What changed in this filing

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Item 1A. Risk Factors

2026-04-21 compared with 2025-04-23 · 158 added, 150 removed, 396 unchanged (44% of the section changed)

11 unchanged sentences

• Climate-related regulations and preferences for more fuel-efficient aircraft could reduce demand for older aircraft types.

• The concentration of our portfolio around a specific aircraft or engine type could have a material adverse affect on our business should the aircraft or engine type encounter disruptions, manufacturing and quality control issues, or other difficulties.

• The concentration of our portfolio around a specific aircraft or engine type could have a material adverse effect on our business should the aircraft or engine type encounter disruptions, manufacturing and quality control issues, or other difficulties.

• We operate in a highly competitive aircraft leasing market with low barriers to entry, which may make it difficult for us to take advantage of investment opportunities or make investments that are consistent with our investment objectives.

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• passenger and air cargo demand, fare levels and air cargo rates;

• operating costs, including the price and availability of jet fuel, labor costs and insurance costs and coverages;

• operating costs, including the price and availability of jet fuel, labor costs and the cost, availability, and scope of insurance coverages;

• manufacturer production levels and reliability of new aircraft and engine types resulting from production quality issues and technical or other difficulties;

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• economic conditions, including economic downturns or recession, financial system distress and currency fluctuations;

• aircraft accidents;

• the continuing availability of government support through subsidies, loans, guarantees, equity investments;

• aircraft accidents or other safety-related events;

• the availability of government support through subsidies, loans, guarantees, equity investments;

• changing political conditions, including risk of protectionism, travel restrictions, or trade barriers;

• geopolitical events, including war, terrorism, epidemic or pandemic diseases and natural disasters;

• impact of climate change and emissions on demand and supply of air travel;

• the impact of climate change and related compliance costs on demand and supply of air travel;

• cyber risk, including information hacking, viruses, ransomware and malware;

• governmental regulation of, including noise regulations, emissions regulations, climate change initiatives, and aircraft age limitations.

• governmental regulation of airlines, including noise regulations, emissions regulations, climate change initiatives, and aircraft age limitations.

These factors, and others, may lead to defaults by our customers, may delay or prevent aircraft deliveries or transitions, may result in payment or other lease term restructurings, may increase our costs from repossessions or may reduce our revenues due to downtime or lower re-lease rates.

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In addition, the implementation of strict currency controls by local governments may make it difficult for our lessees to access U.S.

Currency depreciation and currency controls could impact the ability of customers to meet their contractual obligations in a timely manner.

Currency depreciation and currency controls could impact the ability of our customers to meet their contractual obligations in a timely manner.

Shifts in foreign exchange rates can be significant, are difficult to predict, and can occur quickly.

Increases in fuel prices could negatively impact the profitability of our lessees.

Fuel costs represent a major expense to airlines and fluctuate widely.

Airlines may not be able to successfully manage their exposure to fuel prices and significant changes could materially affect their operating results.

Airlines may not be able to pass on increases in fuel prices to their customers by increasing fares.

High fuel prices may also have a general impact on consumer spending and adversely impact demand for air transportation.

Fuel costs represent a major expense to airlines and are subject to significant volatility.

Airlines may not be able to successfully manage their exposure to fuel prices through hedging or other risk management strategies, and significant increases could materially affect their operating results.

Airlines may not be able to pass on increases in fuel prices to their customers through higher fares, particularly in competitive markets or during periods of weakened demand.

Fuel price volatility may be exacerbated by geopolitical events, including armed conflicts, political instability or disruptions to global energy supply, which can result in sudden and sustained increases in fuel costs.

High fuel prices may also have a general impact on consumer spending and reduce demand for air transportation.

Lessee defaults could materially adversely affect our business, financial condition and results of operations.

Investors should expect some lessees to experience payment difficulties, particularly in difficult economic or operating environments.

As a result of their financial condition and lack of liquidity, lessees may be significantly in arrears in their rental or maintenance payments.

Liquidity issues are more likely to lead to airline failures in the periods of large air traffic declines, financial system distress, volatile fuel prices, and economic slowdown.

Investors should expect some lessees to experience payment difficulties, particularly in difficult economic, financial or operating environments.

As a result of their financial condition and constraints on liquidity, lessees may be significantly in arrears in their rental or maintenance payments.

Liquidity issues are more likely to lead to airline failures during periods of significant declines in air traffic, financial system distress, volatile fuel prices and broader economic slowdowns.

Given the size of our aircraft portfolio, we expect that from time to time some lessees will be slow or will fail to make their payments in full under their leases.

We may not correctly assess the credit risk of a lessee or that risk could change over time.

We may not be able to charge risk-adjusted lease rates, and lessees may not be able to continue to perform their financial and other obligations under our leases in the future.

We may experience some level of delinquency under our leases and default levels may increase over time.

We may not correctly assess the credit risk of a lessee at the time of lease origination, or that risk could change over time.

We may not be able to charge or maintain risk-adjusted lease rates, and lessees may not be able to continue to perform their financial and other obligations under our leases in the future.

We may experience some level of delinquency under our leases, and levels of delinquencies and defaults may increase over time.

A lessee may experience periodic difficulties that are not financial in nature, which could impair its performance of maintenance obligations under the leases.

These difficulties may include the failure to perform required aircraft maintenance and labor-management disagreements or disputes.

These difficulties may include failure to perform required aircraft maintenance and labor-management disagreements or disputes.

In the event that a lessee defaults under a lease, any security deposit paid or letter of credit provided by the lessee may not be sufficient to cover the lessee’s outstanding or unpaid lease obligations and required maintenance and transition expenses.

Significant costs resulting from lease defaults could have a material adverse effect on our business.

While we have the right to repossess the aircraft and to exercise other remedies upon a lessee default, repossession of an aircraft could lead to significant costs for us.

Those costs include legal and other expenses of court or other governmental proceedings, particularly if the lessee is contesting the proceedings, and costs to obtain possession, deregistration of the aircraft and flight and export permissions.

Delays resulting from these proceedings would increase the period of time during which the aircraft is not generating revenue.

We may incur maintenance, refurbishment or repair costs that a defaulting lessee has failed to undertake or pay and that are necessary to put the aircraft in suitable condition for re-lease or sale.

While we have the right to repossess aircraft and to exercise other remedies upon a lessee default, repossession of an aircraft may involve significant time and cost.

Such costs may include legal and other expenses of court or other governmental proceedings, particularly if the lessee is contesting the proceedings, and costs to obtain possession, deregistration of the aircraft and flight and export permissions.

Delays resulting from these proceedings would increase the period during which the aircraft is not generating revenue.

We may also incur maintenance, refurbishment or repair costs that a defaulting lessee has failed to undertake or pay and that are necessary to put the aircraft in suitable condition for re-lease or sale.

