricted cash awards vested in 2022, 2023 and 2024, and (iii) the portion of 2019 bonus restricted cash awards vested in 2022. (2) See Compensation Overview-Long Term Incentive Plan above for information regarding our cash-based LTI awards granted in 2024, 2023 and 2022. Pursuant to SEC rules, amounts paid out to our NEOs with respect to our cash-based LTI awards will be reported in the “Non-Equity Incentive Plan” column of the Summary Compensation Table for the year earned, not the year in which the LTI award was originally granted. Accordingly, the amounts reported represents (i) for 2024, the 2022 LTI awards granted to our NEOs (other than Mr. O’Callaghan), which vested on February 28, 2025 and (ii) for 2023, the 2021 LTI awards granted to our NEOs (other than Mr. O’Callaghan), which vested on February 29, 2024. See footnote (5) below for additional information regarding Mr. O’Callaghan’s cash-based LTI awards. (3) The amounts reported in this column consist of Company contributions made to each named executive officer’s retirement plan account and certain insurance premiums paid by the Company. (4) The amount reported in the “All Other Compensation” column for Mr. Beers also includes $50,821 of accrued vacation time paid as part of his retirement. See “Mr. Beers’ Retirement Agreement” below. (5) Paul O’Callaghan became one of the Company’s NEOs for 2023 as a result of his appointment and promotion to Chief Operations Officer effective March 1, 2023. The amount reported in the “Non-Equity Incentive Plan” column relates to non-executive, cash-based LTI awards granted to Mr. O’Callaghan in 2022 and 2021 prior to his appointment as Chief Operations Officer, which vested with respect to the 2024 and 2023 performance years on February 28, 2025 and February 29, 2024, respectively, and were paid out immediately upon vesting. 53 Grants of Plan-Based Awards for 2024 Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (2)(3) Name Grant Date Vesting Date Grant of Cash LTI Award (1) Minimum ($) Target ($) Maximum ($) Michael J. Inglese April 17, 2024 February 28, 2027 $ 2,500,000 $ 1,935,002 $ 2,768,336 $ 3,601,670 Roy Chandran April 17, 2024 February 28, 2027 $ 1,000,000 $ 774,002 $ 1,107,336 $ 1,440,670 Douglas C. Winter April 17, 2024 February 28, 2027 $ 1,000,000 $ 774,002 $ 1,107,336 $ 1,440,670 Christopher L. Beers April 17, 2024 February 28, 2027 $ 1,000,000 $ 774,002 $ 1,107,336 $ 1,440,670 Paul O’Callaghan April 17, 2024 February 28, 2027 $ 411,831 $ 318,757 $ 456,034 $ 593,311 _______________ (1) Represents the aggregate target amount of our cash-based LTI awards granted to our NEOs in 2024. (2) The LTI awards yield a minimum payout of 50% and a maximum payout of 150% of the target annual award. These amounts in the table reflect actual performance for the 2024 performance year (132%) and estimated minimum, target, and maximum amounts for the 2024 and 2025 performance years. See Compensation Overview – Long Term Incentive Plan above for information regarding our cash-based LTI awards. (3) Pursuant to SEC rules, amounts paid out to our NEOs with respect to our cash-based LTI awards will be reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the year earned, not the year granted. Accordingly, see the Summary Compensation Table for 2024 for the total amounts paid out to our NEOs with respect to the 2022 LTI awards granted to our NEOs (other than Mr. O’Callaghan), which vested on February 28, 2025. See footnote (5) to the Summary Compensation Table for 2024 for additional information regarding the vesting and payment of Mr. O’Callaghan’s 2021 and 2022 LTI awards. Employment Agreements with NEOs Through our subsidiaries, Aircastle Advisor LLC and Aircastle (Ireland) Designated Activity Company, we have entered into an employment agreement (as amended) with each of our NEOs. These employment agreements generally provide for payment of an annual base salary and the executives’ eligibility to receive an performance-based incentives with indicated target annual cash bonus and LTI award levels. Each employment agreement provides that the NEO is employed “at-will” and may be terminated at any time and for whatever reason by either us or him. A summary of the payments and benefits to be provided to the NEOs upon a termination of employment, along with a description of the restrictive covenants applicable to each NEO, is set forth below in the section entitled “Potential Payments upon Termination or Change in Control.” Mr. Beers’ Retirement and Consulting Agreement On October 21, 2024, we entered into a retirement and consulting agreement with Mr. Beers in connection with his retirement, effective February 28, 2025 (the “Retirement Date”). Pursuant to his retirement and consulting agreement, Mr. Beers continued to serve as Chief Legal Officer & Secretary through the Retirement Date and received his base salary and all other components of his usual and customary compensation and benefits, including a cash bonus for the 2024 performance year paid at the regular time based on actual achievement of the corporate financial metrics and individual performance goals for 2024. He will not receive any new cash-based LTI awards for 2025 or any year thereafter, however he will continue to vest in all of his outstanding unvested LTI awards in accordance with the qualifying retirement feature as if he were a full-time employee of the Company, subject to satisfaction of the Book Equity IRR performance objectives. Additionally, during the period starting on March 1, 2025 and continuing for a period of 12 months thereafter, Mr. Beers will be engaged as an independent senior adviser to the Company, providing advice on matters as needed by the Company, including with respect to ongoing Russian aircraft litigation and insurance settlements. 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. 54 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table and summary set forth potential amounts payable to our NEOs upon termination of employment or a change in control, as described below. The table below reflects amounts payable to our NEOs assuming termination of employment on February 28, 2025: Name and Principal Position Voluntary resignation by executive Termination by us for cause Termination by us without cause Termination by us without cause or by executive for good reason following change in control (1) Termination by executive for good reason Normal retirement Death or disability Michael J. Inglese Cash Severance $ — $ — $ 1,500,000 $ 3,000,000 $ 1,500,000 $ — $ — Pro-rata Bonus (assumes February 28 termination) — — 750,000 750,000 750,000 — 750,000 COBRA Reimbursement — — 78,484 78,484 78,484 — 78,484 Vacation 80,769 80,769 80,769 80,769 80,769 80,769 80,769 Remainder of Restricted Cash and LTI Awards (1) — — 9,470,258 9,470,258 9,470,258 — 9,470,258 Roy Chandran Cash Severance $ — $ — $ 1,150,000 $ 2,300,000 $ 1,150,000 $ — $ — Pro-rata Bonus (assumes February 28 termination) — — 575,000 575,000 575,000 — 575,000 COBRA Reimbursement — — 78,484 78,484 78,484 — 78,484 Vacation 61,923 61,923 61,923 61,923 61,923 61,923 61,923 Remainder of Restricted Cash and LTI Awards (1) — — 3,503,986 3,503,986 3,503,986 — 3,503,986 Douglas C. Winter Cash Severance $ — $ — $ 1,150,000 $ 2,300,000 $ 1,150,000 $ — $ — Pro-rata Bonus (assumes February 28 termination) — — 575,000 575,000 575,000 — 575,000 COBRA Reimbursement — — 60,943 60,943 60,943 — 60,943 Vacation 61,923 61,923 61,923 61,923 61,923 61,923 61,923 Remainder of Restricted Cash and LTI Awards (1) — — 3,788,108 3,788,108 3,788,108 — 3,788,108 Christopher L. Beers( 2) Cash Severance $ — $ — $ — $ — $ — $ — $ — Pro-rata Bonus (assumes February 28 termination) — — — — — 731,584 — COBRA Reimbursement — — — — — — — Vacation — — — — — 50,821 — Remainder of Restricted Cash and LTI Awards (1) — — — — — 3,788,108 — — Paul O’Callaghan Cash Severance $ — $ — $ 845,334 $ 1,690,669 $ 845,334 $ — $ — Pro-rata Bonus (assumes February 28 termination) — — 411,830 411,830 411,830 — 411,830 Health Insurance Benefits — — 4,122 4,122 4,122 — 4,122 Vacation 46,685 46,685 46,685 46,685 46,685 46,685 46,685 Remainder of Restricted Cash and LTI Awards (1) — — 1,026,912 1,026,912 1,026,912 — 1,026,912 _______________ (1) Includes the 2022 LTI awards (or for Mr. O’Callaghan, the applicable portion thereof) vesting on February 28, 2025, the 2023 LTI awards vesting on February 28, 2026 and the 2024 LTI awards vesting on February 28, 2027 . (2) Christopher L. Beers, our former Chief Legal Officer & Secretary, retired from the Company effective February 28, 2025. See the section entitled “Mr. Beer’s Retirement and Consulting Agreement” above for information regarding his retirement payments and benefits. 55 As described above in the section entitled “Employment Agreements with NEOs,” we, through our subsidiaries, Aircastle Advisor LLC and Aircastle (Ireland) Designated Activity Company, have entered into employment agreements (as amended) with our named executive officers which set forth certain terms and conditions of their employment relating to termination and termination payments. Under the employment agreements for our named executive officers: • if the employment of such named executive officer is terminated without “cause” or with “good reason” (as defined in such employment agreement), and if he signs a general release of claims and complies with the covenants described below, then he will be entitled to receive: (i) an amount equal to the sum of the base salary and target annual cash bonus for the year of termination, payable over a one-year period (two times such amount and payable in a lump sum if the termination occurs within 120 days prior to or within two years following a “change in control” as defined in such employment agreement); (ii) a pro-rata annual bonus for the year of termination; (iii) reimbursement of COBRA premiums or health insurance benefits for up to 12 months; (iv) accelerated vesting of any remaining cash-based LTI awards; and • such named executive officer covenants not to compete with Aircastle for six months following termination of his employment for any reason and will not solicit the employees of Aircastle or the clients or customers of Aircastle for competing business, in each case, for a period of 12 months following termination. For a description of the retirement and consulting agreement we entered into with Mr. Beers in connection with his retirement, see the section entitled “Mr. Beers Retirement and Consulting Agreement” above. Director Compensation Table for 2024 The table below describes our compensation of Directors for the fiscal year ended February 28, 2025: Name Fees Earned or Paid in Cash ($) Total ($) Douglas A. Hacker $ 170,000 $ 170,000 Charles W. Pollard 170,000 170,000 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Owners and Management . The table below sets forth information as of April 16, 2025, as to the beneficial ownership of our Common Shares. Name and Address of Beneficial Owner Common Shares Held Percent of Class Marubeni Corporation (1) 4-2 Ohtemachi 1-chome Chiyoda-ku, Tokyo, 100-8088 Japan 8,920 50 % MM Air Limited (2) c/o Compass Administration Services Ltd. Crawford House 50 Cedar Avenue Hamilton, HM11, Bermuda 8,920 50 % _______________ (1) Marubeni beneficially owns 8,920 Common Shares through its wholly owned subsidiary Marubeni Aviation Corporation. During the year ended February 28, 2025, we issued 1,138 shares to Marubeni. (2) MM Air Limited beneficially owns 8,920 Common Shares. MM Air Limited is controlled by affiliates of Marubeni and Mizuho Leasing. During the year ended February 28, 2025, we issued 1,138 shares to MM Air Limited. 