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Item 9A. Controls and Procedures

2026-04-21 compared with 2025-04-23 · 443 added, 423 removed, 1084 unchanged (44% of the section changed)

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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.

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, 2026.

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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”.

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.

Naoshi Hirose 62

Keiji Okuno 61

Takayuki Sakakida (Chairman)

Takashi Tsunoda 50

Hacker, Yasuhiko Hashimoto, Naoshi Hirose, Michael J.

Inglese, Satoshi Irie, Tomoaki Ogasawara, and Charles W.

Hacker, 70, 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.

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Hacker served as a Director of Travelport from 2016 until May 2019.

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.

Hacker served as Board Chair of SpartanNash from 2021 to 2025 and a Director from 2005 to 2025.

Hacker serves as a director or trustee of a series of open-end and closed-end investment companies that are the Columbia Threadneedle Investments family of mutual funds.

Yasuhiko Hashimoto, 60, was appointed to our Board on April 1, 2026.

Hashimoto serves as Managing Executive Officer at Mizuho Leasing.

He joined Mizuho Leasing in June 2021 as an Executive Officer and has since held successive leadership roles, overseeing key global business initiatives and transportation assets.

Prior to joining Mizuho Leasing, he has a distinguished career spanning over 30 years at Mizuho Bank, Ltd., including serving as Executive Officer and Head of the Global Products Unit, Head of the Global Corporate Division in Tokyo, and Deputy Head of EMEA based in London.

Throughout his career, he has held numerous senior positions specializing in structured finance, project finance, and global corporate banking across major financial hubs including London, New York, Houston, and Tokyo.

He holds an MBA from the Stern School of Business at New York University and a Bachelor of Law degree from the University of Osaka.

Naoshi Hirose, 63, was appointed to our Board as of April 8, 2024.

Currently holding the position of Senior 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.

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.

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Hirose served the Ministry of Economy, Trade, and Industry in Japan for over 35 years, holding key positions, including Vice-Minister for International Affairs.

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.

Hirose's academic background includes a bachelor's degree from the Faculty of Law at Tokyo University and a master's degree in Public Affairs from 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.

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.

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.

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.

Okuno had over 15 years at ORIX Group in various roles, including Vice President, Global Business Group, Executive Vice President, and Managing Director.

Okuno received a BA from Dokkyo University and a diploma from New York University.

Okuno is a CPA.

Inglese, 65, was appointed to the Board of Aircastle Limited on March 27, 2020, following the company’s acquisition by affiliates of Marubeni Corporation and Mizuho Leasing.

He has served as Chief Executive Officer since June 2017, following a stint as Acting CEO from January 2017 and prior to that, as Chief Financial Officer from April 2007.

Prior to joining Aircastle, Mr.

Inglese was CFO of PanAmSat Holding Corporation, where he led financial operations through a take-private transaction, IPO, and strategic sale.

He also held senior finance roles at DIRECTV Japan, Hughes Electronics, and Westinghouse Credit Corporation.

Inglese holds a B.S.

in Mechanical Engineering and an MBA from Rutgers University and is a Chartered Financial Analyst (CFA) and is a Certified Director from the National Association of Corporate Directors.

Satoshi Irie, 49, was appointed to our Board on April 16, 2026.

Irie joined Marubeni in 1999 and is currently General Manager of Marubeni’s Asset Finance Department.

From 2021 until 2025 he was General Manager of the Finance, Leasing & Real Estate department of Marubeni ASEAN Pte.

Ltd., a wholly owned subsidiary of Marubeni;

and he also served on the board of directors of the Singapore-headquartered fintech company AND Global Pte.

Prior to that, Mr.

Irie was a General Manager in Marubeni’s Finance & Leasing Business Section III.

He holds a bachelor’s degree in economics from Hitotsubashi University, Tokyo.

Tomoaki Ogasawara, 52, was appointed to our Board and appointed Chairman of our Board on April 16, 2026.

Ogasawara joined Marubeni in 1996 and has held various positions during his tenure.

From 2024 until March 2026, he was Managing Director of Total Engine Asset Management, the Singapore based engine leasing joint venture between Marubeni and ST Engineering.

Prior to that, he served as General Manager of Marubeni’s Aircraft Leasing Business Department.

Ogasawara is a graduate of Hitotsubashi University, Tokyo.

Pollard, 68, 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.

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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.

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.

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.

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.

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 .

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Audit Committee of the Board of Directors .

Takayuki Sakakida (Chairman), Keiji Okuno and Douglas A.

Tomoaki Ogasawara (Chairman), Yasuhiko Hashimoto and Douglas A.

Hacker are designated as members of the Audit Committee.

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Chief Commercial Officer

Christopher L.

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.

Sarah Clarkin Chief Legal Officer & Secretary

Pay for Performance Philosophy

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• Annual Corporate Performance :

Achievement of internal corporate financial metrics focused on:

(i) profit before tax;

Achievement of corporate financial metrics focused on:

(i) net income available to common shareholders;

(ii) cash flow;

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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.

Conversely, performance above target would result in an enhanced contribution to the Company’s incentive compensation pool, up to a 150% to 200% contribution at the upper end of the performance range for each metric.

For 2025, we established the following targets, performance ranges and relative weightings for the corporate financial metrics:

(in millions) Performance Range Weighted Score

Profit before tax (1)

Net income available to common shareholders (March 1, 2025 – February 28, 2026) (1)

$ 84.0 50%-200% 30%

Net income available to common shareholders (April 1, 2025 – March 31, 2026) (1)

$ 85.0 50%-200% 20%

Cash flow (2)

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_______________

(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.

(1) In 2025, net income available to common shareholders replaced profit before tax as a corporate performance metric to better align performance evaluation with shareholder value.

Two measurement periods were used to reflect differences in fiscal year periods between the Company and its common shareholders.

(2) Cash flow for a period is Cash Flow from Operations.

(3) New investments measures the total annual amount invested in aviation assets.

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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.

Prior to her appointment as our Chief Legal Officer and Secretary effective March 1, 2025, Ms.

Clarkin was granted non-executive officer LTI awards in 2024 and 2023 that vest annually on the last day of each performance year, subject to her continued employment through such date.

Our LTI awards granted in 2025, 2024 and 2023 have the following performance ranges with results between the minimum and target and the maximum and target being interpolated on a linear basis.