We may be required to pay off liens, claims, taxes and other governmental charges to obtain clear possession and to remarket the aircraft for re-lease or sale.

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We may suffer other adverse consequences due to a lessee default and the repossession of the aircraft.

Our rights upon a lessee default vary significantly depending upon the jurisdiction and may include the need to obtain a court order for repossession of the aircraft and consents for deregistration or re-export of the aircraft.

Our rights upon a lessee default vary significantly by jurisdiction and may include the need to obtain a court order for repossession

of the aircraft and consents for deregistration or re-export of the aircraft.

When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional limitations may apply.

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If our lessees encounter financial difficulties and we decide to restructure our leases with those lessees, this could result in less favorable leases and significant reductions in our cash flow.

When a lessee is late in making payments or fails to make payments in full, we may elect to or be required to restructure the lease.

When a lessee is late in making payments or fails to make payments in full, we may elect to or may be required to restructure the lease.

Restructuring may involve anything from a simple rescheduling of payments to the termination of a lease without receiving all the past due amounts.

If requests for payment restructuring or rescheduling are granted, reduced or deferred rental payments may be payable over all or some part of the remaining term of the lease, and the terms of any revised payment schedules may be unfavorable or such payments may not be made.

If requests for payment restructuring or rescheduling are granted, rental payments may be reduced, deferred or otherwise modified over all or some part of the remaining term of the lease, and the terms of payment may be less favorable or such payments may not be made.

We may be unable to agree upon acceptable terms for any requested restructurings and as a result may be forced to exercise our remedies under those leases and we may be unable to repossess our aircraft on a timely basis.

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Airline reorganizations could have an adverse effect on our financial results.

As a result of economic conditions, airlines may be forced to reorganize.

Bankruptcies and reduced demand may lead to the grounding of significant numbers of aircraft and negotiated reductions in aircraft lease rental rates, with the effect of depressing aircraft market values.

As a result of adverse economic conditions, airlines may be forced to reorganize.

Bankruptcies and reduced demand may lead to the grounding of significant numbers of aircraft and negotiated reductions or deferrals of aircraft lease rental rates, with the effect of depressing aircraft market values.

Additional grounded aircraft and lower market values would adversely affect our ability to sell certain of our aircraft on favorable terms, or at all, or re-lease other aircraft at favorable rates comparable to the then current market conditions, which collectively would have an adverse effect on our financial results.

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If our lessees fail to appropriately discharge aircraft liens, we might find it necessary to pay such claims.

In the normal course of business, liens that secure the payment of airport fees and taxes, custom duties, air navigation charges (including charges imposed by Eurocontrol), landing charges, crew wages, repairer’s charges, salvage or other liens, are likely, depending on the jurisdiction, to attach to the aircraft.

In the normal course of business, liens that secure the payment of airport fees and taxes, custom duties, air navigation charges (including charges imposed by Eurocontrol), landing charges, crew wages, repairer’s charges, salvage or other liens, may, depending on the jurisdiction, attach to the aircraft.

These liens may secure substantial sums that may, in certain jurisdictions or for certain types of liens (particularly “fleet liens”), exceed the value of the relevant aircraft.

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Through our lessees and the countries in which they operate, we are exposed to the specific conditions and associated risks of those particular jurisdictions.

An adverse economic or political event in any region or country in which our lessees or our aircraft are concentrated could affect the ability of our lessees to meet their obligations to us or expose us to various legal or political risks associated with the affected jurisdictions, which could have a material adverse effect on our financial results.

An adverse economic, political, or regulatory event or a deterioration in operating conditions in any region or country in which our lessees or our aircraft are concentrated could affect the ability of our lessees to meet their obligations to us or expose us to heightened legal or political risks associated with the affected jurisdictions, which could have a material adverse effect on our financial results.

Many of our lessees operate in emerging markets and we are indirectly subject to the economic and political risks associated with such markets.

Emerging markets may be more vulnerable to economic and political problems, such as significant fluctuations in gross domestic product, interest and currency exchange rates, government instability, nationalization and expropriation of private assets, unfavorable legal systems, change in law regarding recognition of contracts or ownership rights, changes in governments or government policy and the imposition of taxes, tariffs or other charges by governments.

The occurrence of these events may adversely affect our ownership interest in an aircraft or the ability of our lessees to meet their lease obligations.

Emerging markets may be more vulnerable to economic and political problems, such as significant fluctuations in gross domestic product, interest and currency exchange rates, government instability, nationalization and expropriation of private assets, less predictable or less developed legal and judicial systems, change in law regarding recognition of contracts or ownership rights, changes in governments or government policy and the imposition of taxes, tariffs or other charges by governments.

The occurrence of these events may adversely affect our ownership interests in aircraft, our ability to enforce our contractual rights, or the ability of our lessees to meet their lease obligations.

For the year ended February 28, 2026, 50 of our lessees, which operated 130 aircraft and generated 51% of our lease rental revenue, are domiciled or habitually based in emerging markets.

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• airport and air traffic control infrastructure constraints.

These and other factors may produce movements in aircraft values and lease rates, which would impact our cost of acquiring aircraft, or which may result in lease defaults or prevent aircraft from being re-leased or sold on favorable terms.

These and other factors may produce movements in aircraft values and lease rates, which could adversely affect the economics of aircraft acquisitions, result in lease defaults, or delay or prevent aircraft from being re-leased or sold on favorable terms.

Other factors that could cause a decline in aircraft value and lease rates.

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• compatibility of our aircraft configurations or specifications with those desired by operators and financiers.

Any decrease in the values of and lease rates for commercial aircraft which may result from the above factors or other unanticipated factors may have a material adverse effect on our financial results.

Any decrease in the values of, or lease rates for, commercial aircraft which may result from the above factors or other unanticipated factors may have a material adverse effect on our financial results.

Climate change may have a long-term impact on our business.

There are inherent climate-related risks wherever our business is conducted.

Changes in market dynamics, stakeholder and financier expectations, and local, national and international climate change policies, all have the potential to disrupt our business and operations.

Changes in market dynamics, stakeholder and financier expectations, and local, national and international climate change policies and regulatory frameworks all have the potential to disrupt our business and operations.

Various countries, including the United States and countries in the European Union (“E.U.”), have announced sustainability initiatives that, among other things, aim to reduce carbon emissions, explore sustainable aviation fuels and establish sustainability measures and targets.

Developing climate and environmental regulations may impact the types of aircraft we target for investment and the demand for certain aircraft and engine types, and could result in a significant increase in our costs and expenses and adversely affect future revenue, cash flows and financial performance.

Failure to address climate change could result in greater exposure to economic and other risks and impact our ability to adhere to developing climate goals.