56 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Party Transactions The following is a summary of material provisions of certain transactions we entered into with our executive officers, Directors or 5% or greater shareholders. We believe the terms and conditions set forth in such agreements were reasonable and customary for transactions of this type. See Note 10 in the Notes to Consolidated Financial Statements for additional information. Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons Our Board has adopted a Policy and Procedures with Respect to Related Person Transactions, our Related Person Policy. Pursuant to the terms of the Related Person Policy, the Audit Committee must review and approve in advance any transaction involving an affiliate or related party (as defined under Accounting Standards Codification Topic 850), in which the amount involved exceeds $5.0 million, other than those that are pre-approved pursuant to pre-approval guidelines or rules that may be established by the Audit Committee to cover specific categories of transactions, including the guidelines described below. All Related Persons, as defined below, are required to report to our legal department any such related person transaction prior to its completion, and the legal department will determine whether it should be submitted to the Audit Committee for consideration. Our Related Person Policy covers all transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Company or any of its subsidiaries was, is or will be a participant, in which the amount involved exceeds $120.0 thousand, and in which any Related Person had, has or will have a direct or indirect material interest. A Related Person is any person who is, or at any time since the beginning of the Company’s last fiscal year was, a Director or executive officer of the Company or a nominee to become a Director of the Company; Marubeni and Mizuho Leasing or their affiliates; any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Director, executive officer, nominee or Marubeni and Mizuho Leasing or their affiliates, and any person (other than a tenant or employee) sharing the household of such Director, executive officer, nominee or Marubeni and Mizuho Leasing or their affiliates. Director Independence Although our Common Shares are no longer listed on the NYSE or any other national securities exchange and we are therefore not required to have a majority of independent directors, the Board considers the current Directors Messrs. Hacker and Pollard to be independent and that Directors Messrs. Hirose, Inglese, Tsunoda and Okuno to be not independent. The Board also considers the current Chairman Mr. Sakakida to be not independent. Our standing Risk and Governance, Audit and Compensation Committees include independent and non-independent Directors. In addition, the Board considered transactions described above under “Item 13. Certain Relationships and Related Transactions, and Director Independence—Certain Relationships and Related Party Transactions” in making the independence determinations. 57 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees, Audit Related Fees, Tax Fees and All Other Fees . In connection with the audit of the fiscal year 2024 and 2023 financial statements, the Company entered into an engagement letter with Ernst & Young LLP (“EY”) that sets forth the terms by which EY has performed audit services for the Company. Professional services rendered by EY for the years ended February 28, 2025 and February 29, 2024 were as follows: Year Ended February 28/29, 2025 2024 Audit fees (1) $ 2,514,000 $ 2,315,000 Tax fees (2) 1,004,300 844,800 All other fees (3) 7,600 5,200 _______________ (1) Represents fees for the audit of the Company’s consolidated financial statements and internal control over financial reporting, the reviews of interim financial statements included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, certain Current Reports on Form 8-K, audits of IBJ Air joint venture, consultations concerning financial accounting and reporting standards, statutory audits and services rendered relating to the Company’s registration statements. (2) Represents fees related primarily to assistance with tax compliance matters, including international, federal and state tax return preparation, and consultations regarding tax matters. (3) Represents fee for online research tool subscription. Audit Committee Pre-Approval Policies and Procedures The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee or one of its members of all services performed by the Company’s independent registered public accounting firm and related fee arrangements. In the early part of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated, and the related fees, to be rendered by these firms during the year. In addition, pre-approval by the Audit Committee or one of its members is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee pursuant to the Sarbanes-Oxley Act. In accordance with this policy, the Audit Committee pre-approved all services to be performed by the Company’s independent registered accounting firm. 58 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) 1. Consolidated Financial Statements. The following is a list of the “Consolidated Financial Statements” of Aircastle Limited and its subsidiaries included in this Annual Report on Form 10-K, which are filed herewith pursuant to Item 8: Report of Independent Registered Public Accounting Firm. Consolidated Balance Sheets as of February 28, 2025 and February 29, 2024. Consolidated Statements of Income and Comprehensive Income for the years ended February 28, 2025, February 29, 2024 and February 28, 2023. Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023. Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28, 2025, February 29, 2024 and February 28, 2023. Notes to Consolidated Financial Statements. 2. Financial Statement Schedules. There are no Financial Statement Schedules filed as part of this Annual Report, since the required information is included in the Consolidated Financial Statements, including the notes thereto, or the circumstances requiring inclusion of such schedules are not present. 3. Exhibits. The exhibits filed herewith are listed on the Exhibit Index filed as part of this Annual Report on Form 10-K. 59 (B) EXHIBIT INDEX Exhibit No. Description of Exhibit 3.1 Amended and Restated Memorandum of Association of Aircastle Limited (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 27, 2020). 3.2 Amended and Restated Bye-laws of Aircastle Limited (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 27, 2020). 3.3 Certificate of Designations, dated June 8, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021). 4.1 Specimen Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 2) (No. 333-134669) filed on July 25, 2006). 4.2 Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2015). 4.3 Amendment Agreement No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, by and between Aircastle Limited and Marubeni Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 26, 2016). 4.4 Indenture, dated as of December 5, 2013, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee, Citigroup Global Markets, Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2013). 4.5 Seventh Supplemental Indenture, dated as of June 13, 2019, between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 13, 2019). 4.6 Indenture, dated as of August 11, 2020, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 11, 2020). 4.7 Indenture, dated as of January 26, 2021, by and between Aircastle Limited and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 26, 2021). 4.8 Description of Aircastle Limited’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). 4.9 Deposit Agreement, dated June 8, 2021, among Aircastle Limited, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of depositary receipts issued thereunder (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021). 4.10 Indenture, dated as of July 18, 2023, between Aircastle Limited and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 18, 2023). 4.11 Indenture, dated as of January 22, 2024, between Aircastle Limited and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 22, 2024). 4.12 Indenture, dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 18, 2024). 4.13 Guarantee Supplemental Indenture (6.500% Senior Notes due 2028), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.12 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024). E - 1 Exhibit No. Description of Exhibit 4.14 Guarantee Supplemental Indenture (4.250% Senior Notes due 2026), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.13 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024). 4.15 Guarantee Supplemental Indenture (5.250% Senior Notes due 2025), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024). 4.16 Guarantee Supplemental Indenture (5.950% Senior Notes due 2029), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024). 4.17 Guarantee Supplemental Indenture (2.850% Senior Notes due 2028), dated as of July 18, 2024, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.16 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024). 4.18 Indenture, dated as of January 31, 2025, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 31, 2025). 10.1 Form of Employment Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 8, 2017). # 10.2 Form of Amendment to Executive Employment Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). # 10.3 Form of Amended and Restated Indemnification Agreement with directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2011). 10.4 Registration Rights Agreement, dated as of April 4, 2012, by and among Aircastle Limited and Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2012). 10.5 Share Purchase Agreement, dated as of August 7, 2012, by and among Aircastle Limited and the Fortress Shareholders named therein (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on August 13, 2012). 10.6 Registration Rights Agreement, dated as of November 30, 2012, by and among Aircastle Limited and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 30, 2012). 10.7 Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on May 25, 2017). # 10.8 Purchase Agreement COM0270-15, dated as of June 12, 2015, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2015). Ø 10.9 Amendment No. 1 to Purchase Agreement COM0270-15, dated as of June 22, 2016, by and between Aircastle Holding Corporation and Embraer S. A. (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø 10.10 Amendment No. 2 to Purchase Agreement COM0270-15, dated as of November 11, 2016, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø 10.11 Amendment No. 3 to Purchase Agreement COM0270-15, dated as of January 13, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø E - 2 Exhibit No. Description of Exhibit 10.12 Amendment No. 4 to Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017). Ø 10.13 Amendment No. 5 to Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø 10.14 Amendment No. 6 to Purchase Agreement COM0270-15, dated as of June 29, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2018). Ø 10.15 Amendment No. 7 to Purchase Agreement COM0270-15, dated as of February 5, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019). ØØ 10.16 Amendment No. 8 to Purchase Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ 10.17 Amendment No. 9 to Purchase Agreement COM0270-15, dated as of August 28, 2020, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ 10.18 Amendment No. 10 to Purchase Agreement COM0270-15, dated as of September 18, 2020, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ 10.19 Amendment No. 11 to Purchase Agreement COM0270-15, dated as of December 4, 2020, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ 10.20 Amendment No. 12 to Purchase Agreement COM0270-15, dated as of June 2, 2021, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ 10.21 Amendment No. 13 to Purchase Agreement COM0270-15, dated as of September 2, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ 10.22 Amendment