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Actual Performance for 2025 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:

The Company’s financial performance in 2025 continued to reflect strong global passenger demand for air travel and sustained demand for our narrow-body aircraft, driven by ongoing OEM delivery delays and broader supply chain constraints.

These market conditions supported elevated lease extension activity and strong gains on sales, which contributed positively to our operating results.

Financial performance was also favorably impacted by additional 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 2025 performance year was 8.2%, resulting in the portions of the 2025, 2024 and 2023 LTI awards attributable to the 2025 performance year being earned at 150%.

For our executive officers other than Ms.

Clarkin, the 2023 LTI Awards cliff-vested on February 28, 2026 and the 2024 LTI awards will cliff-vest on February 28, 2027.

For all of our executive officers, the 2025 LTI awards will cliff-vest on February 28, 2028.

For our executive officers other than Ms.

Clarkin, the 2023 LTI Awards that cliff-vested on February 28, 2026, were earned with respect to each performance year during the three-year performance period as follows:

2022 LTI Awards

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Fiscal Year 2025 8.2% 150%

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.

Clarkin, the portions of her 2023 and 2024 LTI Awards attributable to the 2025 performance year were earned at 150% and vested on February 28, 2026.

Other Compensation .

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.

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.

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(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.

such individual is not an executive officer (or serving in any other senior commercial role) with certain competitors prior to the vesting date of the applicable LTI award.

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.

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(in millions) Weighting 2025 Performance (in millions) Performance Range Performance Weighted Score

Profit before tax $ 100.0 50% $ 145.6 50% - 150% 138% 69 %

Net income available to common shareholders (March 1, 2025 – February 28, 2026) $ 84.0 30% $ 173.0 50% - 200% 138% 60 %

Net income available to common shareholders (April 1, 2025 – March 31, 2026) $ 85.0 20% $ 144.0 50% - 200% 150% 40 %

Cash flow $ 454.0 25% $ 477.7 50% - 150% 95% 30 %

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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.

For 2025, each of our NEOs achieved individual performance results ranging from 110% to 130% of target.

The Compensation Committee took the following actions related to fiscal year 2025 annual incentive compensation for our NEOs, which was determined solely based on the achievement of the corporate financial metrics and individual performance goals:

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$850,540 cash

Christopher L.

$731,584 cash

Paul O’Callaghan

$734,280 cash

Sarah Clarkin $482,438 cash

How We Make Decisions

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Pollard, Chair

Takayuki Sakakida

_______________

(1) Yasuhiko Hashimoto was appointed to the Compensation Committee following the review and discussion described in this report.

Summary Compensation Table for 2025

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2023 575,000 704,838 919,467 15,540 2,214,845

Christopher L.

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 (4)

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2023 450,025 372,838 96,160 54,003 973,026

Sarah Clarkin (5)

2025 $ 404,988 $ 482,438 $ 92,250 $ 53,244 $ 1,032,920

Chief Legal Officer & Secretary

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(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.

(i) cash bonuses, (ii) the portion of 2021 bonus restricted cash awards vested in 2023 and 2024.

(2) See Compensation Overview-Long Term Incentive Plan above for information regarding our cash-based LTI awards granted in 2025, 2024 and 2023.

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.

Accordingly, the amounts reported represents (i) for 2025, the 2023 LTI awards granted to our NEOs (other than Ms.

Clarkin), which vested on February 28, 2026 and (ii) for 2024 and 2023, the 2022 and 2021 LTI awards granted to our NEOs (other than Mr.

O’Callaghan and Ms.

Clarkin), which vested on February 28, 2025 and February 29, 2024, respectively.

See footnotes (4) and (5) below for additional information regarding Mr.

O’Callaghan’s and Ms.

Clarkin’s cash-based LTI awards, respectively.

(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.

Beers’ Retirement Agreement” below.

(4) 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.

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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.

(5) Sarah Clarkin became one of the Company’s NEOs for 2025 as a result of her appointment and promotion to Chief Legal Officer and Secretary effective March 1, 2025.

The amount reported in the “Non-Equity Incentive Plan” column relates to non-executive, cash-based LTI awards granted to Ms.

Clarkin in 2024 and 2023 prior to her appointment as Chief Legal Officer and Secretary, which vested with respect to the 2025 performance year on February 28, 2026 and were paid out immediately upon vesting.

Grants of Plan-Based Awards for 2025

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Winter April 17, 2025 February 29, 2028 $ 1,000,000 $ 833,333 $ 1,166,667 $ 1,500,000

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, 2025 February 29, 2028 $ 602,198 $ 501,832 $ 702,564 $ 903,297

Sarah Clarkin April 17, 2025 February 29, 2028 $ 330,618 $ 275,515 $ 385,721 $ 495,928

_______________

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(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.

Accordingly, see the Summary Compensation Table for 2025 for the total amounts paid out to our NEOs with respect to the 2023 LTI awards granted to our NEOs (other than Ms.

Clarkin), which vested on February 28, 2026.

See footnotes (4) and (5) to the Summary Compensation Table for 2025 for additional information regarding the vesting and payment of Mr.

O’Callaghan’s 2022 and 2021 LTI awards and Ms.

Clarkin’s 2024 and 2023 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.

Through our subsidiaries, Aircastle Advisor LLC (“AALLC”) and Aircastle (Ireland) Designated Activity Company (“AIDAC”), 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.

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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.”

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.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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— — 3,867,505 3,867,505 3,867,505 — 3,867,505

Christopher L.

Paul O’Callaghan

Cash Severance $ — $ — $ 1,003,663 $ 2,007,326 $ 1,003,663 $ — $ —

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February 28 termination) — — 501,832 501,832 501,832 — 501,832

COBRA Reimbursement — — — — — — —

Health Insurance Benefits — — 5,064 5,064 5,064 — 5,064

Vacation 54,043 54,043 54,043 54,043 54,043 54,043 54,043

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— — 1,959,866 1,959,866 1,959,866 — 1,959,866

Paul O’Callaghan

Sarah Clarkin

Cash Severance $ — $ — $ 743,891 $ 1,487,783 $ 743,891 $ — $ —

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_______________

(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.

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.

(1) Includes the 2023, 2024, and 2025 LTI awards (or for Ms.