Developing climate and environmental regulations may impact the types of aircraft we target for investment and the demand for certain aircraft and engine types, and could result in a significant increase in our costs and expenses, including compliance, reporting, operational and capital costs, and adversely affect future revenue, cash flows and financial performance.

Failure to address climate change or to adapt our business strategy to evolving climate-related expectations could result in greater exposure to economic and other risks and impact our ability to meet developing climate goals.

The introduction of new technology aircraft types and higher production levels could cause our existing aircraft portfolio to become outdated and therefore less desirable.

New aircraft types that are introduced to the market, and higher production levels of new technology aircraft types that have already been launched, may cause certain aircraft in our existing aircraft portfolio to become less desirable to potential lessees or purchasers.

The Boeing 737 MAX and 787 and the Airbus A220, A320neo family, A330neo and A350 are all currently in production.

New aircraft types or variants, and higher production levels of new technology aircraft types that have already been launched, may cause certain aircraft in our existing aircraft portfolio to become less desirable to potential lessees or purchasers.

New technology aircraft may shorten the economic lives of certain aircraft in our portfolio or limit demand for those aircraft.

Certain new technology aircraft programs, including the Boeing 737 MAX and 787 and the Airbus A220, A320neo family, A330neo and A350, are currently in production.

The Boeing 777X is expected to enter service in 2027.

The Commercial Aircraft Corporation of China Ltd.

has developed aircraft models that will compete with the Airbus A320 family aircraft, the Boeing 737 and the Embraer E-Jet.

These new technology aircraft types, and potential variants of these types, may reduce the desirability of, and have an adverse effect on residual value and future lease rates of, older aircraft types and

In addition, the Commercial Aircraft Corporation of China Ltd.

has developed aircraft models intended to compete with certain narrow-body aircraft manufactured by Airbus and Boeing, as well as regional jet aircraft manufactured by Embraer.

These new technology aircraft types, and potential variants of these types, may reduce the desirability of, and have an adverse effect on the residual values and future lease rates of, older aircraft types and variants.

The development of more fuel-efficient engines could make aircraft in our portfolio with less fuel-efficient engines less attractive to potential lessees.

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has included the aviation sector in its emissions trading scheme (“ETS”), a cap-and-trade system that sets a limit on the amount of carbon dioxide that can be emitted by all industries, including aviation.

Although the ETS was initially implemented granting free emissions allowances based on an airline’s emissions history, a 2023 proposal was adopted by the European Parliament and the European Council, which modifies the ETS system such that ETS free emissions allowances will phase out for the aviation sector by 2026.

that ETS free emissions allowances will phase out for the aviation sector by 2026.

Although the ETS is likely to increase costs for airlines operating in Europe, it remains to be seen what effect, if any, this will have on our business.

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Many governments, including the E.U., the United Kingdom, Brazil and Japan, have mandated aviation operators employ benchmarked percentages of SAF “drop in” blend on future commercial flights.

A significant increase in SAF production will be required to make these benchmarks attainable, and at present, the cost of SAF is almost three times the cost of fossil jet fuel.

A significant increase in SAF production will be required to make these benchmarks attainable, and at present, the cost of SAF is approximately two to three times the cost of fossil jet fuel.

Meeting mandated SAF blends could pose a significant operating cost to our customers.

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Corporate responsibility, specifically related to ESG matters, could expose us to additional risks and costs.

In recent years, there has been an increased expectation for industries to balance commercial interests with conscientious ESG performance focused on accountability to stakeholders.

In recognition of this trend, organizations are sometimes reviewed by rating agencies using varying sustainability evaluation criteria.

In some cases, these reviews result in ESG-specific ratings.

Institutions who invest in our unsecured notes or with whom we have secured lending facilities may be required to consider the ESG risk of their lending portfolios and in some cases, this might require them to limit exposure to certain industry segments.

In recent years, there has been an increased expectation for companies across many industries to balance commercial interests with responsible ESG practices focused on accountability to stakeholders.

In recognition of this trend, organizations are sometimes evaluated by rating agencies using differing and evolving sustainability evaluation criteria, which, in some cases, results in ESG-specific ratings or scores.

Certain institutional investors and lenders, including those that invest in our unsecured notes or provide secured lending facilities, may be required or may choose to consider ESG-related risks in allocating capital.

As a result, they may limit exposure to certain industries or companies based on ESG considerations.

Our ability to obtain financing at strategic rates could be impacted by these perceptions and ratings or by any developing key performance indicators which the Company and financiers may develop over time.

More recently, there has been a growing anti-ESG sentiment in the United States, which may conflict with international/E.U.

regulatory requirements, resulting in regulatory uncertainty.

Our efforts to implement ESG initiatives and the speed of their adoption may be impacted by broader changes in ESG sentiment, policy shifts and divergence of

regulations, policies and practices with respect to these matters.

More recently, there has been increased divergence in ESG-related regulation, policy and sentiment across jurisdictions, including differing approaches in the United States and in certain international markets, which may result in regulatory or compliance uncertainty.

Our efforts to implement ESG-related initiatives, and the timing and manner of their adoption, may be impacted by broader changes in ESG sentiment (including those in opposition to ESG principles), policy shifts and divergence of regulations, policies and practices with respect to these matters.

If we are unable to meet ESG-related standards or expectations, whether established by us or third parties, it could result in adverse publicity, reputational harm, and/or loss of investment, which could adversely affect our business, results of operations, financial condition, and liquidity.

The older age of some of our aircraft may expose us to higher maintenance-related expenses.

In general, the costs of operating an aircraft, including maintenance expenditures, increase with the age of the aircraft.

Additionally, older aircraft typically are less fuel-efficient than newer aircraft and may be more difficult to re-lease or sell, particularly if, due to increasing production rates by aircraft manufacturers or airline insolvencies, older aircraft are competing with an excess of newer aircraft in the lease or sale market.

Expenses like fuel, carbon charges, aging aircraft inspections, maintenance or modification programs and related airworthiness directives could make the operation of older aircraft less economically viable and may result in increased lessee defaults.

In general, the costs of operating an aircraft, including maintenance expenditures, tend to increase as an aircraft ages.

Additionally, older aircraft typically are less fuel-efficient than newer aircraft and may be more difficult to re-lease or sell, particularly if, due to increasing production rates by aircraft manufacturers or airline insolvencies, older aircraft are competing with a greater supply of newer aircraft in the lease or sale market.

Expenses like fuel, carbon-related charges, aging aircraft inspections, maintenance or modification programs and related airworthiness directives may reduce the economic viability of operating older aircraft and may result in increased lessee defaults.

We may also incur some of these increased maintenance expenses and regulatory costs upon acquisition or re-leasing of our aircraft.

Re-leasing larger wide-body aircraft may result in higher reinvestment and maintenance expenditures than re-leasing narrow-body aircraft.

addition, the re-leasing of larger wide-body aircraft may result in higher reinvestment and maintenance expenditures than re-leasing narrow-body aircraft.