No. 14 to Purchase Agreement COM0270-15, dated as of September 17, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ 10.23 Amendment No. 15 to Purchase Agreement COM0270-15, dated as of December 3, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ 10.24 Amendment No. 16 to Purchase Agreement COM0270-15, dated as of February 9, 2022, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ 10.25 Amendment No. 17 to Purchase Agreement COM0270-15, dated as of August 24, 2022 (Amendment No. 17), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 12, 2022). ** ØØ 10.26 Amendment No. 18 to Purchase Agreement COM0270-15, dated as of December 8, 2022 (Amendment No. 18), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on January 12, 2023). ** ØØ 10.27 Amendment No. 19 to Purchase Agreement COM0270-15, dated as of April 18, 2023 (Amendment No. 19), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 12, 2023). ** ØØ 10.28 Amendment No. 22 to Purchase Agreement COM0270-15, dated as of May 28, 2024 (Amendment No. 22), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 11, 2024). ** ØØ E - 3 Exhibit No. Description of Exhibit 10.29 Amendment No. 23 to Purchase Agreement COM0270-15, dated as of July 23, 2024 (Amendment No. 23), by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024). ** ØØ 10.30 Amendment No. 24 to Purchase Agreement COM0270-15, dated as of January 6, 2025 (Amendment No. 24), by and between Aircastle Holding Corporation and Embraer S.A. * ** ØØ 10.31 Amendment No. 1 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of November 11, 2016, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 14, 2017). Ø 10.32 Amendment No. 2 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of August 11, 2017, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017). Ø 10.33 Amendment No. 3 to Letter Agreement COM0271-15 in Purchase Agreement COM0270-15, dated as of February 23, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø 10.34 Amendment No. 4 to Letter Agreement COM271-15 in Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). Ø 10.35 Amendment No. 5 to Letter Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ 10.36 Amendment No. 6 to Letter Agreement COM0270-15, dated as of December 4, 2020, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ 10.37 Amendment No. 7 to Letter Agreement COM0270-15, dated as of December 3, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ 10.38 Notice and Consent COM0439-19, dated as of September 18, 2020, between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ^ ØØ 10.39 Voting and Support Agreement, dated as of November 5, 2019, by and among Aircastle Limited, Marubeni Corporation, Marubeni Aviation Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2019). 10.40 Form of Indemnification Agreement with directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2020). 10.41 Subscription Agreement, dated July 5, 2023, by and among Aircastle Limited, MM Air Ltd. and Marubeni Aviation Holdings Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023). 10.42 Amendment Agreement to the Seventh Amended and Restated Credit Agreement, dated as of February 8, 2024, by and among Aircastle Limited, the several lenders from time to time parties thereto, and Citibank N.A., in its capacity as agent for the lenders (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on April 25, 2024). * 10.43 Retirement and Consulting Agreement, dated October 21, 2024, by and between Aircastle Advisor LLC and Christopher L. Beers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on January 10, 2025). ** ØØ # 21.1 Subsidiaries of the Subsidiaries of the Registrant. * 31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. * 31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of 2002. * E - 4 Exhibit No. Description of Exhibit 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Act of 2002. * 101 The following materials from the Company’s Annual Report on Form 10-K for the year ended February 28, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 28, 2025 and February 29, 2024; (ii) Consolidated Statements of Income and Comprehensive Income for the years ended February 28, 2025, February 29, 2024 and February 28, 2023; (iii) Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28, 2025, February 29, 2024 and February 28, 2023; and (v) Notes to Consolidated Financial Statements* 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. _____________ # Management contract or compensatory plan or arrangement. * Filed herewith. ** Certain attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Ø Portions of this exhibit have been omitted pursuant to a request for confidential treatment. ^ Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules to the SEC upon request. ØØ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. ITEM 16. FORM 10-K SUMMARY None. E - 5 Index to Financial Statements Page No. Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) F - 2 Consolidated Balance Sheets as of February 28, 2025 and February 29, 2024 F - 4 Consolidated Statements of Income and Comprehensive Income for the years ended February 28, 2025, February 29, 2024 and February 28, 2023 F - 5 Consolidated Statements of Cash Flows for the years ended February 28, 2025, February 29, 2024 and February 28, 2023 F - 6 Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28, 2025, February 29, 2024 and February 28, 2023 F - 7 Notes to Consolidated Financial Statements F - 8 F - 1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Aircastle Limited and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aircastle Limited and subsidiaries (the Company) as of February 28, 2025 and February 29, 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 28, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 28, 2025 and February 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. F - 2 Accounting for Income Tax Description of the Matter The Company is incorporated in Bermuda and leases its aircraft within over 40 countries. The Company’s income is subject to U.S. federal, state and local income taxes, as well as foreign income tax in many of the jurisdictions it leases aircraft. As more fully described in Note 11 to the consolidated financial statements, the Company recognized a consolidated provision for income taxes of $22 million for the year ended February 28, 2025. Auditing the Company’s income tax accounting was especially challenging due to the international tax structure maintained by the Company. Specifically, the auditing of the application of changes in tax law and transactions to transfer, buy or sell aircraft in foreign jurisdictions required increased auditor effort, including the use of tax professionals with specialized skills, to evaluate the Company’s application of the tax laws in relevant jurisdictions and the related income tax. How We Addressed the Matter in Our Audit To test the Company’s application of tax laws in relevant jurisdictions and the related income tax, we performed audit procedures that included, among others, understanding the Company’s tax structure as it relates to current leases through review of its organization chart and various lease documents. We evaluated the Company’s treatment of tax law changes, if any, in the foreign jurisdictions it operates to current tax laws. We also obtained, and assessed the completeness of, a list of transactions to transfer, purchase and sell aircraft during the period and evaluated the tax treatment of certain transactions through review of the lease documents and our assessment of the tax law. Our audit procedures were performed with the assistance of our tax professionals with specialized skills and knowledge. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2004. Stamford, CT April 23, 2025 F - 3 Aircastle Limited and Subsidiaries Consolidated Balance Sheets (Dollars in thousands, except share data) February 28/29, 2025 2024 ASSETS Cash and cash equivalents $ 279,052 $ 129,977 Accounts receivable 9,662 12,518 Flight equipment held for lease, net 7,644,867 6,940,502 Net investment in leases, net 257,249 282,439 Unconsolidated equity method investment 45,813 42,710 Other assets 273,521 271,807 Total assets $ 8,510,164 $ 7,679,953 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES Borrowings from secured financings, net $ 502,609 $ 875,397 Borrowings from unsecured financings, net 4,452,781 3,823,099 Accounts payable, accrued expenses and other liabilities 295,132 219,588 Lease rentals received in advance 68,120 52,654 Security deposits 82,477 69,544 Maintenance payments 583,658 505,897 Total liabilities 5,984,777 5,546,179 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 February 28, 2025 and February 29, 2024 — — Common shares, $ 0.01 par value, 250,000,000 shares authorized, 17,840 and 15,564 shares issued and outstanding at February 28, 2025 and February 29, 2024, respectively — — Additional paid-in capital 2,378,774 2,078,774 Retained earnings 146,613 55,000 Total shareholders’ equity 2,525,387 2,133,774 Total liabilities and shareholders’ equity $ 8,510,164 $ 7,679,953 The accompanying notes are an integral part of these consolidated financial statements. F - 4 Aircastle Limited and Subsidiaries Consolidated Statements of Income and Comprehensive Income (Dollars in thousands, except per share amounts) Year Ended February 28/29, 2025 2024 2023 Revenues: Lease rental revenue $ 652,379 $ 603,571 $ 586,508 Direct financing and sales-type lease revenue 21,295 16,503 9,030 Amortization of lease premiums, discounts and incentives ( 21,682 ) ( 20,420 ) ( 20,574 ) Maintenance revenue 90,490 132,179 138,099 Total lease revenue 742,482 731,833 713,063 Gain on sale or disposition of flight equipment 77,191 121,646 70,860 Other revenue 1,302 1,937 12,110 Total revenues 820,975 855,416 796,033 Operating expenses: Depreciation 355,666 348,229 332,663 Interest, net 247,923 229,050 204,606 Selling, general and administrative 86,416 82,127 76,857 Provision for credit losses 8,715 12,081 1,507 Impairment of flight equipment 19,391 55,240 85,623 Maintenance and other costs 16,938 29,884 22,196 Total operating expenses 735,049 756,611 723,452 Other income (expense): Gain (loss) on extinguishment of debt 285 — ( 636 ) Other 56,247 5,571 14,092 Total other income 56,532 5,571 13,456 Income from continuing operations before income taxes and earnings of unconsolidated equity method investment 142,458 104,376 86,037 Income tax provision 21,948 23,265 25,466 Earnings of unconsolidated equity method investment, net of tax 3,103 2,205 2,188 Net income $ 123,613 $ 83,316 $ 62,759 Preference share dividends ( 21,000 ) ( 21,000 ) ( 21,000 ) Net income available to common shareholders $ 102,613 $ 62,316 $ 41,759 Total comprehensive income available to common shareholders $ 102,613 $ 62,316 $ 41,759 The accompanying notes are an integral part of these consolidated financial statements. F - 5 Aircastle Limited and Subsidiaries Consolidated Statements of Cash Flows (Dollars in thousands) Year Ended February 28/29, 2025 2024 2023 Cash flows from operating activities: Net income $ 123,613 $ 83,316 $ 62,759 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 355,666 348,229 332,663 Amortization of deferred financing costs 17,033 17,090 14,338 Amortization of lease premiums, discounts and incentives 21,682 20,420 20,574 Deferred income taxes 17,550 20,053 13,690 Collections on net investments in leases 7,628 3,557 6,505 Security deposits, maintenance payments and insurance settlements included in earnings ( 59,959 ) ( 54,373 ) ( 66,194 ) Gain on sale or disposition of flight equipment ( 77,191 ) ( 121,646 ) ( 70,860 ) (Gain) loss on extinguishment of debt ( 285 ) — 636 Impairment of aircraft 19,391 55,240 85,623 Provision for credit losses 8,715 12,081 1,507 Other ( 3,188 ) ( 2,512 ) ( 2,211 ) Changes on certain assets and liabilities: Accounts receivable ( 6,984 ) ( 443 ) 17,338 Other assets 13,532 ( 9,317 ) ( 12,510 ) Accounts payable, accrued expenses and other liabilities 7,475 ( 15,907 ) 4,278 Lease rentals received in advance 19,343 14,466 29,601 Net cash and restricted cash provided by operating activities 464,021 370,254 437,737 Cash flows from investing activities: Acquisition and improvement of flight equipment ( 1,588,197 ) ( 1,240,183 ) ( 994,040 ) Proceeds from sale or disposition of flight equipment 565,921 361,826 426,454 Proceeds from settlement of insurance claims 49,500 — — Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits 4,157 5,650 28,393 Other ( 1,613 ) ( 6,408 ) 1,319 Net cash and restricted cash used in investing activities ( 970,232 ) ( 879,115 ) ( 537,874 ) Cash flows from financing activities: Proceeds from issuance of common shares 300,000 200,000 — Proceeds from secured and unsecured debt financings 1,702,048 2,029,750 493,848 Repayments of secured and unsecured debt financings ( 1,452,340 ) ( 1,917,744 ) ( 420,372 ) Deferred financing costs ( 9,849 ) ( 25,035 ) ( 13,242 ) Debt extinguishment costs 285 — ( 310 ) Security deposits and maintenance payments received 152,521 159,792 142,699 Security deposits and maintenance payments returned ( 16,379 ) ( 18,786 ) ( 20,307 ) Dividends paid ( 21,000 ) ( 21,000 ) ( 21,000 ) Net cash and restricted cash provided by financing activities 655,286 406,977 161,316 Net increase (decrease) in cash and restricted cash 149,075 ( 101,884 ) 61,179 Cash and restricted cash at beginning of year 129,977 231,861 170,682 Cash and restricted cash at end of year $ 279,052 $ 129,977 $ 231,861 Aircastle Limited and Subsidiaries Consolidated Statements of Cash Flows (Continued) (Dollars in thousands) Year Ended February 28/29, 2025 2024 2023 Supplemental disclosures of cash flow information: Cash paid during the year for interest $ 233,284 $ 240,715 $ 193,283 Cash paid during the year for income taxes $ 4,170 $ 5,135 $ 9,511 Supplemental disclosures of non-cash investing activities: Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets settled in sale of flight equipment $ 113,641 $ 55,046 $ 50,758 Advance lease rentals, security deposits, maintenance payments, other liabilities and other assets assumed in asset acquisitions $ 77,976 $ 28,350 $ 10,810 Transfers from Flight equipment held for lease, net to Net investment in leases, net and Other assets $ 54,151 $ 220,648 $ 1,695 Acquisition of investments, at fair value $ — $ — $ 10,819 The accompanying notes are an integral part of these consolidated financial statements. F - 6 Aircastle Limited and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity (Dollars in thousands, except share amounts) Common Shares Preference Shares Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Total Shareholders’ Equity Shares Amount Shares Amount Balance, February 28, 2022 14,048 $ — 400 $ — $ 1,878,774 $ ( 49,075 ) $ 1,829,699 Preference share dividends — — — — — ( 21,000 ) ( 21,000 ) Net income — — — — — 62,759 62,759 Balance, February 28, 2023 14,048 $ — 400 $ — $ 1,878,774 $ ( 7,316 ) $ 1,871,458 Issuance of common shares 1,516 — — — 200,000 — 200,000 Preference share dividends — — — — — ( 21,000 ) ( 21,000 ) Net income — — — — — 83,316 83,316 Balance, February 29, 2024 15,564 $ — 400 $ — $ 2,078,774 $ 55,000 $ 2,133,774 Issuance of common shares 2,276 — — — 300,000 — 300,000 Preference share dividends — — — — — ( 21,000 ) ( 21,000 ) Common share dividends — — — — — ( 11,000 ) ( 11,000 ) Net income — — — — — 123,613 123,613 Balance, February 28, 2025 17,840 $ — 400 $ — $ 2,378,774 $ 146,613 $ 2,525,387 The accompanying notes are an integral part of these consolidated financial statements. F - 7 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Note 1. Summary of Significant Accounting Policies Organization Aircastle Limited (“Aircastle,” the “Company,” “we,” “us” or “our”) is a Bermuda company that was incorporated on October 29, 2004 under the provisions of Section 14 of the Companies Act of 1981 of Bermuda. Aircastle’s business is acquiring, leasing, managing and selling commercial jet aircraft. The Company is controlled by affiliates of Marubeni Corporation (“Marubeni”) and Mizuho Leasing Company, Limited (“Mizuho Leasing” and, together with Marubeni, our “Shareholders”). Aircastle is a holding company and conducts its business through subsidiaries that are wholly-owned, either directly or indirectly, by Aircastle. Basis of Presentation and Principles of Consolidation The consolidated financial statements presented are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Aircastle and all its subsidiaries, including any Variable Interest Entity (“VIE”) of which Aircastle is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. The Company’s management has reviewed and evaluated all events or transactions for potential recognition and/or disclosure subsequent to the balance sheet date of February 28, 2025, through the date on which the consolidated financial statements included in this Annual Report were issued. Segment Reporting We manage and analyze our business and report our results of operations based on one operating and reportable segment: leasing, financing, selling and managing commercial flight equipment. Our Chief Executive Officer is the chief operating decision maker (the “CODM”). As a single reportable segment entity, the CODM utilizes consolidated net income to evaluate segment performance and allocate resources. The significant segment expenses and other segment items, such as total assets, that are provided to the CODM align with expense information that is included in the Company’s consolidated balance sheets and statements of income. Risk and Uncertainties In the normal course of business, Aircastle encounters several significant types of economic risk, including credit, market, aviation industry and capital market risks. Credit risk is the risk of a lessee’s inability or unwillingness to make contractually required payments and to fulfill its other contractual obligations to Aircastle. Market risk reflects the change in the value of financings due to changes in interest rate spreads or other market factors, including the value of collateral underlying financings. Aviation industry risk is the risk of a downturn in the commercial aviation industry which could adversely impact a lessee’s ability to make payments, increase the risk of early lease terminations and depress lease rates and the value of the Company’s aircraft. Capital market risk is the risk that the Company is unable to obtain capital at reasonable rates to fund the growth of its business or to refinance existing debt. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While Aircastle believes the estimates and related assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates. F - 8 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Cash and Cash Equivalents Aircastle considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Virtually all our cash and cash equivalents are held or managed by five major financial institutions. Flight Equipment Held for Lease and Depreciation Flight equipment held for lease is stated at cost and depreciated using the straight-line method, typically over a 25 -year life from the date of manufacture for passenger aircraft and over a 30 to 35 -year life for freighter aircraft, depending on whether the aircraft is a converted or purpose-built freighter, to estimated residual values. Estimated residual values are generally determined to be 15 % of the manufacturer’s estimated realized price for passenger aircraft when new and 5 % to 10 % for freighter aircraft when new. Management may make exceptions to this policy on a case-by-case basis when, in its judgment, the residual value calculated pursuant to this policy does not appear to reflect current expectations of value. Examples of situations where exceptions may arise include but are not limited to: • flight equipment where estimates of the manufacturer’s realized sales prices are not relevant (e.g., freighter conversions); • flight equipment where estimates of the manufacturer’s realized sales prices are not readily available; and • flight equipment which may have a shorter useful life due to obsolescence. Major improvements and modifications incurred in connection with the acquisition of aircraft that are required to get the aircraft ready for initial service are capitalized and depreciated over the remaining life of the flight equipment. For planned major maintenance activities for aircraft off-lease, the Company capitalizes the actual maintenance costs by applying the deferral method. Under the deferral method, we capitalize the actual cost of major maintenance events, which are typically depreciated on a straight-line basis over the period until the next maintenance event is required. In accounting for flight equipment held for lease, we make estimates about the expected useful lives, the fair value of attached leases, acquired maintenance assets or liabilities and the estimated residual values. In making these estimates, we rely upon actual industry experience with the same or similar aircraft types and our anticipated lessee’s utilization of the aircraft. For purchase lease-back transactions, we account for the transaction as a single arrangement. We allocate the consideration paid based on the fair value of the aircraft and lease. The fair value of the lease may include a maintenance premium and a lease premium or discount. When we acquire an aircraft with a lease, determining the fair value of attached leases requires us to make assumptions regarding the current fair values of leases for specific aircraft. We estimate a range of current lease rates of like aircraft in order to determine if the attached lease is within a fair value range. If a lease is below or above the range of current lease rates, we present value the estimated amount below or above the fair value range over the remaining term of the lease. The resulting lease discount or premium is amortized into lease revenue over the remaining term of the lease. Impairment of Flight Equipment We perform a recoverability test of all aircraft and other flight equipment on a quarterly and annual basis. We perform a customer or aircraft specific recoverability test whenever events or changes in circumstances, or indicators, suggest that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant lease restructuring or early lease termination, significant change in an aircraft type’s storage levels, the introduction of newer technology aircraft or engines, an aircraft type is no longer in production or a significant airworthiness directive is issued. We focus on aircraft with near-term lease expirations, customers that have entered F - 9 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) judicial insolvency proceedings and any additional customers that may become subject to similar-type proceedings, and certain other customers or aircraft variants that are more susceptible to value deterioration. For assets with indicators of impairment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceed its net book value. The undiscounted cash flows consist of cash flows from currently contracted lease rental and maintenance payments, future projected lease rates and maintenance payments, transition costs, estimated down time, and estimated residual or scrap values for an aircraft. In the event that an aircraft does not meet the recoverability test, the aircraft will be adjusted to fair value, resulting in an impairment charge. Our assumptions are based on current and future expectations of the global demand for a particular aircraft type and historical experience in the aircraft leasing market and aviation industry, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in projected lease rental and maintenance payments, residual values, economic conditions, technology, airline