Clarkin, the applicable portion thereof) vesting on February 28, 2026, February 28, 2027, and February 29, 2028, respectively.

As described above in the section entitled “Employment Agreements with NEOs,” we, through our subsidiaries, AALLC and AIDAC, 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);

• 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 or she signs a general release of claims and complies with the covenants described below, then he or she 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 2 years following a “change in control” as defined in such employment agreement);

(ii) a pro-rata annual bonus for the year of termination;

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(iv) accelerated vesting of any remaining cash-based LTI awards;

• 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.

• such named executive officer covenants not to compete with Aircastle for six months following termination of his or her 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.

Director Compensation Table for 2025

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(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.

MM Air Limited is controlled by affiliates of our Shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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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.

our Shareholders 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 our Shareholders or their affiliates, and any person (other than a tenant or employee) sharing the household of such Director, executive officer, nominee or our Shareholders 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.

Hacker and Pollard to be independent and that Directors Messrs, Hashimoto, Hirose, Inglese, Irie and Ogasawara to be not independent.

The Board also considers the current Chairman Mr.

Sakakida to be not independent.

Ogasawara to be not independent.

Our standing Risk and Governance, Audit and Compensation Committees include independent and non-independent Directors.

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In connection with the audit of the fiscal year 2025 and 2024 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:

Professional services rendered by EY for the years ended February 28, 2026 and 2025 were as follows:

Year Ended February 28,

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_______________

(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.

(1) Represents fees for the audit of the Company’s consolidated financial statements, including the testing of internal control over financial reporting, the reviews of 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.

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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.

Consolidated Balance Sheets as of February 28, 2026 and 2025.

Consolidated Statements of Income and Comprehensive Income for the years ended February 28/29, 2026, 2025 and 2024.

Consolidated Statements of Cash Flows for the years ended February 28/29, 2026, 2025 and 2024.

Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28/29, 2026, 2025 and 2024.

Notes to Consolidated Financial Statements.

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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).

4.6 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).

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4.12 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).

Description of Exhibit

4.13 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).

Description of Exhibit

4.14 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).

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4.16 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).

4.17 Guarantee Supplemental Indenture (6.500% Senior Notes due 2028), dated as of April 28, 2025, among Aircastle Limited, Aircastle Advisor LLC and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed on July 10, 2025).

4.18 Guarantee Supplemental Indenture (4.250% Senior Notes due 2026), dated as of April 28, 2025, among Aircastle Limited, Aircastle Advisor LLC and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on July 10, 2025).

4.19 Guarantee Supplemental Indenture (5.950% Senior Notes due 2029), dated as of April 28, 2025, among Aircastle Limited, Aircastle Advisor LLC and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q filed on July 10, 2025).

4.20 Guarantee Supplemental Indenture (2.850% Senior Notes due 2028), dated as of April 28, 2025, among Aircastle Limited, Aircastle Advisor LLC and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q filed on July 10, 2025).

4.21 Guarantee Supplemental Indenture (5.750% Senior Notes due 2031), dated as of April 28, 2025, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company, Aircastle Advisor LLC and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q filed on July 10, 2025).

4.22 Guarantee Supplemental Indenture (5.250% Senior Notes due 2030), dated as of April 28, 2025, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company, Aircastle Advisor LLC and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on July 10, 2025).

4.23 Indenture, dated as of July 17, 2025, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company, Aircastle Advisor LLC 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 17, 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).

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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).

Description of Exhibit

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).

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(incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 14, 2017).

Description of Exhibit

10.12 Amendment No.

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(incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on April 28, 2022).

Description of Exhibit

10.24 Amendment No.

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(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 11, 2024).

Description of Exhibit

10.29 Amendment No.

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24), by and between Aircastle Holding Corporation and Embraer S.A.

(incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on April 23, 2025).

10.31 Amendment No.

25 to Purchase Agreement COM0270-15, dated as of October 10, 2025 (Amendment No.

25), 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 13, 2026).

10.32 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.

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(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2019).

Description of Exhibit

10.41 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).

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10.43 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).

21.1 Subsidiaries of the Subsidiaries of the Registrant.

10.44 Credit Agreement, dated as of April 28, 2025, among Aircastle Advisor LLC, as borrower, MUFG Bank, Ltd.

and Sumitomo Mitsui Trust Bank, Limited, New York Branch, as joint lead arrangers, the lenders party thereto from time to time, MUFG Bank, Ltd., as agent, and Industrial and Commercial Bank of China Limited, New York Branch, as senior managing agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2025).

21.1 Subsidiaries of the Registrant.

31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of 2002.

Description of Exhibit

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.

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101 The following materials from the Company’s Annual Report on Form 10-K for the year ended February 28, 2026, 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;

(i) Consolidated Balance Sheets as of February 28, 2026 and 2025;

(ii) Consolidated Statements of Income and Comprehensive Income for the years ended February 28/29, 2026, 2025, and 2024;

(iii) Consolidated Statements of Cash Flows for the years ended February 28/29, 2026, 2025, and 2024;

(iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28/29, 2026, 2025, and 2024;

and (v) Notes to Consolidated Financial Statements*

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Report of Independent Registered Public Accounting Firm (PCAOB ID 42 )

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

Consolidated Balance Sheets as of February 28, 2026 and 2025

Consolidated Statements of Income and Comprehensive Income for the years ended February 28/29, 2026, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended February 28/29, 2026, 2025 and 2024

Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28/29, 2026, 2025 and 2024

Notes to Consolidated Financial Statements F - 8

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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.

We have audited the accompanying consolidated balance sheets of Aircastle Limited and subsidiaries (the Company) as of February 28, 2026 and 2025, the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 28, 2026, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2026, in conformity with U.S.

generally accepted accounting principles.

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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.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) 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.

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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.

Specifically, the auditing of certain transactions to buy 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 the 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.

To test the Company’s application of tax laws in the relevant jurisdictions and the related income tax, we performed audit procedures that included, among others, obtaining, and assessing the completeness of, a list of transactions to purchase aircraft during the period and evaluating 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.