The concentration of aircraft or engine types in our portfolio could lead to adverse effects on our business should any difficulties specific to a particular type of aircraft or engine occur.

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Should any aircraft or engine types or any manufacturers encounter disruptions, including supply chain issues, manufacturing and quality control issues, financial instability or other difficulties, it would cause a decrease in the value of these assets, an inability to lease them on favorable terms or at all, or a potential grounding of these aircraft or engines, which may adversely impact our financial results, to the extent the affected type comprises a significant percentage of our portfolio.

There has been an ongoing impact from Pratt & Whitney geared turbofan engines, with more than 600 PW1100G powered Airbus A320 family aircraft parked.

While this may represent the peak, the issue is likely to persist beyond 2025.

These delays in Airbus and Boeing aircraft deliveries may also adversely affect our business, results of operations, financial condition, and liquidity.

Certain engine‑specific issues have adversely affected parts of the commercial aviation industry in recent years.

For example, there has been an ongoing impact related to Pratt & Whitney geared turbofan engines, which has resulted in the temporary grounding of a significant number of Airbus A320 family aircraft worldwide.

While these issues may moderate over time, they are expected to persist into the latter part of the decade, and could continue to result in reduced aircraft utilization, higher maintenance costs or extended downtime.

In addition, delays in aircraft or engine deliveries from manufacturers, including Airbus and Boeing, could also adversely affect our business, results of operations, financial condition, and liquidity.

Elevated levels of engine groundings may place additional pressure on maintenance facilities and engine repair shops.

As a result, there may be insufficient capacity at maintenance, repair and overhaul facilities to perform required inspections, repairs or overhauls on a timely basis, which could further extend engine downtime and adversely affect aircraft utilization and lease revenues.

We operate in a highly competitive market for investment opportunities and for the leasing and sale of aircraft .

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Some competitors may have a lower cost of funds and access to funding sources that are not available to us.

In addition, some of our competitors may have higher risk tolerances, lower investment return expectations or different risk or residual value assessments, which could allow them to consider a wider variety of investments, establish more relationships, bid more aggressively on aviation assets available for sale and offer lower lease rates or sales prices than we can.

Some of our competitors may provide financial services, maintenance services or other inducements to potential lessees or buyers that we cannot provide.

In addition, some of our competitors may have higher risk tolerances, lower investment return requirements or different assessments of credit, residual value or market risk, which could allow them to consider a wider variety of investments, establish more relationships, bid more aggressively on aviation assets available for sale and offer lower lease rates or sales prices than we can.

Some of our competitors may provide financial services, maintenance services or other inducements to potential lessees or buyers that we are unable or unwilling to provide.

As a result of competitive pressures, we may not be able to take advantage of attractive investment opportunities, and we may not be able to identify and make investments that are consistent with our investment objectives.

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We may not be able to compete effectively against present and future competitors in the aircraft acquisition, leasing or sales market.

Periods of prolonged aircraft delivery delays may cause some aircraft lessors to adjust their investment strategies, including increasing their focus on secondary market acquisitions.

To the extent such shifts occur, competition in the secondary market may intensify, which could adversely affect acquisition pricing, asset availability or our ability to execute our growth strategy.

Risks Related to Our Leases

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Our leases may require the lessee to make periodic payments to us during the lease term to provide reserves for major maintenance events.

In these leases there is an associated liability for us to reimburse the lessee after such maintenance is performed.

Other leases do not provide for any periodic maintenance reserve payments to be made to us.

Typically, these lessees are required to make payments at the end of the lease term.

However, in the event such lessees default, the value of the aircraft could be negatively affected by the maintenance condition and we may be required to fund the entire cost of performing major maintenance on the relevant aircraft without having received compensating maintenance payments from these lessees.

In such cases, we generally have an obligation to reimburse the lessee for qualifying maintenance once performed.

Other leases do not provide for any periodic maintenance reserve payments and, instead, typically require the lessee to make payments at the end of the lease term.

However, if such lessees default, the value of the aircraft could be negatively affected by the maintenance condition and we may be required to fund the entire cost of performing major maintenance on the relevant aircraft without having received compensating maintenance payments from these lessees.

Even if we receive maintenance payments, these payments may not cover the entire expense of the scheduled maintenance they are intended to fund.

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Failure to obtain certain required licenses and approvals could negatively affect our ability to re-lease or sell aircraft.

A number of our lessees must obtain licenses, consents or approvals in order to import or operate the aircraft or comply with the leases.

These include consents from governmental or regulatory authorities for certain payments under the leases and for the import, export or deregistration of the aircraft.

A number of our lessees must obtain licenses, consents or approvals from governmental or regulatory authorities in order to import or operate the aircraft or comply with the terms of their leases.

These may include consents required for certain payments under the leases and for the import, export or deregistration of the aircraft.

Subsequent changes in applicable law or administrative practice may increase such requirements and a governmental consent, once given, might be withdrawn.

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Our business relies on the global movement of aircraft across international borders, and our airline customers operate in a highly interconnected global marketplace.

The unpredictable nature of tariffs and trade policies and the potential for rapid escalation of tensions creates ongoing uncertainty that may impact our operations.

Increasing protectionist sentiments in key markets worldwide, including the U.S., the E.U.

More recently, certain governments have introduced new tariffs or expanded existing trade and protectionist measures, and such measures continue to evolve, creating ongoing uncertainty that may affect our operations.

Protectionist policies in key markets worldwide, including the United States, the E.U.

and China, may impact where we can source aircraft acquisitions, place and deliver aircraft, and sell or dispose of aircraft and other flight equipment.

The implementation of new, or expansion of existing, tariffs and other trade barriers may negatively impact our financial performance and operations, including, but not limited to:

• tariffs on aircraft and related components may increase aircraft acquisition costs or maintenance expenses to us, where such expenses are borne by us, and our lessees;

• retaliatory trade measures may disrupt global supply chains for aircraft and engine manufacturers, potentially delaying aircraft deliveries;

• increased scrutiny of leasing arrangements in certain jurisdictions could complicate or prevent transactions or limit our ability to place aircraft with certain lessees;

• trade restrictions may limit our lessees' ability to operate profitably on certain routes, potentially affecting their financial stability and ability to meet lease payment obligations;

• escalation of tensions due to tariffs or trade disputes may result in broader geopolitical conflicts affecting regions where we have significant assets deployed.

Given the current volatility and complexity of trade policies, it is difficult to predict exactly how, and to what extent, such policies may impact our business, our lessees and aircraft and engine manufacturers.

However, unfavorable government trade restrictions, including tariffs and regulatory controls on imports and exports, may adversely affect our business, financial condition, and results of operations.