demand for a particular aircraft type and other factors, such as the location of the aircraft and accessibility to records and technical documentation. If our estimates or assumptions change, we may revise our cash flow assumptions and record future impairment charges. While we believe that the estimates and related assumptions used in our recoverability assessments are appropriate, actual results could differ from those estimates. Net Investment in Leases If a lease meets specific criteria at lease commencement or at the effective date of a lease modification, we recognize the lease as a direct financing or sales-type lease. The net investment in direct financing and sales-type leases consists of the lease receivable, estimated unguaranteed residual value of the leased flight equipment at lease-end and, for direct financing leases, deferred selling profit. For sales-type leases, we recognize the difference between the net book value of the aircraft and the net investment in the lease as a gain or loss on sale of flight equipment. Selling profit on a direct financing lease is deferred and amortized over the lease term, and a selling loss is recognized at lease commencement. Interest income on our net investment in leases is recognized as direct financing and sales-type leases revenue over the lease term in a manner that produces a constant rate of return on the net investment in the lease. The net investment in leases is recorded net of an allowance for credit losses. The allowance for credit losses is recorded upon the initial recognition of the net investment in the lease based on the Company’s estimate of expected credit losses over the lease term. The allowance reflects the Company’s estimate of lessee default probabilities and loss given default percentages. When determining the credit loss allowance, we consider relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the net investment in the lease. The allowance also considers potential losses due to non-credit risk related to unguaranteed residual values. A provision for credit losses is recorded as a component of operating expenses to adjust the allowance for changes to management’s estimate of expected credit losses. Unconsolidated Equity Method Investment We have an unconsolidated equity method investment in an aircraft leasing entity that is accounted for using the equity method as we do not exercise control over the entity. Under the equity method, the investment is initially recorded at cost and the carrying amount is affected by our share of the unconsolidated equity method investment’s undistributed earnings and losses and distributions of dividends and capital. The investment may also reflect an equity loss in the event that circumstances indicate an other-than-temporary impairment. Security Deposits Most of our operating leases require the lessee to pay Aircastle a security deposit or provide a letter of credit. Security deposits represent cash received from the lessee that is held on deposit until lease expiration or termination. If a lease is terminated, we recognize security deposits in excess of outstanding lease payments as other revenue. F - 10 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Maintenance Payments Typically, the lessee will be responsible for performing maintenance on the aircraft and will be required to make payments to us for heavy maintenance, overhaul or replacement of certain high-value components of the aircraft. These maintenance payments are based on hours or cycles of utilization or on calendar time, depending upon the component, and would be made either monthly in arrears or at the end of the lease term. Our determination of whether to require such payments to be made monthly or to permit a lessee to make a single maintenance payment at the end of the lease term depends on a variety of factors, including the creditworthiness of the lessee, the level of security deposit which may be provided by the lessee and market conditions at the time we enter into the lease. If a lessee is making monthly maintenance payments, we would typically be obligated to reimburse the lessee for costs they incur for heavy maintenance, overhaul or replacement of certain high-value components, usually following completion of the relevant work. If a lessee makes a single end of lease maintenance payment, the lessee would be required to pay us for its utilization of the aircraft during the lease. In some cases, however, we may owe a net payment to the lessee in the event heavy maintenance is performed and paid for by the lessee during the lease term and the aircraft is returned to us in better condition than at lease inception. We record monthly maintenance payments by the lessee as accrued maintenance payments liabilities in recognition of our obligation in the lease to refund such receipts, and therefore we typically do not recognize such maintenance payments as maintenance revenue during the lease. Reimbursements to the lessee upon the receipt of evidence of qualifying maintenance work are charged against the existing accrued maintenance payments liability. We currently defer maintenance revenue recognition of most monthly maintenance payments until we are able to determine the amount, if any, by which the monthly maintenance payments received from a lessee exceed costs to be incurred by that lessee in performing heavy maintenance, which generally occurs at or near the end of the lease. End of lease term maintenance payments made to us are recognized as maintenance revenue, and end of lease term maintenance payments we make to a lessee are recorded as contra maintenance revenue. Lease Incentives and Amortization Many of our leases contain provisions that may require us to pay a portion of the lessee’s costs for heavy maintenance, overhaul or replacement of certain high-value components. We account for these expected payments as lease incentives, which are amortized as a reduction of revenue over the life of the lease. We estimate the amount of our portion for such costs, typically for the first major maintenance event for the airframe, engines, landing gear and auxiliary power units, expected to be paid to the lessee based on assumed utilization of the related aircraft by the lessee, the anticipated amount of the maintenance event cost and the estimated amounts the lessee is responsible to pay. The assumptions supporting these estimates are reevaluated annually. This estimated lease incentive is not recognized as a lease incentive liability at the inception of the lease. We recognize the lease incentive as a reduction of lease revenue on a straight-line basis over the life of the lease, with the offset being recorded as a lease incentive liability which is included in maintenance payments on the balance sheet. The payment to the lessee for the lease incentive liability is first recorded against the lease incentive liability, and any excess above the lease incentive liability is recorded as a prepaid lease incentive asset, which is included in other assets on the balance sheet and continues to amortize over the remaining life of the lease. Lease acquisition costs related to reconfiguration of the aircraft cabin, other lessee specific modifications and other direct costs are capitalized and amortized into revenue over the initial life of the lease, assuming no lease renewals, and are included in other assets. Income Taxes The Company records an income tax provision in accordance with the various tax laws for those jurisdictions within which our transactions occur. Aircastle uses an asset and liability based approach in accounting for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement and tax basis of existing assets and liabilities using enacted rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount estimated by us to be realizable. The Company recognizes the tax benefit from an F - 11 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. We did not have any unrecognized tax benefits. Fair Value Measurements Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We measure the fair value of our cash and cash equivalents and certain of our investments in debt and equity securities on a recurring basis and measure the fair value of our aircraft and investment in unconsolidated joint venture on a non-recurring basis. See Note 2 . Lease Revenue Recognition We lease flight equipment under net operating leases with lease terms typically ranging from 3 to 7 years. We generally do not offer renewal terms or purchase options in our leases, although certain of our operating leases allow the lessee the option to extend the lease for an additional term. Operating leases with fixed rentals and step rentals are recognized on a straight-line basis over the term of the initial lease, assuming no renewals. In certain instances, we may provide lease concessions to customers, generally in the form of lease rental deferrals. While these deferral arrangements affect the timing of lease rental payments, the total amount of lease rental payments required over the lease term is generally the same as that which was required under the original lease agreement. We account for the deferrals as if no modifications to the lease agreements were made and record the deferred rentals as a receivable within other assets. Should we determine that the collectability of rental payments is no longer probable, including any deferral thereof, we will recognize lease rental revenue using a cash basis of accounting rather than an accrual method. In the period we conclude that collection of lease payments is no longer probable, we recognize any difference between revenue amounts recognized to date under the accrual method and payments that have been collected from the lessee, including security deposit amounts held, as a current period adjustment to lease rental revenue. Comprehensive Income Comprehensive income consists of net income and other gains and losses, net of income taxes, if any, affecting shareholders’ equity that, under U.S. GAAP, are excluded from net income. Deferred Financing Costs Deferred financing costs, which are included in borrowings from secured and unsecured financings, net, are amortized using the interest method for amortizing loans over the lives of the relevant related debt. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires all public entities, including single reportable segment entities, to provide the segment measures of profitability used by the CODM to allocate resources and assess performance in interim and annual periods. The standard also requires disclosure of significant segment expenses and other segment items that are regularly provided to the CODM. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 using the retrospective method. We adopted the standard during the year ended February 28, 2025, which did not have a material impact on our consolidated financial statements; see Note 1. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASC 740”). ASC 740 enhances the transparency of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard requires disclosure of specific categories in the rate reconciliation, using both percentages and reporting currency amounts, as well as disclosure of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and individual jurisdictions. The standard is effective F - 12 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) for annual periods beginning after December 15, 2024 and should be applied on a prospective basis. We are currently evaluating the standard; however, it is not expected to have a material impact on our consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires entities to provide additional disclosure around certain costs and expenses presented within the Income Statement. This standard aims to improve the disclosures around the entity’s expenses and address requests from investors for more detailed information about the types of expenses. The standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company does not anticipate that the adoption of the standard will have a material impact on its consolidated financial statements or related disclosures. Note 2. Fair Value Measurements Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • The income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts. • The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Assets Measured at Fair Value on a Recurring Basis The following tables set forth our financial assets as of February 28, 2025 and February 29, 2024, that we measured at fair value on a recurring basis by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Fair Value as of February 28, 2025 Fair Value Measurements at February 28, 2025 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Valuation Technique Assets : Cash and cash equivalents $ 279,052 $ 279,052 $ — $ — Market Investments, at fair value Investment in debt securities $ 5,029 $ — $ — $ 5,029 Income Investment in equity securities 4,883 985 — 3,898 Market/Income Total investments, at fair value $ 9,912 $ 985 $ — $ 8,927 F - 13 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Fair Value as of February 29, 2024 Fair Value Measurements at February 29, 2024 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Valuation Technique Assets : Cash and cash equivalents $ 129,977 $ 129,977 $ — $ — Market Investments, at fair value Investment in debt securities $ 5,029 $ — $ — $ 5,029 Income Investment in equity securities 5,131 1,687 — 3,444 Market/Income Total investments, at fair value $ 10,160 $ 1,687 $ — $ 8,473 Our cash and cash equivalents consist largely of money market securities that are highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities (Level 1). Our investments in debt and equity securities consist of notes and shares received as a result of claims settlements from various airline customers that had entered into bankruptcy proceedings or similar-type restructurings. Our investment in equity securities that are traded in an active market have been valued using quoted market prices (Level 1). Our investments in other equity securities and debt securities for which there is no active market or there is limited market data have been valued using the income approach (Level 3). For the years ended February 28, 2025 and February 29, 2024, we had no transfers into or out of Level 3. Assets Measured at Fair Value on a Non-recurring Basis We measure the fair value of certain assets and liabilities on a non-recurring basis, when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate the carrying amounts of these assets may not be recoverable. Assets subject to these measurements include our aircraft and unconsolidated equity method investment. We record aircraft at fair value when we determine the carrying value may not be recoverable. Fair value measurements for aircraft in impairment tests are based on the average of the market approach (Level 2 or 3), which includes third-party appraisal data, and an income approach (Level 3), which includes the Company’s assumptions and appraisal data as to the present value of future cash proceeds from leasing and selling aircraft. Level 3 valuations contain significant non-observable inputs. See “Aircraft Valuation” below for further information. We account for our unconsolidated equity method investment under the equity method of accounting. Our investment is recorded at cost and is adjusted by undistributed earnings and losses and the distributions of dividends and capital. This investment is reviewed for impairment whenever events or changes in circumstances indicate the fair value is less than its carrying value and the decline is other-than-temporary. Financial Instruments Our financial instruments, other than cash, consist principally of cash equivalents, accounts receivable, investments in debt and equity securities, accounts payable and secured and unsecured financings. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximates the carrying value of these financial instruments because of their short-term nature. The fair value of our investments, which consist of debt and equity securities, have been valued using either quoted market prices to the extent such securities are traded in an active market (Level 1), or using the income approach for those securities where there is no active market or there is limited market data (Level 3). The fair value of our senior notes is estimated using quoted market prices (Level 1), whereas all our other financings are valued using a discounted cash flow analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements (Level 2). F - 14 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) The carrying amounts and fair values of our financial instruments at February 28, 2025 and February 29, 2024, were as follows: February 28/29, 2025 2024 Assets Carrying Amount of Asset Fair Value of Asset Carrying Amount of Asset Fair Value of Asset Investments, at fair value (1) $ 9,912 $ 9,912 $ 10,160 $ 10,160 Other investments, net (2) 4,916 4,916 5,079 5,079 Liabilities Carrying Amount of Liability Fair Value of Liability Carrying Amount of Liability Fair Value of Liability Credit Facilities $ 150,000 $ 150,000 $ 20,000 $ 20,000 Term Financings 509,104 513,161 883,451 885,139 Senior Notes 4,350,000 4,387,341 3,850,000 3,738,146 _______________ (1) See Assets Measured at Fair Value on a Recurring Basis. (2) We had a $ 4.1 million and $ 3.2 million allowance for credit losses on certain investments in debt securities that are carried at amortized cost as of February 28, 2025 and February 29, 2024, respectively – see Note 15. Aircraft Valuation Impairment of Flight Equipment During the year ended February 28, 2025, the Company recorded impairment charges totaling $ 19.4 million, including $ 11.0 million of transactional impairments related to a scheduled lease expiration and an aircraft lease amendment. The Company recognized $ 24.0 million of maintenance revenue for these aircraft during the year ended February 28, 2025. Total impairment charges also included $ 8.4 million related to flight equipment that was recorded as a component of other assets and subject to tear-down and parts sales programs. During the year ended February 29, 2024, the Company recorded impairments charges totaling $ 55.2 million. Of the total impairments, $ 39.5 million were transactional impairments related to scheduled aircraft lease expirations and engine redeliveries during the year ended February 29, 2024. The Company recognized $ 48.0 million of maintenance revenue for these aircraft and engines. Recoverability Assessment We perform a recoverability assessment of all aircraft and other flight equipment on a quarterly basis and annually during the third quarter of fiscal year 2024. We perform a recoverability test when events or changes in circumstances, or indicators, suggest that the carrying amount or net book value of an aircraft or other flight equipment may not be recoverable. For assets with indicators of impairment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceed its net book value. The undiscounted cash flows consist of cash flows from currently contracted lease rentals and maintenance payments, future projected lease rates and maintenance payments, transition costs, estimated down time, and estimated residual or scrap values for an aircraft. In the event that an aircraft does not meet the recoverability test, the aircraft will be adjusted to fair value, resulting in an impairment charge. Management assumptions are based on current and future expectations of the global demand for a particular aircraft type and historical experience in the aircraft leasing market and aviation industry, as well as information received from third-party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in projected lease rental and maintenance payments, residual values, economic conditions, technology, airline demand for a particular aircraft type and other factors, such as the location of the aircraft and accessibility to records and technical documentation. F - 15 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) If our estimates or assumptions change, including those related to our customers that have entered judicial insolvency proceedings or similar-type proceedings or restructurings, we may revise our cash flow assumptions and record future impairment charges. While we believe that the estimates and related assumptions used in our recoverability assessments are appropriate, actual results could differ from those estimates. Note 3. Flight Equipment Held for Lease, Net The following table summarizes the activities for the Company’s flight equipment held for lease for the years ended February 28, 2025 and February 29, 2024: February 28/29, 2025 2024 Beginning balance $ 6,940,502 $ 6,567,606 Additions 1,670,063 1,264,369 Depreciation ( 353,395 ) ( 347,297 ) Disposals and transfers to net investment in leases and held for sale ( 601,331 ) ( 492,818 ) Impairments ( 10,972 ) ( 51,358 ) Ending balance $ 7,644,867 $ 6,940,502 Accumulated depreciation $ 2,163,084 $ 2,328,354 Russian Aircraft Insurance Settlements The Company leased 9 aircraft to Russian airlines that were unrecoverable following Russia’s invasion of Ukraine in February 2022. The Company filed claims against the reinsurers of the Russian airlines’ insurance and the Company’s contingent and possessed insurance policies (“C&P Policies”) seeking indemnity. During the fourth quarter of fiscal year 2024, the Company received cash proceeds of $ 49.5 million in settlement of the Company’s claims against certain of the insurers under its C&P Policies. The settlement proceeds were recorded as a component of other income for the year ended February 28, 2025. The receipt of the insurance proceeds serve to mitigate in part, the Company’s losses under its aviation insurance policies. We remain in settlement discussions with some of the remaining insurers under our C&P Policies. However, the collection, timing and amount of any future recoveries, including those related to insurance litigation, remain uncertain. Accordingly, at this time, the Company can give no assurance as to when or what amounts it may ultimately collect with respect to these matters. During the year ended February 29, 2024, the Company received cash settlement proceeds of $ 43.2 million in settlement of the Company’s claims under the insurance policies of Joint Stock Company Aurora Airlines and Joint Stock Company Rossiya Airlines (collectively, the “Airlines”) in respect of 4 aircraft (collectively, the “Aircraft”) formerly on lease to the Airlines, which has been recorded within gain on sale or disposition of flight equipment. The settlement resolves claims against the Airlines, their respective insurers, and transfers the Aircraft title to a Russian insurer. F - 16 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Note 4. Lease Rental Revenues Minimum future lease rentals contracted to be received under our existing operating leases of flight equipment at February 28, 2025 were as follows: Year Ended February 28/29, Amount (1) 2026 $ 706,174 2027 633,400 2028 530,198 2029 446,034 2030 362,417 Thereafter 941,765 Total $ 3,619,988 _______________ (1) Reflects impact of lessee lease rental deferrals. At February 28, 2025 and February 29, 2024, the amounts of lease incentive liabilities recorded in maintenance payments on the consolidated balance sheets were $ 34.8 million and $ 26.6 million, respectively. Note 5. Net Investment in Leases, Net At February 28, 2025 and February 29, 2024, our net investment in leases consisted of 14 and 15 aircraft, respectively. We sold 1 aircraft that was subject to a sales-type lease during the year ended February 28, 2025. The components of our net investment in leases at February 