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(Dollars in thousands, except share data)

February 28/29,

Cash and cash equivalents $ 179,889 $ 279,052

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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

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, 2026 and 2025

Common shares, $ 0.01 par value, 250,000,000 shares authorized, 17,840 shares issued and outstanding at February 28, 2026 and 2025

Additional paid-in capital 2,378,774 2,378,774

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Selling, general and administrative 89,483 86,416 82,127

Provision for credit losses 8,715 12,081 1,507

Provision (benefit) for credit losses ( 57 ) 8,715 12,081

Impairment of flight equipment 53,323 19,391 55,240

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Gain on sale or disposition of flight equipment ( 95,889 ) ( 77,191 ) ( 121,646 )

(Gain) loss on extinguishment of debt ( 285 ) — 636

Loss (gain) on extinguishment of debt 2,973 ( 285 ) —

Impairment of aircraft 53,323 19,391 55,240

Provision for credit losses 8,715 12,081 1,507

Provision (benefit) for credit losses ( 57 ) 8,715 12,081

Other ( 1,822 ) ( 3,188 ) ( 2,512 )

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Lease rentals received in advance ( 3,643 ) 19,343 14,466

Net cash and restricted cash provided by operating activities 464,021 370,254 437,737

Net cash and cash equivalents provided by operating activities 483,053 464,021 370,254

Cash flows from investing activities:

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Proceeds from settlement of insurance claims 70,824 49,500 —

Proceeds from sale of investment in debt securities 10,128 — —

Aircraft purchase deposits and progress payments, net of returned deposits and aircraft sales deposits 2,713 4,157 5,650

Other 9 ( 1,613 ) ( 6,408 )

Net cash and restricted cash used in investing activities ( 970,232 ) ( 879,115 ) ( 537,874 )

Net cash and cash equivalents used in investing activities ( 897,586 ) ( 970,232 ) ( 879,115 )

Cash flows from financing activities:

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Dividends paid ( 62,784 ) ( 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

Net cash and cash equivalents provided by financing activities 315,370 655,286 406,977

Net (decrease) increase in cash and cash equivalents ( 99,163 ) 149,075 ( 101,884 )

Cash and cash equivalents at beginning of year 279,052 129,977 231,861

Cash and cash equivalents at end of year $ 179,889 $ 279,052 $ 129,977

Aircastle Limited and Subsidiaries

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Transfers from Flight equipment held for lease, net to Net investment in leases, net and Other assets $ 68,244 $ 54,151 $ 220,648

Acquisition of investments, at fair value

$ — $ — $ 10,819

The accompanying notes are an integral part of these consolidated financial statements.

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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 )

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Preference share dividends — — — — — ( 21,000 ) ( 21,000 )

Common share dividends — — — — — ( 11,000 ) ( 11,000 )

Net income — — — — — 123,613 123,613

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17,840 $ — 400 $ — $ 2,378,774 $ 146,613 $ 2,525,387

Issuance of common shares 2,276 — — — 300,000 — 300,000

Preference share dividends — — — — — ( 21,000 ) ( 21,000 )

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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.

The significant segment expenses and other segment items, including total assets, that are provided to the CODM are consistent with the information presented in the Company’s consolidated balance sheets and statements of income.

Risk and Uncertainties

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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.

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 negatively affect 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.

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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:

Examples of circumstances in which such 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);

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• 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.

Major improvements and modifications incurred in connection with the acquisition of aircraft that are required to place the aircraft into initial service are capitalized and depreciated over the remaining life of the flight equipment.

For planned major maintenance activities for aircraft that are 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.

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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

When we acquire an aircraft with a lease attached, determining the fair value of the lease requires us to make assumptions regarding the current fair values of leases for comparable aircraft.

We estimate a range of current lease rates for similar aircraft to assess whether the attached lease is within a fair value range.

If the contractual lease rate is below or above the estimated market range, the Company records a lease discount or premium equal to the present value the estimated amount below or above the fair value range over the remaining term of the lease.

Any such lease discount or premium is amortized into lease revenue on a straight-line basis over the remaining lease term.

Flight Equipment Held for Sale

Flight equipment is classified as held for sale when management commits to a plan to sell, the asset is available for immediate sale in its present condition, and the sale is probable and expected to be completed within one year based on management’s evaluation of all relevant facts and circumstances.

Upon classification as held for sale, flight equipment is measured at the lower of its carrying amount or fair value less costs to sell, depreciation is ceased, and the asset is presented separately within other assets on the consolidated balance sheet.

Aircastle Limited and Subsidiaries

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(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.

Impairment of Flight Equipment

We perform recoverability assessments of all 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 when such indicators exist.

We focus on aircraft with near-term lease expirations, customers that have entered 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 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 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.

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 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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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.

If a lease meets specific criteria at lease commencement or at the effective date of a lease modification, we classify 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, the 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.

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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.

Under the equity method, the investment is initially recorded at cost and the carrying amount subsequently adjusted for our share of the unconsolidated equity method investment’s undistributed earnings and losses and distributions of dividends and capital.

The investment is reviewed for impairment

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

whenever events or changes in circumstances indicate the fair value is less than its carrying value and the decline is other-than-temporary.

Security Deposits

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If a lease is terminated, we recognize security deposits in excess of outstanding lease payments as other revenue.

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.

In general, the lessee is responsible for performing maintenance on the aircraft and is required to make payments for heavy maintenance, overhaul or replacement of certain high-value components.

These maintenance payments are typically calculated based on hours or cycles of utilization or on calendar time, depending upon the applicable component, and are 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 amount of security deposit provided by the lessee and market conditions at the time we enter into the lease.

Where a lessee makes monthly maintenance payments, we are generally obligated to use such funds to reimburse the lessee for costs they incur for eligible heavy maintenance, overhaul or replacement of certain high-value components during the lease term, typically following completion of the relevant work.

Where a lessee makes a single end of lease maintenance payment, the lessee would be required to compensate us for its utilization of the aircraft during the lease.

In some cases, however, we may owe a net payment to the lessee if 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.

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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.

We account for these expected payments as lease incentives, which are amortized on a straight-line basis as a reduction of revenue over the lease term.

These estimates are 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.

We recognize the lease incentive as a reduction of lease revenue on a straight-line basis over the lease term, with the offset being recorded as a lease incentive liability which is included in maintenance payments on the balance sheet.

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 lease term, assuming no lease renewals, and are included in other assets.

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

The Company records an income tax provision in accordance with the various tax laws for those jurisdictions within which our transactions occur.