The implementation and enforceability of trade restrictions, or the expansion, modification or re-imposition of existing tariffs and other trade barriers may negatively impact our business and financial performance, including, but not limited to:

• tariffs on aircraft, engines and related components, which may increase aircraft acquisition costs, maintenance, expenses or operating costs borne by us or our lessees;

• retaliatory or reciprocal trade measures may disrupt global supply chains for aircraft and engine manufacturers, potentially resulting in delivery delays, reduced production rates or increased costs;

• restrictions, approvals or other regulatory requirements affecting cross-border leasing, financing, ownership or transfer of aircraft, which could complicate, delay or prevent transactions or limit our ability to place aircraft with certain lessees;

• trade restrictions or route-specific limitations may impair our lessees' ability to operate profitably in certain markets, potentially affecting their financial condition and ability to meet lease payment obligations;

• broader geopolitical or economic instability arising from prolonged trade disputes, which may affect regions where we have significant assets deployed or reduce demand for air travel in certain markets.

Given the ongoing and dynamic nature of global trade policies and related uncertainties, it is difficult to predict the scope, timing, duration, enforceability or impact of tariffs, trade restrictions or related government actions, or their cumulative effect on us, our lessees or aircraft and engine manufacturers.

Unfavorable trade policies, including tariffs, export and import restrictions, sanctions or other regulatory controls and uncertainties regarding the ability to obtain refunds for previously paid tariffs that have been invalidated, may adversely affect our business, financial condition, and results of operations.

Events outside of our control, including economic downturns, the threat or realization of epidemic or pandemic diseases, terrorist attacks, war or armed hostilities between countries or non-state actors, and natural disasters may adversely affect the demand for air travel, the financial condition of our lessees and of the aviation industry more broadly, and may ultimately impact our business.

Air travel can be disrupted, sometimes severely, by the occurrence of unexpected events outside of our and our lessees’ control.

The occurrence of any such event, or multiple such events, could cause our lessees to experience decreased passenger demand, to incur higher costs and to generate lower revenues, which could adversely affect their ability to make lease payments to us.

This in turn may lead to lease restructurings and repossessions and could result in reductions to our lease revenues and cash flows, and cause us to record impairment charges to the extent we cannot recover our investment in our aircraft assets.

Passenger demand for air travel has been most recently impacted by the COVID-19 pandemic and, in the past, by other epidemic diseases such as severe acute respiratory syndrome, bird flu, swine flu, the Zika virus, and Ebola.

These events have resulted, and similar events in the future may result, in a prolonged period of depressed air traffic levels, which may lead to weaker demand for certain aircraft types as well as airline customer defaults, bankruptcies or reorganizations.

At the onset of the COVID-19 pandemic in early 2020, air travel dropped to approximately 20% of pre-pandemic levels, according to IATA, and did not return to historical levels until 2023.

To the extent our lessees do not have substantial liquidity to sustain such periods, and if our customers are unable to obtain sufficient funds from private, government or other sources, we may need to provide lease concessions to customers in the form of deferrals or broader lease restructurings.

These types of concessions in the future may negatively impact our business, financial condition, cash flows and results of operations.

Future epidemic diseases and other diseases, or the fear of such events could provoke responses that negatively affect passenger air travel.

The airline industry has also been disrupted by terrorist attacks, war or armed hostilities between countries or non-state actors, including the fear of such events.

These events may lead to decreased passenger demand and revenue due to safety concerns, the inconvenience of additional security measures, the higher price of jet fuel, increased financing costs, and difficulty in raising funds on favorable terms, or at all.

In addition, these events may lead to higher costs of aircraft insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, and affect the extent to which such insurance has been or will continue to be available.

Such events may include disruptions to government operations, including partial or full shutdowns of government services, which could result in reduced staffing or operational constraints at airports or aviation-related

agencies, such as the Transportation Security Administration, leading to longer security wait times, flight delays or reduced passenger demand.

The occurrence of any such event, or multiple such events, could cause our lessees to experience decreased passenger demand, higher operating and financing costs and lower revenues, which could adversely affect their ability to make lease payments to us.

These conditions may lead to lease restructurings, defaults or repossessions, reduce our lease revenues and cash flows, and could require us to record impairment charges to the extent we cannot recover our investment in affected aircraft assets.

Passenger demand for air travel has been materially affected by epidemic and pandemic diseases.

Most recently, the COVID-19 pandemic resulted in a significant decline in global air travel levels, and prior epidemics and health events, including severe acute respiratory syndrome, bird flu, swine flu, the Zika virus, and Ebola, have also negatively affected air travel.

Such events have resulted, and similar events in the future may result, in prolonged periods of depressed air traffic, which may lead to weaker demand for certain aircraft types as well as airline customer defaults, bankruptcies or reorganizations.

To the extent our lessees lack sufficient liquidity to withstand such periods, and are unable to obtain funding from private, government or other sources, we may be required to provide lease concessions, including deferrals or broader lease restructurings, which may negatively impact our business, financial condition, cash flows and results of operations.

Future epidemic or pandemic diseases, or the fear of such events, could similarly provoke responses that negatively affect passenger air travel.

The airline industry has also been disrupted by terrorist attacks and by war or armed hostilities between countries or non-state actors, as well as the threat or fear of such events.

These events may lead to reduced passenger demand and revenues due to safety concerns, additional security measures, increased fuel prices, higher financing costs, and difficulty in raising funds on favorable terms, or at all.

In addition, these events may lead to higher costs of aircraft insurance or reduced availability of coverage, for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils.

They may also lead to higher insurance costs due to the increased security measures and potential special charges, such as those related to the impairment of aircraft and other long-lived assets stemming from the above conditions.

More recently, the conflicts in Russia, Ukraine and the Middle East have and may continue to have adverse effects on macroeconomic conditions, including fuel prices, the availability and cost of insurance, security conditions, currency exchange rates and financial markets.

More recently, armed conflicts and regional instability, including in parts of Russia, Ukraine and the Middle East, have and may continue to have adverse effects on macroeconomic conditions, including fuel prices, the availability and cost of insurance, security conditions, currency exchange rates and financial markets.

Airspace closures have and may require certain of our airline customers to continue re-routing flights to avoid such airspace which has resulted in increased flight times and fuel costs.

Prolonged periods of conflict could result in new or additional sanctions, embargoes, further escalation or regional instability, and geopolitical shifts.

Prolonged or expanded conflicts could result in new or additional sanctions, embargoes, further escalation or regional instability, and geopolitical shifts.

Such geopolitical instability and uncertainty could have a negative impact on our ability to lease aircraft, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions, including closures of air space, and could materially adversely affect our business, financial condition, and results of operations.