28, 2025 and February 29, 2024 were as follows: February 28/29, 2025 2024 Lease receivable $ 121,202 $ 142,983 Unguaranteed residual value of flight equipment 142,849 147,170 Net investment in leases 264,051 290,153 Allowance for credit losses ( 6,802 ) ( 7,714 ) Net investment in leases, net $ 257,249 $ 282,439 As of February 28, 2025, future lease payments on net investment in leases were as follows: Year Ending February 28/29, Amount 2026 $ 15,517 2027 25,260 2028 26,263 2029 25,994 2030 22,891 Thereafter 42,252 Total lease payments to be received 158,177 Present value of lease payments – lease receivable ( 121,202 ) Difference between undiscounted lease payments and lease receivable $ 36,975 F - 17 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Note 6. Concentration of Risk The classification of regions in the tables below is based on our customers’ principal place of business. The geographic concentration of our Net Book Value as of February 28, 2025 and February 29, 2024 was as follows: February 28/29, 2025 2024 Region Number of Aircraft Net Book Value % Number of Aircraft Net Book Value % Asia and Pacific 67 28 % 63 27 % Europe 99 30 % 90 30 % Middle East and Africa 11 5 % 9 5 % North America 58 26 % 46 23 % South America 29 11 % 32 14 % Off-lease 1 (1) — % 3 1 % Total 265 100 % 243 100 % _______________ (1) We currently have 1 narrow-body freighter aircraft that we are marketing for lease or sale. The following table sets forth net book value of flight equipment attributable to individual countries representing at least 10% of net book value of flight equipment based on each lessee’s principal place of business as of: February 28/29, 2025 2024 Region Net Book Value Net Book Value % Number of Lessees Net Book Value Net Book Value % Number of Lessees United States $ 1,223,496 16 % 7 $ 806,162 11 % 5 India 1,046,978 14 % 3 750,498 11 % 4 The geographic concentration of our lease rental revenue earned from flight equipment held for lease was as follows: Year Ended February 28/29, Region 2025 2024 2023 Asia and Pacific 29 % 29 % 33 % Europe 31 % 30 % 29 % Middle East and Africa 4 % 4 % 5 % North America 25 % 23 % 19 % South America 11 % 14 % 14 % Total 100 % 100 % 100 % F - 18 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) The following table shows the number of lessees with lease rental revenue of at least 5% of total lease rental revenue and their combined total percentage of lease rental revenue for the periods indicated: Year Ended February 28/29, 2025 2024 2023 Number of Lessees Combined % of Lease Rental Revenue Number of Lessees Combined % of Lease Rental Revenue Number of Lessees Combined % of Lease Rental Revenue Largest lessees by lease rental revenue 3 20 % 3 21 % 3 21 % For the year ended February 28, 2025, total revenue attributable to the United States, Spain and India was 15 %, 10 % and 10 %, respectively. Total revenue attributable to the United States and Spain included $ 37.8 million and $ 40.5 million, respectively, from gains on sale or disposition of flight equipment and maintenance revenue. For the year ended February 29, 2024, no single country comprised 10% or more of total revenue. For the year ended February 28, 2023, total revenue attributable to the United States and India was 15 % and 12 %, respectively, and was partially driven by maintenance and other revenue and gains on sale of aircraft. Note 7. Unconsolidated Equity Method Investment We have an equity method investment with Mizuho Leasing which has 8 aircraft with a net book value of $ 244.3 million at February 28, 2025. February 28/29, 2025 2024 Beginning balance $ 42,710 $ 40,505 Earnings of unconsolidated equity method investment, net of tax 3,103 2,205 Ending balance $ 45,813 $ 42,710 On October 29, 2024, we entered into a loan agreement to provide our equity method investee with a $ 4.5 million unsecured loan facility, which bears interest at a rate of Term SOFR (as defined in the credit agreement) plus 2 % and is payable on October 29, 2025. This transaction was approved by our management as an arm’s length transaction under our related party policy. On January 6, 2025, $ 3.5 million of the outstanding principle amount was repaid by our equity method investee. F - 19 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Note 8. Borrowings from Secured and Unsecured Debt Financings The outstanding amounts of our secured and unsecured term debt financings were as follows: At February 28, 2025 At February 29, 2024 Debt Obligation Outstanding Borrowings Number of Aircraft Interest Rate Final Stated Maturity Outstanding Borrowings Secured Debt Financings: Term Financings (1) $ 509,104 21 2.36 % to 6.67 % 11/21/29 to 06/27/32 $ 883,451 Less: Debt issuance costs ( 6,495 ) ( 8,054 ) Total secured debt financings, net of debt issuance costs and discounts 502,609 875,397 Unsecured Debt Financings: Senior Notes due 2024 (2) — 4.125 % 05/01/24 500,000 Senior Notes due 2025 650,000 5.25 % 08/11/25 650,000 Senior Notes due 2026 650,000 4.25 % 06/15/26 650,000 2.850% Senior Notes due 2028 750,000 2.85 % 01/26/28 750,000 6.500% Senior Notes due 2028 650,000 6.50 % 07/18/28 650,000 Senior Notes due 2029 650,000 5.95 % 02/15/29 650,000 Senior Notes due 2030 500,000 5.25 % 03/15/30 — Senior Notes due 2031 500,000 5.75 % 10/01/31 — Revolving Credit Facilities 150,000 5.67 % to 6.60 % 05/24/25 to 02/08/28 20,000 Less: Debt issuance costs and discounts ( 47,219 ) ( 46,901 ) Total unsecured debt financings, net of debt issuance costs and discounts 4,452,781 3,823,099 Total secured and unsecured debt financings, net of debt issuance costs and discounts $ 4,955,390 $ 4,698,496 _______________ (1) The borrowings under these financings at February 28, 2025 have a weighted-average fixed rate of interest of 5.85 %. (2) Repaid at their final stated maturity date. Secured Debt Financings: Term Financings On August 28, 2024, we repaid in full the $ 206.3 million outstanding principal amount of one of our term financings secured by 8 aircraft, and $ 1.9 million of accrued interest. The secured term financing had a final stated maturity date of September 13, 2024, and we recognized a gain on the early extinguishment of debt of $ 0.3 million. On December 27, 2024, we repaid in full the $ 60.6 million outstanding principal amount of one of our term financings secured by 7 aircraft, and $ 0.6 million of accrued interest, at its stated maturity date. On February 28, 2025, we repaid in full the $ 79.7 million outstanding principal amount of one of our term financings secured by 3 aircraft, and $ 0.6 million of accrued interest. The secured term financing had a final stated maturity date of March 6, 2025. Unsecured Debt Financings: 5.750 % Senior Notes due 2031 On July 18, 2024, the Company and Aircastle (Ireland) Designated Activity Company (“AIDAC”), a wholly-owned subsidiary of the Company, issued $ 500.0 million aggregate principal amount of 5.750 % Senior Notes due 2031 (the F - 20 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) “Senior Notes due 2031”) at an issue price of 99.64 %. The Senior Notes due 2031 will mature on October 1, 2031, and bear interest at a rate of 5.75 % per annum, payable semi-annually on April 1 and October 1 of each year, commencing on April 1, 2025. Interest accrues on the Senior Notes due 2031 from July 18, 2024. 5.250 % Senior Notes due 2030 On January 31, 2025, the Company and AIDAC issued $ 500.0 million aggregate principal amount of 5.250 % Senior Notes due 2030 (the “Senior Notes due 2030”) at an issue price of 99.171 %. The Senior Notes due 2030 will mature on March 15, 2030, and bear interest at a rate of 5.25 % per annum, payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. Interest accrues on the Senior Notes due 2030 from January 31, 2025. Revolving Credit Facilities As of February 28, 2025, we had $ 150.0 million in borrowings outstanding under our revolving credit facilities and had $ 2.0 billion available for borrowing. AIDAC Guarantees In connection with AIDAC co-issuing the Senior Notes due 2031 with the Company, AIDAC agreed to fully and unconditionally guarantee (the “AIDAC Guarantees”) the Company’s obligations under its: (i) revolving credit facilities; (ii) 5.250 % Senior Notes due 2025; (iii) 4.250 % Senior Notes due 2026; (iv) 2.850 % Senior Notes due 2028; (v) 6.500 % Senior Notes due 2028 and (vi) 5.950 % Senior Notes due 2029 (collectively, the “Existing Unsecured Debt”). As a result of the AIDAC Guarantees, the Senior Notes due 2030 and the Senior Notes due 2031 rank pari passu in right of payment with the Existing Unsecured Debt. Maturities of the secured and unsecured debt financings over the next five years and thereafter are as follows: Year Ending February 28/29, Amount 2026 $ 681,948 2027 703,818 2028 915,800 2029 1,337,850 2030 269,708 Thereafter 1,099,980 Total $ 5,009,104 As of February 28, 2025, we were in compliance with all applicable covenants in our financings. Note 9. Shareholders’ Equity Issuance of Common Shares On July 5, 2023, the Company entered into a Subscription Agreement with its Shareholders, pursuant to which the Company agreed to make a pro rata issuance of the Company’s common shares, $ 0.01 par value per share (the “Shares”), for an aggregate purchase price of up to $ 500.0 million. On July 18, 2023, 1,516 Shares in the aggregate were issued to the Shareholders for an aggregate purchase price of $ 200.0 million. On June 28, 2024, 2,276 Shares in the aggregate were issued to the Shareholders for an aggregate purchase price of $ 300.0 million, representing the second and final tranche of Shares to be issued under the Subscription Agreement. The number of Shares and the subscription price per share were determined and agreed to by the parties at the time of issuance. The Shares rank pari passu in all respects with other common shares of the Company. The Company has used, and intends to continue to use, the net proceeds from the issuance of Shares for general corporate purposes. F - 21 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Common Share Dividends On March 17, 2025, the Company paid a dividend to its Shareholders in the amount of $ 11.0 million, which was accrued as of February 28, 2025. The common share dividend was approved by the Company’s Board of Directors and the Shareholders. Preference Share Dividends On March 15, 2024, the Company paid a semi-annual dividend in the amount of $ 10.5 million for its preference shares, which was accrued as of February 29, 2024. On September 16, 2024, the Company paid a semi-annual dividend in the amount of $ 10.5 million for its preference shares, which was accrued as of August 31, 2024. On March 17, 2025, the Company paid a semi-annual dividend in the amount of $ 10.5 million for its preference shares, which was accrued as of February 28, 2025. All semi-annual dividends for our preference shares were approved by the Company’s Board of Directors . Note 10. Related Party Transactions We incurred fees from our Shareholders as part of intra-company service agreements totaling $ 8.7 million and $ 8.3 million during the years ended February 28, 2025 and February 29, 2024, respectively, whereby our Shareholders provide certain management and administrative services to the Company. These fees are recorded in selling, general and administrative costs in the consolidated statements of income. See Note 9 for additional information regarding our Subscription Agreement entered into with our Shareholders and Note 7 for our loan agreement entered into with our equity method investee during the year ended February 28, 2025. Note 11. Income Taxes Income taxes have been provided for based upon the tax laws and rates in countries in which our operations are conducted and income is earned. In December 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax Act (“CIT Act”) which imposes a 15% corporate income tax effective for tax years