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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

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.

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.

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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;

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.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 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

The standard is effective for annual periods beginning after

Aircastle Limited and Subsidiaries

1 unchanged sentence

(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.

December 15, 2024 and is applied on a prospective basis.

The Company adopted ASU 2023-09 effective for the year ended February 28, 2026, and the additional disclosures required by the standard are included in Note 11.

The adoption of ASU 2023-09 did not have a material impact on the 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.

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 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.

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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.

The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 clarifies the scope and requirements for interim financial statement disclosures under U.S.

The amendments create a comprehensive list of required interim disclosures and introduce a disclosure principle requiring entities to disclose, in interim periods, any event or change since the previous year-end that has a material effect on the entity.

ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, for public business entities, and after December 15, 2028, for all other entities.

Early adoption is permitted.

The amendments may be applied prospectively or retrospectively to any or all prior interim periods presented.

The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements.

Fair Value Measurements

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• The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

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.

The following tables set forth our financial assets as of February 28, 2026 and 2025, 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.

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Investments, at fair value

Investment in debt securities $ 5,029 $ — $ — $ 5,029 Income

Investment in equity securities $ 5,704 $ 1,806 $ — $ 3,898 Market/Income

Total investments, at fair value $ 5,704 $ 1,806 $ — $ 3,898

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

February 28, 2025

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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.

During the year ended February 28, 2026, we sold certain notes received from our airline customers and, as a result, held no investments in debt securities that were measured at fair value as of February 28, 2026.

For the years ended February 28, 2026 and 2025, 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.

GAAP requires the application of fair value, including when events or changes in circumstances indicate that the carrying amounts of such 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.

Fair value measurements for aircraft in impairment tests are based on the market approach (Level 2 or 3), which incorporates third-party appraisal data, and an income approach (Level 3), which reflects the Company’s assumptions and appraisal data regarding the present value of future cash proceeds from leasing and selling aircraft.

Level 3 valuations contain significant unobservable inputs.

See “Aircraft Valuation” below for further information.

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

We account for our unconsolidated equity method investment under the equity method of accounting.

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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).

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,

The fair value of our investments, which consist of debt and equity securities, is determined using quoted market prices for those securities that are traded in an active markets (Level 1), or using the income approach for those securities which there is no active market or where market data is limited (Level 3).

The fair value of our senior notes is estimated using quoted market prices (Level 1).

The fair value of all other secured and unsecured financings is estimated using a discounted cash flow analysis based on our current incremental borrowing rates for similar types of borrowing arrangements (Level 2).

The carrying amounts and fair values of our financial instruments at February 28, 2026 and 2025, were as follows:

Assets Carrying Amount

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Other investments, net 728 728 4,916 4,916

4,916 4,916 5,079 5,079

Liabilities Carrying Amount

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Credit Facilities $ 240,000 $ 240,000 $ 150,000 $ 150,000

Term Financings 509,104 513,161 883,451 885,139

Unsecured Term Loan 600,000 604,385 — —

Other Financings 114,177 107,299 509,104 513,161

Senior Notes 4,350,000 4,452,826 4,350,000 4,387,341

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(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.

During the year ended February 28, 2026, the Company recorded total impairment charges of $ 53.3 million.

This amount includes $ 35.9 million related to aircraft leased to 2 customers that filed for bankruptcy protection.

For these aircraft, the Company recognized $ 11.5 million of maintenance and lease rentals received in advance into revenue during the same period.

The remaining $ 17.4 million of impairment charges were primarily transaction-related, including aircraft and engine redeliveries, and also related to other flight equipment recorded within other assets that is subject to tear-down and parts sales programs.

For these items, the Company recognized $ 25.0 million of revenue related to maintenance, security deposits and the reversal of lease incentive liabilities during the year ended February 28, 2026.

Aircastle Limited and Subsidiaries

1 unchanged sentence

(Dollars in thousands, except per share amounts)

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.

Recoverability Assessment

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

We completed our annual recoverability assessment during the third quarter of fiscal year 2025.

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.

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.

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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,

The following table summarizes the activities for the Company’s flight equipment held for lease for the years ended February 28, 2026 and 2025:

Beginning balance

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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.

The Company filed claims against the reinsurers of the Russian airlines’ insurance, as well as under the Company’s contingent and possessed insurance policies (“C&P Policies”), seeking indemnification.

During the years ended February 28, 2025 and February 29, 2024, the Company received insurance settlement proceeds of $ 49.5 million and $ 43.2 million, respectively.

For the year ended February 28, 2025, the proceeds were recorded in other income and related to settlements under certain of the Company’s C&P Policies.

For the year ended

Aircastle Limited and Subsidiaries

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(Dollars in thousands, except per share amounts)

February 29, 2024, the proceeds were recorded within gain on sale or disposition of flight equipment and related to 4 aircraft formerly on lease to Joint Stock Company Aurora Airlines and Joint Stock Company Rossiya Airlines, resulting in the transfer of aircraft title to a Russian insurer.

In addition, during the year ended February 28, 2026, the Company recognized other income of $ 70.8 million related to settlement agreements with certain additional insurers under its C&P Policies.

The receipt of the insurance proceeds serves to mitigate, in part, the Company’s losses under its aviation insurance policies.

The Company continues to pursue recoveries from the remaining insurers;

however, the timing and amount of any additional 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.

Lease Rental Revenues

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(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.

At February 28, 2026 and 2025, the amounts of lease incentive liabilities recorded in maintenance payments on our consolidated balance sheets were $ 23.5 million and $ 34.8 million, respectively.

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,

At February 28, 2026 and 2025, our net investment in leases consisted of 14 aircraft.

During the year ended February 28, 2026, we sold 1 aircraft and acquired 1 aircraft, each of which were subject to sales-type leases.

The components of our net investment in leases at February 28, 2026 and 2025 were as follows:

Lease receivable $ 119,712 $ 121,202

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Net investment in leases, net $ 267,085 $ 257,249

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

As of February 28, 2026, future lease payments on net investment in leases were as follows:

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Difference between undiscounted lease payments and lease receivable $ 32,832

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

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,

The geographic concentration of our Net Book Value as of February 28, 2026 and 2025 was as follows:

Region Number of

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_______________

(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,

(1) We currently have 6 off-lease narrow-body aircraft that are being marketed for lease.