Demand for air travel or the inability of airlines to operate to or from certain regions due to the occurrence of natural disasters or other natural phenomena, such as severe weather conditions, floods, earthquakes or volcanic eruptions, could have an adverse effect on our lessees’ ability to satisfy their lease payment obligations to us.

Natural disasters or other natural phenomena, such as severe weather conditions, floods, earthquakes or volcanic eruptions, may also disrupt air travel or airline operations in affected regions and could have an adverse effect on our lessees’ ability to satisfy their lease payment obligations to us.

Volatile financial market conditions may adversely impact our liquidity, our access to capital and our cost of capital and may adversely impact the airline industry and the financial condition of our lessees.

We may, from time to time, seek to opportunistically refinance, amend, re-price and/or otherwise replace any of our debt, obtain additional debt financing or enter into other financing arrangements, reduce or extend our debt, lower our interest payments or the cost of capital available to us under certain types of financing arrangements, or otherwise seek to improve our financial position or the terms of our debt or other financing agreements.

These actions may include open market debt repurchases, negotiated repurchases, or other repayments, redemptions or retirements of our debt or other financing arrangements.

The amount of debt that may be borrowed or issued, refinanced, and/or repurchased, repaid, redeemed or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with our debt covenants and other considerations.

The availability and pricing of debt financing remains susceptible to global events, including economic downturns, political changes, rising interest rates, currency fluctuations, and the rate of international economic growth.

If we need, but cannot obtain, adequate capital on satisfactory terms, or at all, as a result of negative conditions in the capital markets or otherwise, our business, financial condition and results of operations could be materially adversely affected.

We may, from time to time, seek to opportunistically refinance, amend, re-price or otherwise replace our debt, obtain additional debt financing or enter into other financing arrangements, reduce or extend our debt, lower our interest payments or cost of capital available, or otherwise improve our financial position or the terms of our debt or other financing agreements.

These actions may include open market or negotiated debt repurchases, repayments, redemptions or retirements of our debt or other financing arrangements.

The amount of debt that may be borrowed or issued, refinanced, repurchased, repaid, redeemed or otherwise retired, if any, will depend on prevailing market conditions, the trading levels of our debt, our cash position, compliance with our debt covenants and other factors.

The availability and pricing of debt financing are subject to volatility and remain susceptible to global events, including economic downturns, political changes, rising interest rates, currency fluctuations, and the rate of international economic growth.

If we need, but are unable, to obtain adequate capital on satisfactory terms, or at all, as a result of negative conditions in the capital markets or otherwise, our business, financial condition and results of operations could be materially adversely affected.

We bear the risk of re-leasing and selling our aircraft.

We bear the risk of re-leasing or selling our aircraft in order to generate cash flows.

Only a portion of an aircraft’s value is covered by contractual cash flows from leases, so we are exposed to the risk that the residual value will not be sufficient to permit us to fully recover our investment and that we may have to record impairment charges.

Only a portion of an aircraft’s value is supported by contractual cash flows from leases, and we are therefore exposed to the risk that the residual value will not be sufficient to permit us to fully recover our investment, which could require us to record impairment charges.

In certain cases, we commit to purchase aircraft that are not subject to lease and therefore are subject to lease placement risk.

Other factors that may affect our ability to fully realize our investment in our aircraft and that may increase the likelihood of impairment charges include credit deterioration of a lessee, higher fuel prices which may reduce demand for older, less fuel-efficient aircraft, additional environmental regulations, age restrictions, customer preferences and other factors that may effectively shorten the useful life of older aircraft.

We own and lease long-lived assets.

If market conditions worsen, or in the event of a customer default, we may be required to write down the value of some of our assets.

We perform a recoverability assessment of all aircraft and other flight equipment on a quarterly and annual basis.

We perform customer or aircraft specific recoverability tests whenever events or changes in circumstances, or indicators, suggest that the carrying amount or net book value of an asset 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.

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 net 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.

Other factors that may affect our ability to fully realize our investment in our aircraft, and that may increase the likelihood of impairment charges, include credit deterioration or default by a lessee, higher fuel prices which may reduce demand for older, less fuel-efficient aircraft, changes in environmental regulations or emissions requirements, age restrictions, customer preferences and other factors that may shorten the economic lives or reduce the marketability of certain aircraft types.

We own and lease long-lived assets, and adverse market conditions or customer defaults may require us to write down the value of some of our assets.

We perform recoverability assessments of our aircraft and other flight equipment at least annually, and more frequently when events or changes in circumstances indicate that the carrying amount or net book value of an asset may not be recoverable.

We perform aircraft-specific recoverability tests whenever such indicators exist.

For assets with indicators of impairment, we assess whether the estimated future undiscounted net cash flows expected to be generated by the asset exceed its net book value.

These undiscounted cash flows include 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.

If an aircraft does not meet the recoverability test, the aircraft will be written down to its estimated fair value, resulting in an impairment charge.

Our estimates and 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 net cash flows are subject to change in future periods and may be affected by 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.

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Our senior management’s reputations and relationships with lessees, sellers, buyers and financiers of aircraft are a critical element of our business.

We encounter intense competition for qualified employees from other companies in the aircraft leasing industry, and we believe there are only a limited number of available qualified executives in our industry.

The Company seeks to retain a pipeline of senior management personnel with superior talent to provide continuity of succession, including for the Chief Executive Officer position and other senior positions.

Our Board of Directors is involved in succession planning, including review of short- and long-term succession plans for senior positions.

We face intense competition for qualified personnel from other companies in the aircraft leasing industry, and we believe there is a limited pool of executives with the requisite experience in our industry.

The Company seeks to maintain a pipeline of senior management talent to support continuity and succession planning, including for the Chief Executive Officer position and other key leadership positions.

Our Board of Directors is actively involved in succession planning, including regular review of short- and long-term succession plans for senior positions.

Our future success depends, to a significant extent, upon the continued service of our senior management personnel, including the Chief Executive Officer, and if we lose one or more of these individuals, our business could be adversely affected.

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As of February 28, 2026, our total indebtedness was $5.3 billion, representing 66% of our total capitalization.

Aircastle Limited is either the principal or co-obligor or has guaranteed most of this indebtedness, and we are responsible for timely payment when due and compliance with covenants under the related debt documentation.

We may be unable to generate sufficient cash to pay, when due, the principal of, interest on or other amounts due with respect to our indebtedness, and our substantial amount of indebtedness may increase our vulnerability to adverse economic and industry conditions, reduce our flexibility in planning for or reaction to changes in the business environment or in our business or industry, and adversely affect our cash flow and our ability to operate our business and compete with our competitors.

Aircastle Limited is either the principal or co-obligor on, or has guaranteed, most of this indebtedness, and we are responsible for the timely payment of amounts due and compliance with covenants under the related debt documentation.

We may be unable to generate sufficient cash to pay, when due, the principal of, interest on or other amounts due with respect to our indebtedness.