beginning on or after January 1, 2025. The Company will be subject to Bermuda corporate income tax with respect to its fiscal year beginning March 1, 2025 and in subsequent years. The provision for income taxes relates to income earned by certain subsidiaries of the Company which are located in, or earn income in, jurisdictions that currently impose income taxes, primarily the United States and Ireland. The sources of income from continuing operations before income taxes and earnings of unconsolidated equity method investment for the years ended February 28, 2025, February 29, 2024 and February 28, 2023, were as follows: Year Ended February 28/29, 2025 2024 2023 U.S. operations $ 27,253 $ 25,029 $ 21,172 Non-U.S. operations 115,205 79,347 64,865 Income from continuing operations before income taxes and earnings of unconsolidated equity method investment $ 142,458 $ 104,376 $ 86,037 F - 22 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) The components of the income tax provision for the years ended February 28, 2025, February 29, 2024 and February 28, 2023, consisted of the following: Year Ended February 28/29, 2025 2024 2023 Current: United States: Federal $ 2,069 $ 2,484 $ 5,671 State 771 2,249 1,667 Non-U.S. 1,558 ( 1,521 ) 4,438 Current income tax provision 4,398 3,212 11,776 Deferred: United States: Federal 3,536 5,415 ( 728 ) State 12 1,120 ( 341 ) Non-U.S. 14,002 13,518 14,759 Deferred income tax 17,550 20,053 13,690 Total $ 21,948 $ 23,265 $ 25,466 Significant components of the Company’s deferred tax assets and liabilities at February 28, 2025 and February 29, 2024, consisted of the following: Year Ended February 28/29, 2025 2024 Deferred tax assets: Net operating loss carry forwards $ 282,103 $ 239,306 Interest expense carry forwards 2,648 2,085 Other 21,369 23,426 Valuation allowance ( 45,641 ) ( 53,408 ) Total deferred tax assets 260,479 211,409 Deferred tax liabilities: Accelerated depreciation ( 370,989 ) ( 299,957 ) Other ( 8,124 ) ( 11,809 ) Total deferred tax liabilities ( 379,113 ) ( 311,766 ) Net deferred tax liabilities $ ( 118,634 ) $ ( 100,357 ) The Company had $ 283.1 million of federal net operating loss (“NOL”) carry forwards available at February 28, 2025 with no expiration date to offset future taxable income subject to U.S. graduated tax rates. The Company also had NOL carry forwards of $ 1.3 billion with no expiration date to offset future Irish taxable income. The CIT Act includes a provision which would allow the Company to carry forward losses incurred in Bermuda for the year ended February 28, 2021 and subsequent fiscal years. The Company has NOL carryforwards of $ 302.3 million with no expiration date to offset future Bermuda taxable income. A full valuation allowance of $ 302.3 million has been recognized against the Bermuda tax loss carry forwards based on all available information, including projections of future taxable income. Deferred tax assets and liabilities are included in other assets and accounts payable, accrued expenses and other liabilities, respectively. F - 23 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) We do not expect to incur income taxes on future distributions of undistributed earnings of non-U.S. subsidiaries and accordingly, no deferred income taxes have been provided for the distributions of such earnings. As of February 28, 2025, we have elected to permanently reinvest our accumulated undistributed U.S. earnings of $ 44.6 million. Accordingly, no U.S. withholding taxes have been provided. Withholding tax of $ 2.2 million would be due if such earnings were remitted. Our aircraft-owning subsidiaries generally earn income from sources outside the United States and typically are not subject to U.S. federal, state or local income taxes. The aircraft owning subsidiaries resident in Ireland and the U.S. are currently subject to tax in those respective jurisdictions. We have a U.S.-based subsidiary which provides management services to our subsidiaries and is subject to U.S. federal, state and local income taxes. We also have Ireland and Singapore based subsidiaries which provide management services to our non-U.S. subsidiaries and are subject to tax in those respective jurisdictions. Differences between statutory income tax rates and our effective income tax rates applied to pre-tax income from continuing operations for the years ended February 28, 2025, February 29, 2024 and February 28, 2023, consisted of the following: Year Ended February 28/29, 2025 2024 2023 Notional U.S. federal income tax expense at the statutory rate: $ 29,916 $ 21,919 $ 18,068 U.S. state and local income tax, net 1,086 1,098 928 Non-U.S. operations: Bermuda ( 11,233 ) ( 6,659 ) ( 12,039 ) Ireland 2,531 5,709 19,279 Singapore ( 10 ) ( 2 ) 27 Other low tax jurisdictions 54 64 152 Non-deductible expenses in the U.S. 37 29 19 Other ( 433 ) 1,107 ( 968 ) Provision for income taxes $ 21,948 $ 23,265 $ 25,466 The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. We did not have any unrecognized tax benefits. We conduct business globally and, as a result, the Company and its subsidiaries or branches are subject to foreign, U.S. federal and various state and local income taxes, as well as withholding taxes. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Ireland and the United States. Our policy is that we will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We did not accrue interest or penalties associated with any unrecognized tax benefits, nor was any interest expense or penalty recognized during the year. Ireland and Bermuda Tax Law Changes On December 18, 2023, Ireland enacted Finance (No. 2) Bill 2023 (the “Finance Bill”) which includes legislative changes for new tax measures and amendments to the Irish tax code, such as provisions to implement the Pillar Two GloBE rules, new outbound payment rules, and a dividend withholding tax, among other changes. The Finance Bill requires a 20% withholding tax be applied to certain payments, such as interest payments, from Irish companies to recipients in no-tax and zero-tax jurisdictions, effective April 1, 2024. The Finance Bill also requires a 25% withholding tax be applied to dividends and distributions, subject to certain exemptions, as well as introduces new interest deduction rules for a qualifying finance company. The Finance Bill did not have a significant impact on our consolidated financial statements for the year ended February 28, 2025. F - 24 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) On December 18, 2023, Bermuda enacted a 15% corporate income tax regime, the CIT Act, that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025. As a result of the Bermuda CIT, the Company’s exemption from Bermuda corporate income, withholding and capital gains taxes ceased on February 28, 2025. The Company has appropriately considered the impact of the Bermuda CIT and its impact on current and deferred income taxes. Note 12. Interest, Net The following table shows the components of interest, net. Year Ended February 28/29, 2025 2024 2023 Interest on borrowings and other liabilities $ 244,044 $ 228,539 $ 196,502 Amortization of deferred financing fees and debt discount 17,033 17,090 14,338 Interest expense 261,077 245,629 210,840 Less: Interest income ( 12,492 ) ( 13,710 ) ( 3,954 ) Less: Capitalized interest ( 662 ) ( 2,869 ) ( 2,280 ) Interest, net $ 247,923 $ 229,050 $ 204,606 Note 13. Commitments and Contingencies Rent expense, primarily for the corporate office and sales and marketing facilities, was $ 1.9 million, $ 2.3 million and $ 2.1 million for the years ended February 28, 2025, February 29, 2024 and February 28, 2023, respectively. As of February 28, 2025, Aircastle is obligated under non-cancelable operating leases relating principally to office facilities in the United States, Ireland and Singapore for future minimum lease payments as follows: Year Ending February 28/29, Amount 2026 $ 2,742 2027 2,680 2028 2,712 2029 1,918 2030 1,109 Thereafter 13,956 Total $ 25,117 At February 28, 2025, we had commitments to acquire 20 aircraft for $ 771.7 million. Commitments under signed purchase agreements, including $ 34.4 million of remaining progress payments, contractual price escalations and other adjustments for these aircraft at February 28, 2025, net of amounts already paid, were as follows: Year Ending February 28/29, Amount 2026 $ 524,734 2027 83,951 2028 162,991 2029 — 2030 — Thereafter — Total $ 771,676 F - 25 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Note 14. Other Assets Other assets consisted of the following as of February 28, 2025 and February 29, 2024: February 28/29, 2025 2024 Deferred income tax asset $ 78 $ 48 Lease incentives and premiums, net of accumulated amortization of $ 73,915 and $ 90,408 , respectively 43,285 37,459 Flight equipment held for sale 56,983 19,190 Aircraft purchase deposits and Embraer E-2 progress payments 30,166 42,784 Right-of-use asset (1) 14,655 16,053 Deferred rent receivable, net (2) 20,086 15,825 Investments, at fair value (3) 9,912 10,160 Other investments, net (2)(3) 4,916 5,079 Other assets 93,440 125,209 Total other assets $ 273,521 $ 271,807 ______________ (1) Net of lease incentives and tenant allowances. (2) Net of an allowance for credit losses as of February 28, 2025 and February 29, 2024 – see Note 15. (3) See Note 2. Note 15. Allowance for Credit Losses The activity in the allowance for credit losses related to our net investment in leases, other investments, and deferred rent receivables for the years ended February 28, 2025 and February 29, 2024, were as follows: Net Investment in Leases, net Other Investments, net Deferred Rent Receivables, net Total Balance at February 28, 2023 $ 1,267 $ — $ — $ 1,267 Provision for credit losses 6,726 3,209 2,146 12,081 Write-offs ( 279 ) — — ( 279 ) Balance at February 29, 2024 7,714 3,209 2,146 13,069 Provision for credit losses ( 300 ) 890 8,125 8,715 Write-offs ( 612 ) — — ( 612 ) Balance at February 28, 2025 $ 6,802 $ 4,099 $ 10,271 $ 21,172 During the year ended February 28, 2025, we recognized an additional provision for credit losses in respect of debt securities and certain receivables that were restructured as part of an airline restructuring. F - 26 Aircastle Limited and Subsidiaries Notes to Consolidated Financial Statements (Dollars in thousands, except per share amounts) Note 16. Accounts Payable, Accrued Expenses and Other Liabilities Accounts payable, accrued expenses and other liabilities consisted of the following as of February 28, 2025 and February 29, 2024: February 28/29, 2025 2024 Accounts payable and accrued expenses $ 51,889 $ 57,685 Dividends payable 21,500 10,500 Deferred income tax liability 118,712 100,405 Accrued interest payable 37,607 27,507 Lease liability 17,480 19,193 Lease discounts, net of accumulated amortization of $ 21,707 and $ 43,519 , respectively 47,944 4,298 Total accounts payable, accrued expenses and other liabilities $ 295,132 $ 219,588 F - 27 SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Aircastle Limited has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 23, 2025 Aircastle Limited By: /s/ Michael Inglese Michael Inglese Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Aircastle Limited and in the capacities and on the date indicated. SIGNATURE TITLE DATE /s/ Michael Inglese Chief Executive Officer and Director April 23, 2025 Michael Inglese /s/ Roy Chandran Chief Financial Officer April 23, 2025 Roy Chandran /s/ Dane Silverman Chief Accounting Officer April 23, 2025 Dane Silverman /s/ Takayuki Sakakida Chairman of the Board April 23, 2025 Takayuki Sakakida /s/ Douglas A. Hacker Director April 23, 2025 Douglas A. Hacker /s/ Naoshi Hirose Director April 23, 2025 Naoshi Hirose /s/ Keiji Okuno Director April 23, 2025 Keiji Okuno /s/ Charles W. Pollard Director April 23, 2025 Charles W. Pollard /s/ Takashi Tsunoda Director April 23, 2025 Takashi Tsunoda S - 1