Of these aircraft, 4 were previously leased to a customer that filed for bankruptcy protection, and we expect these aircraft to remain off-lease for an extended period.

Of the remaining 2 aircraft, 1 aircraft was delivered on lease to a customer during the first quarter of fiscal year 2026 and the other aircraft is expected to be delivered on lease to a customer in the second quarter of fiscal year 2026.

The following table sets forth the net book value of our flight equipment attributable to individual countries that represent at least 10% of the net book value of flight equipment based on each lessee’s principal place of business as of:

Region Net Book

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India 1,161,997 14 % 4 1,046,978 14 % 3

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

The geographic concentration of our lease rental revenue earned from flight equipment held for lease was as follows:

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Total 100 % 100 % 100 %

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:

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Largest lessees by lease rental revenue 2 16 % 3 20 % 3 21 %

For the year ended February 28, 2026, total revenue attributable to the United States and India was 21 %, and 11 %, respectively.

Total revenue attributable to the United States included $ 60.1 million from gains on sale or disposition of flight equipment.

For the year ended February 28, 2025, total revenue attributable to the United States, Spain and India was 15 %, 10 % and 10 %, respectively.

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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.

Middle East Conflict

Recent armed conflicts and heightened geopolitical tensions in the Middle East have increased uncertainty regarding regional stability.

Military actions and retaliatory measures involving multiple parties in the region have disrupted, and may continue to disrupt, commercial aviation and related economic activity, including oil markets and trade flows.

We are closely monitoring the evolving conflict and related geopolitical developments.

While the ultimate impact on our business, financial condition and results of operations is currently uncertain, these hostilities have adversely affected, and an escalation or prolonged continuation of hostilities could continue to adversely affect, commercial aviation activity in the region, including through airspace closures, reduced flight operations, increased fuel and insurance costs, supply chain disruptions and broader macroeconomic effects.

These impacts could, in turn, negatively affect the financial condition and operating performance of airlines operating in, or flying through, the region, potentially resulting in lease restructurings, payment deferrals or defaults.

As of and for the year ended February 28, 2026, our airline customers located in the Middle East represented approximately 5 % of both our Net Book Value and lease rental revenue.

Although our exposure to the region is limited and diversified across lessees and aircraft types, a sustained deterioration in regional or economic conditions could nevertheless have an adverse effect on our business, financial condition and results of operations.

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Unconsolidated Equity Method Investment

We have an equity method investment with Mizuho Leasing which has 4 aircraft with a net book value of $ 146.5 million at February 28, 2026.

February 28/29,

Beginning balance $ 45,813 $ 42,710

Distributions from unconsolidated equity method investment ( 935 ) —

Earnings of unconsolidated equity method investment, net of tax 2,662 3,103

Ending balance $ 47,540 $ 45,813

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.

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

On May 15, 2025, the Company received $ 1.0 million from our equity method investee as full repayment of the aggregate principal amount outstanding under a loan agreement.

On August 18, 2025, we entered into a new loan agreement to provide our equity method investee with a $ 1.0 million unsecured loan facility, bearing interest at a rate of Term Secured Overnight Funding Rate (“SOFR”) (as defined in the loan agreement) plus 2 %.

The loan agreement had a one-year term and was fully repaid on December 15, 2025.

On March 27, 2026, we received a distribution of $ 16.1 million from our equity method investee.

Borrowings from Secured and Unsecured Debt Financings

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Secured Debt Financings:

Term Financings (1)

Other Financings (1)

$ 114,177 4 2.36 % to 4.14 %

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Senior Notes due 2031 500,000 5.75 % 10/01/31 500,000

Unsecured Term Loan 600,000 5.06 % 04/28/30 —

Revolving Credit Facilities 240,000 4.88 % to 5.63 %

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Total secured and unsecured debt financings, net of debt issuance costs and discounts $ 5,251,766 $ 4,955,390

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

_______________

(1) The borrowings under these financings at February 28, 2026 have a weighted-average fixed rate of interest of 3.11 %.

(2) Repaid at their final stated maturity date.

(2) Repaid on August 1, 2025 with no gain or loss on the early extinguishment of debt.

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.

Other Financings

On May 12, 2025, we repaid in full the $ 391.6 million outstanding principal amount of one of our term financings secured by 17 aircraft, and $ 5.5 million of accrued interest.

The secured term financing had a final stated maturity date of November 21, 2029.

We recognized a $ 3.0 million loss on the early extinguishment of debt related to the write-off of unamortized financing costs.

Unsecured Debt Financings:

Unsecured Term Loan

On April 28, 2025, Aircastle Advisor, LLC (“AALLC”), a wholly-owned subsidiary of the Company, entered into a credit agreement with the lender parties thereto (the “Unsecured Term Loan Credit Agreement”) providing for a $ 600.0 million unsecured term loan (the “Unsecured Term Loan”).

The Unsecured Term Loan bears interest at a floating rate under the Term SOFR (as defined in the Unsecured Term Loan Credit Agreement) plus 1.40 % per annum and matures on April 28, 2030.

Prior to April 28, 2026, the total credit commitment under the Unsecured Term Loan can be increased up to a maximum amount of $ 700.0 million.

The Unsecured Term Loan Credit Agreement contains, among other customary provisions, a $ 1.1 billion minimum net worth covenant, a 2.0 :1.0 minimum interest coverage ratio covenant, and a 1.25 :1.0 minimum unencumbered asset ratio.

The Company and Aircastle (Ireland) Designated Activity Company (“AIDAC”), a wholly-owned subsidiary of the Company, agreed to fully and unconditionally guarantee AALLC’s obligations under the Unsecured Term Loan Credit Agreement.

5.000 % Senior Notes due 2030

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

On July 17, 2025, the Company and AIDAC issued $ 650.0 million aggregate principal amount of 5.000 % Senior Notes due 2030 (the “ 5.000 % Senior Notes due 2030”) at an issue price of 99.306 %.

The Company’s and AIDAC’s obligations under the 5.000 % Senior Notes due 2030 are fully and unconditionally guaranteed by AALLC.

The 5.000 % Senior Notes due 2030 will mature on September 15, 2030, and bear interest at a rate of 5.00 % per annum, payable semi-annually on March 15 and September 15 of each year.