Our substantial amount of indebtedness may increase our vulnerability to adverse economic and industry conditions, reduce our flexibility in planning for or reaction to changes in our business or industry, and adversely affect our cash flow and our ability to operate our business and compete effectively with our competitors.

Our indebtedness subjects us to certain risks, including:

• 10% of our Net Book Value serves as collateral for our secured indebtedness, and the terms of certain of our indebtedness require us to use proceeds from sales of certain aircraft, in part, to repay amounts outstanding under such indebtedness;

• our failure to comply with the terms of our indebtedness, including restrictive covenants, may result in additional interest being due or defaults that could result in the acceleration of the principal, and unpaid interest on, the defaulted debt, as well as the forfeiture of any aircraft pledged as collateral;

• non-compliance with covenants prohibiting certain investments and other restricted payments, raise additional capital or refinance our existing debt, may reduce our operational flexibility and limit our ability to refinance.

• while our current levels of secured indebtedness are limited, future increases in secured indebtedness may require us to pledge aircraft or other assets as collateral, which could limit our flexibility to sell or otherwise dispose of such aircraft, restrict our ability to incur additional indebtedness, or require us to apply proceeds from asset sales to repay such indebtedness;

• failure to comply with the terms of our indebtedness, including restrictive covenants, may result in additional interest being due, events of default or the acceleration of principal and unpaid interest on such indebtedness, and may result in the forfeiture of aircraft pledged as collateral;

• non-compliance with covenants prohibiting certain investments and other restricted payments, raising additional capital or refinancing our existing debt, may reduce our operational flexibility and limit our ability to refinance.

Our ability to obtain debt financing and our cost of debt financing is, in part, dependent upon our credit ratings and a credit downgrade or being put on negative watch could adversely impact our financial results.

Maintaining our credit ratings depends on our financial results and on other factors, including the outlook of the ratings agencies on our sector and on the market generally.

A credit rating downgrade or being put on negative watch may make it more difficult or costly for us to raise debt financing in the unsecured bond market, or may result in higher pricing or less favorable terms under other financings.

Credit rating downgrades or being put on negative watch, may make it more difficult and/or more costly to satisfy our funding requirements.

Any future tightening or regulation of financial institutions could impact our ability to raise funds in the commercial bank loan market in the future.

Maintaining our credit ratings depends on our financial performance and on other factors, including the outlook of the ratings agencies on our sector and on the market generally.

A downgrade of our credit rating or placement on negative watch may make it more difficult or costly for us to raise debt financing in the unsecured bond market, or may result in higher pricing or less favorable terms under other financings.

Any such downgrade or negative watch may make it more difficult or more costly for us to satisfy our funding requirements.

Any future tightening of capital or regulation of financial institutions could impact our ability to raise funds in the commercial bank loan market in the future.

An increase in our borrowing costs may adversely affect our earnings.

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These restrictions limit our ability to, or in certain cases prohibit us from incurring liens and include a cross-default to certain other financings of the Company.

• Term Financings.

Our secured term financing contains, among other customary provisions, a minimum net worth covenant of $1.1 billion, a 2.0:1.0 minimum interest coverage ratio, a 75% maximum loan-to-value ratio and a cross-default to certain other financings of the Company.

• Unsecured Revolving Credit Facilities.

Our unsecured revolving credit facilities contain $1.1 billion minimum net worth covenants, minimum unencumbered asset ratios, minimum fixed coverage ratios and cross-defaults to certain other financings of the Company.

• Unsecured Revolving Credit Facilities and Term Loan.

Our unsecured revolving credit facilities and term loan contain $1.1 billion minimum net worth covenants, minimum unencumbered asset ratios, minimum fixed coverage ratios and cross-defaults to certain other financings of the Company.

The terms of our financings also restrict our ability to incur or guarantee additional indebtedness or engage in mergers, amalgamations or consolidations among our subsidiary companies or between a subsidiary company and a third party or otherwise dispose of all or substantially all of our assets.

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and foreign governments have increased their oversight and enforcement activities with respect to these laws, and we expect the relevant agencies to continue to increase these activities.

We have compliance policies and training programs in place for our employees with respect to FCPA, OFAC Regulations, UKBA and similar laws, but there can be no assurance that our employees, consultants or agents will not engage in conduct for which we may be held responsible.

engage in conduct for which we may be held responsible.

Violations of FCPA, OFAC Regulations, UKBA and other laws, sanctions or regulations may result in severe criminal or civil penalties, and we may be subject to other liabilities.

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We are dependent upon information technology systems to manage, process, store and transmit information associated with our operations, which may include proprietary business information and personally identifiable information of our customers, suppliers and employees.

Our information technology systems are subject to disruption, damage or failure from a variety of sources, including malware, ransomware, security breaches, cyber-attacks, cybersecurity incidents, employee error and defects in design.

There may also be an elevated risk of cyber-attacks and cybersecurity incidents by certain countries based on geopolitical tensions and events.

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The IRA includes a provision which imposes a 15% minimum tax on adjusted financial statement income (“AFSI”) for corporations.

For a corporation that is a member of a foreign-parented multi-national group, the AMT applies where (i) the three-year average annual AFSI from all members of the foreign-parented multi-national group exceeds $1 billion, and (ii) the three-year average annual AFSI from the group’s U.S.

For a corporation that is a member of a foreign-parented multi-national group, the AMT applies where (i) the three-year

average annual AFSI from all members of the foreign-parented multi-national group exceeds $1 billion, and (ii) the three-year average annual AFSI from the group’s U.S.

corporation(s) is $100 million or more.

There is currently limited guidance on the application and calculation of any AMT.

This uncertainty will be addressed through regulations promulgated by the U.S.

Treasury and guidance issued by the Internal Revenue Service.

These changes are not expected to have a material impact on our financial position;

The application of the corporate alternative minimum tax remains subject to evolving administrative guidance, including proposed regulations issued by the U.S.

Department of the Treasury, and any final regulations or other guidance could differ materially from currently available guidance.

We do not currently expect the corporate alternative minimum tax to have a material impact on our financial position.

However, we will continue to evaluate the impact as further information becomes available.

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Any entity that must satisfy economic substance requirements but fails to do so could face financial penalties, a restriction of its business activities, automatic reporting by the Bermuda authorities to the competent authorities in the E.U.

or other jurisdiction of the entity’s beneficial owners, on an entity’s non-compliance or being struck-off as a registered entity in Bermuda.

or other jurisdiction of the entity’s beneficial owners, on an entity’s non-compliance or being struck-off as a

registered entity in Bermuda.

If any one of the foregoing were to occur it may adversely affect the business operations of the Company or its Bermuda subsidiaries.

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The Registrar of Companies in Bermuda ultimately assesses compliance with the ESA requirements.