Revolving Credit Facilities

On January 30, 2026, we amended our $ 200.0 million revolving credit facility with Mizuho Marubeni Leasing America Corporation, a related party, to extend the maturity date from January 31, 2027 to January 30, 2029.

The facility bears interest at Term SOFR (as defined in the amendment to the credit agreement) plus 1.89 %.

This transaction was approved by our Audit Committee as an arm’s length transaction under our related party policy.

On February 9, 2026, we amended our $ 300.0 million revolving credit facility with Mizuho Bank Ltd., a related party, to extend the maturity date from February 7, 2027 to February 9, 2029.

The facility bears interest at Term SOFR (as defined in the amendment to the credit agreement) plus 1.20 %.

This transaction was approved by our Audit Committee as an arm’s length transaction under our related party policy.

As of February 28, 2026, we had $ 240.0 million in borrowings outstanding under our revolving credit facilities and had $ 1.9 billion available for borrowing.

AALLC Guarantees

In connection with AALLC entering into the Unsecured Term Loan Credit Agreement, AALLC agreed to fully and unconditionally guarantee (the “AALLC Guarantees”) the Company’s obligations under its revolving credit facilities and

Aircastle Limited and Subsidiaries

1 unchanged sentence

(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:

its outstanding unsecured senior notes (collectively, the “Existing Unsecured Debt”).

As a result of the AALLC Guarantees, the Unsecured Term Loan ranks pari passu in right of payment with the Existing Unsecured Debt.

Maturities of our secured and unsecured debt financings over the next five years and thereafter are as follows:

Year Ending February 28/29, Amount

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2029 1,323,598

2031 1,753,812

Thereafter 596,168

2 unchanged sentences

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.

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.

On March 17, 2025 and June 11, 2025, the Company paid common share dividends of $ 11.0 million and $ 30.8 million, respectively, which had been accrued as of February 28, 2025 and May 31, 2025, respectively.

Each 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 .

The Company paid semi‑annual preference share dividends of $ 10.5 million each on March 17, 2025, September 15, 2025, and March 17, 2026, which were accrued as of February 28, 2025, August 31, 2025, and February 28, 2026, respectively.

Each dividend was approved by the Company’s Board of Directors.

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.

We incurred fees from our Shareholders as part of intra-company service agreements totaling $ 8.3 million and $ 8.7 million during the years ended February 28, 2026 and 2025, 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.

See Note 7 for our loan agreement entered into with our equity method investee during the year ended February 28, 2026.

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

operations $ 27,253 $ 25,029 $ 21,172

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

On December 18, 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax Act (the “Bermuda CIT Act”), which imposes a 15% corporate income tax (the “Bermuda CIT”) effective for tax years beginning on or after January 1, 2025.

Accordingly, the Company is subject to the Bermuda CIT with respect to its fiscal year beginning March 1, 2025, and subsequent years.

As a result of the enactment of the Bermuda CIT Act, the Company now presents sources of income and the related components of the income tax provision by jurisdiction.

Historically, such information was presented on a U.S.

basis, as Bermuda was a zero‑rate jurisdiction in prior years.

Aircastle Limited and Subsidiaries

1 unchanged sentence

(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:

The table below summarizes income by jurisdiction, including from Bermuda, the United States and other jurisdictions, primarily Ireland.

Income from continuing operations before income taxes and earnings of unconsolidated equity method investment for the years ended February 28, 2026 and 2025, and February 29, 2024, were as follows:

Year Ended February 28/29,

2026 2025 2024

Bermuda $ 49,287 $ 53,649 $ 31,711

United States 22,867 27,253 25,029

Federal $ 2,069 $ 2,484 $ 5,671

State 771 2,249 1,667

Other 148,095 61,556 47,636

Income from continuing operations before income taxes and earnings of unconsolidated equity method investment $ 220,249 $ 142,458 $ 104,376

Our Bermuda, U.S., and Ireland-based aircraft-owning subsidiaries are subject to taxes in their respective jurisdictions.

Our non-U.S.-based aircraft-owning subsidiaries generally earn income from sources outside the United States and, as a result, typically are not subject to U.S.

federal, state or local income taxes.

The Company also has Irish, Singapore and U.S.-based subsidiaries that provide management services to our Bermuda, Irish and U.S.

aircraft owning subsidiaries, and are subject to taxes in their respective jurisdictions.

The table below presents the components of the income tax provision attributable to Bermuda, the United States and other jurisdictions, primarily Ireland.

The components of the income tax provision for the years ended February 28, 2026 and 2025, and February 29, 2024, consisted of the following:

Year Ended February 28/29,

2026 2025 2024

Bermuda $ 1,462 $ — $ —

United States 6,227 2,840 4,733

Other ( 19 ) 1,558 ( 1,521 )

Current income tax provision 7,670 4,398 3,212

Bermuda — — —

United States 1,304 3,548 6,535

Federal 3,536 5,415 ( 728 )

State 12 1,120 ( 341 )

14,002 13,518 14,759

Other 19,889 14,002 13,518

Deferred income tax 21,193 17,550 20,053

Total $ 28,863 $ 21,948 $ 23,265

Significant components of the Company’s deferred tax assets and liabilities at February 28, 2025 and February 29, 2024, consisted of the following:

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Upon adoption of ASU 2023-09, as described in Note 1, and enactment of the Bermuda CIT, as described above, the reconciliation of income taxes at the statutory rate to our provision for income taxes for the year ended February 28, 2026, was as follows:

Year Ended February 28, 2026

Statutory tax rate (Bermuda) $ 33,037 15.0 %

State and local income taxes, net of federal income tax effect — — %

Foreign tax effects:

Statutory tax rate difference ( 3,698 ) ( 1.7 ) %

Non-deductible interest expense 4,960 2.3 %

Other ( 3,598 ) ( 1.6 ) %

United States:

Statutory tax rate difference 1,372 0.6 %

State and local income tax, net of federal income tax effect (1)

Other 1,810 0.8 %

Change in valuation allowance (Bermuda) ( 5,914 ) ( 2.7 ) %

Other adjustments ( 25 ) — %

Total $ 28,863 13.1 %

_______________

(1) Primarily attributable to Connecticut state taxes.