We expect to become subject to a Corporate Income Tax Regime in Bermuda.

The Company previously received an assurance from the Bermuda Minister of Finance that it would be exempted from local income, withholding and capital gains taxes until March 2035.

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, which overrides the Minister of Finance’s assurance from such date onwards.

The Company will be subject to Bermuda corporate income tax with respect to its fiscal year beginning March 1, 2025 and subsequent years as a Bermuda constituent entity of a multi-national group.

We are subject to a Corporate Income Tax Regime in Bermuda.

Accordingly, the Company is subject to Bermuda corporate income tax with respect to its fiscal year beginning March 1, 2025 and subsequent years as a Bermuda constituent entity of a multi-national group.

A multi-national group is defined for these purposes as a group with entities in more than one jurisdiction with consolidated revenues of at least €750 million for two out of the four previous fiscal years.

If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15% of the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities).

Bermuda constituent entities of a multi-national group are subject to a 15% tax on the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities).

We may become subject to an increased rate of Irish taxation which would adversely affect our business.

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Irish Revenue has advised that these confirmations no longer apply, effective as of January 1, 2024.

Instead, certain aspects of the Irish leasing regime have been codified into law in Finance Act (No.2) 2023 and Irish Revenue released guidance in January 2024 regarding the tax treatment of leasing companies.

Instead, certain aspects of the Irish leasing regime have been codified into law in Finance Act (No.

2) 2023 and Irish Revenue released guidance in January 2024 regarding the tax treatment of leasing companies.

The combination of the revised law and guidance could impose a higher threshold on our Irish lessors and financing companies when demonstrating they have sufficient activity to avail themselves of the 12.5% tax rate on their leasing and financing activity.

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Furthermore, certain expenses in non-trading companies may also be non-deductible for tax purposes, increasing the effective tax rate further.

The Finance Act (No.2) 2023 also introduced outbound payment rules which apply to certain interest and royalty payments and, distributions made on or after April 1, 2024.

For arrangements in place on or before October 19, 2023, the provisions will only apply to payments or distributions made on or after January 1, 2025.

The Finance Act (No.

2) 2023 also introduced outbound payment rules which apply to certain interest and royalty payments and, distributions made by a company to an “associated entity” on or after April 1, 2024.

The rules apply withholding tax, or disapply existing domestic withholding tax exemptions, to certain outbound payments.

These new measures only apply to payments or distributions made by a company to an “associated entity”.

Two entities will be associated if there is more than a 50% relationship in terms of share capital or ownership.

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In addition, to be in scope of the rules, the interest or royalty payment must also be made by a company to an “associated entity” that is resident in a “specified territory.”

A “specified territory” is defined as (i) a territory that is on Annex I of the E.U.

list of non-cooperative jurisdictions or (ii) a zero-tax territory.

A specified territory cannot be another E.U./European Economic Area country.

A “zero-tax territory” means a territory that, other than in respect of an entity whose income, profits or gains are treated by that territory, or would be so treated but for an insufficiency of income, profits or gains, as arising or accruing to another entity (a) generally subjects entities to tax at a rate of zero per cent on income, profits and gains, or (b) does not generally subject entities, whether on a remittance basis or otherwise, to a tax on income, profits and gains.

Aircraft lease rentals are outside the scope of these rules (as they are not considered to be a royalty).

There are a number of exemptions available with respect to interest payments, including where the payment is an “excluded payment.” An excluded payment is a payment where an amount of income, profits or gains arising from the payment is subject to a supplemental tax such as a tax under controlled foreign corporation rules or Pillar Two or such income, profits or gains are subject to foreign tax at a rate greater than zero or a domestic tax.

The provision also does not apply where the associated lender makes a corresponding payment to another person within 12 months of the end of the tax period in which the payment is made to the lender and that payment would have been an excluded payment if it had been made directly to that other person and the payments were made for bona fide commercial purposes.

There are also a number of exemptions available with respect to distributions, including where the payment is an “excluded payment” or

the distribution is made out of income, profits or gains which have been chargeable directly or indirectly to Irish income tax, corporation tax or capital gains tax.

There are a number of exemptions available with respect to interest payments, including where the payment is an “excluded payment.” There are also a number of exemptions available with respect to distributions, including where the payment is an “excluded payment” or the distribution is made out of income, profits or gains which have been chargeable directly or indirectly to Irish income tax, corporation tax or capital gains tax.

The outbound payment rules may therefore apply to certain payments which may increase the effective tax rate in Ireland.

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The stated aim is to move beyond the arm’s length principle and the scope of current taxing rights are limited to businesses with a physical presence in a country.

The new rules, if adopted, would readjust the balance of taxing rights and multinational companies (“MNC”)

profit allocation between jurisdictions where MNC assets are owned and the markets where users and consumers are based.

The new rules, if adopted, would readjust the balance of taxing rights and multinational companies (“MNC”) profit allocation between jurisdictions where MNC assets are owned and the markets where users and consumers are based.

On October 8, 2021, Ireland and Bermuda, approved a statement, known as the OECD BEPS Inclusive Framework (the “IF”), providing a framework for BEPS 2.0, which builds upon the Blueprints.

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countries until December 31, 2023 to adopt the Pillar 2 rules into domestic legislation.

Further guidance is expected from the OECD and the E.U.

Further guidance is expected from

the OECD and the E.U.

as to how certain aspects of the Pillar Two rules will operate mechanically, and as such it is difficult to determine the degree to which these changes may result in an increase in our effective tax rate and cash tax liabilities in future periods.

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Until final Irish implementing legislation is published, it is not possible to provide definitive guidance on the impact, if any, of the FASTER Directive.

We operate in multiple jurisdictions and may become subject to a wide range of income and other taxes that could have a material adverse effect on our financial condition, cash flow and results of operations.

We operate in multiple jurisdictions and may become subject to a wide range of income and other taxes.

If we are unable to execute our operations on a tax-efficient basis in these jurisdictions, our operations may be subject to significant income and other taxes.

Moreover, as our aircraft are operated by our lessees in multiple jurisdictions, we may have nexus or taxable presence as a result of our aircraft operating in various jurisdictions.

Such operations may result in us being subject to various foreign, state and local taxes in such jurisdictions.

Our leases typically require our lessees to indemnify us in respect of any such taxes but if any lease does not require such indemnification or if any lessees fail to make such indemnification, our financial condition, cash flow and results of operations could be materially adversely affected if we become subject to significant income and other taxes that we are not currently subject to.

Due to the nature of our operations, our tax affairs are open to review and challenge by the tax authorities throughout the world.

We are subject to routine tax audits by local authorities.

Ongoing and future tax audits may result in additional tax and interest payments, which could negatively affect our financial condition and results of operations.

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What changed 10-K

Item 1A. Risk Factors