The reconciliation of income taxes at the U.S.

federal statutory rate to our provision for income taxes for the years ended February 28, 2025 and February 29, 2024, presented in accordance with the guidance in effect prior to the adoption of ASU 2023-09, was as follows:

Year Ended February 28/29,

Amount As % Amount As %

Notional U.S.

federal income tax expense at the statutory rate:

$ 29,916 21.0 % $ 21,919 21.0 %

state and local income tax, net 1,086 0.8 % 1,098 1.0 %

Bermuda ( 11,233 ) ( 7.9 ) % ( 6,659 ) ( 6.4 ) %

Ireland 2,531 1.8 % 5,709 5.5 %

Singapore ( 10 ) — % ( 2 ) — %

Other low tax jurisdictions 54 — % 64 0.1 %

Non-deductible expenses in the U.S.

37 — % 29 — %

Other ( 433 ) ( 0.3 ) % 1,107 1.1 %

Provision for income taxes $ 21,948 15.4 % $ 23,265 22.3 %

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Cash paid for income taxes, net of refunds, during the year ended February 28, 2026, as presented in accordance with ASU 2023-09, was as follows:

Year Ended February 28, 2026

Bermuda $ 1,500

United States ( 47 )

Ireland ( 218 )

Total cash paid for income taxes, net of refunds $ 1,357

The significant components of the Company’s deferred tax assets and liabilities as of February 28, 2026 and 2025, consisted of the following:

Year Ended February 28,

Deferred tax assets:

9 unchanged sentences

Net deferred tax liabilities $ ( 140,503 ) $ ( 118,634 )

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.

The Company had $ 415.2 million of U.S.

federal net operating loss (“NOL”) carry forwards available at February 28, 2026 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 Bermuda CIT Act includes a provision that allows 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 $ 262.9 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.

A full valuation allowance of $ 262.9 million has been recognized against the Bermuda NOL 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.

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.

5 unchanged sentences

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

state and local income tax, net 1,086 1,098 928

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.

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.

2 unchanged sentences

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.

In the normal course of business, the

Aircastle Limited and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Company is subject to examination by taxing authorities throughout the world, including major jurisdictions such as Bermuda, 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.

3 unchanged sentences

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, 2026.

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.

On December 18, 2023, Bermuda enacted the Bermuda CIT Act, which imposes a 15% corporate income tax regime 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.

The Company has appropriately considered the impact of the Bermuda CIT and its impact on current and deferred income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States.

The OBBBA introduces an increased tax deduction for interest expense and a 100% bonus depreciation on U.S.

leased assets.

The OBBBA did not have a significant impact on our consolidated financial statements for the year ended February 28, 2026.

Interest, Net

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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:

Rent expense for office space leased in Stamford, Connecticut, Dublin, Ireland, and Singapore, $ 2.3 million, $ 1.9 million and $ 2.3 million for the years ended February 28, 2026 and 2025, and February 29, 2024, respectively.

As of February 28, 2026, future minimum lease payments under non-cancelable operating leases were as follows:

Year Ending February 28/29, Amount

1 unchanged sentence

Total $ 26,551

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

Total $ 771,676

Aircastle Limited and Subsidiaries

1 unchanged sentence

(Dollars in thousands, except per share amounts)

Other assets consisted of the following as of February 28, 2025 and February 29, 2024:

February 28/29,

As of February 28, 2026, we had commitments to acquire 17 aircraft for $ 829.5 million.

As of February 28, 2026, commitments, including $ 34.4 million of remaining progress payments, contractual price escalations and other adjustments for these aircraft, net of amounts already paid, were as follows:

Year Ending February 28/29, Amount

2027 $ 583,400

Total $ 829,526

Other assets consisted of the following as of February 28, 2026 and 2025:

Deferred income tax asset $ 6,556 $ 78

6 unchanged sentences

Deferred rent receivable, net (2)

20,086 15,825

Investments, at fair value (3)

4 unchanged sentences

(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.

(2) Net of an allowance for credit losses as of February 28, 2025 – see Note 15.

(3) See Note 2.

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:

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, 2026 and 2025, were as follows:

Net Investment in Leases, net

4 unchanged sentences

$ 7,714 $ 3,209 $ 2,146 $ 13,069

Provision for credit losses 6,726 3,209 2,146 12,081

Provision (benefit) for credit losses ( 300 ) 890 8,125 8,715

Write-offs ( 612 ) — — ( 612 )

1 unchanged sentence

$ 6,802 $ 4,099 $ 10,271 $ 21,172

Provision for credit losses ( 300 ) 890 8,125 8,715

Provision (benefit) for credit losses ( 357 ) — 300 ( 57 )

Write-offs ( 346 ) ( 4,099 ) ( 10,571 ) ( 15,016 )

1 unchanged sentence

$ 6,099 $ — $ — $ 6,099

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.

Aircastle Limited and Subsidiaries

1 unchanged sentence

(Dollars in thousands, except per share amounts)

During the year ended February 28, 2026, the allowance for credit losses related to our other investments and deferred rent receivables was written off, as the associated customer filed for bankruptcy protection.

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,

Accounts payable, accrued expenses and other liabilities consisted of the following as of February 28, 2026 and 2025:

Accounts payable and accrued expenses $ 54,605 $ 51,889

4 unchanged sentences

Lease discounts, net of accumulated amortization of $ 37,943 and $ 21,707 , respectively

91,846 47,944

Total accounts payable, accrued expenses and other liabilities $ 381,274 $ 295,132

12 unchanged sentences

Dane Silverman

/s/ Takayuki Sakakida Chairman of the Board April 23, 2025

Takayuki Sakakida

/s/ Tomoaki Ogasawara Chairman of the Board April 21, 2026

Tomoaki Ogasawara

/s/ Douglas A.

Hacker Director April 21, 2026

/s/ Yasuhiko Hashimoto Director April 21, 2026

Yasuhiko Hashimoto

/s/ Naoshi Hirose Director April 21, 2026

Naoshi Hirose

/s/ Keiji Okuno Director April 23, 2025

/s/ Satoshi Irie Director April 21, 2026

/s/ Charles W.

Pollard Director April 21, 2026

/s/ Takashi Tsunoda Director April 23, 2025

Takashi Tsunoda

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

What changed 10-K

Item 9A. Controls and Procedures