UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On May 20, 2026, Aircastle Advisor LLC (the “Borrower”), a wholly owned subsidiary of Aircastle Limited (the “Company”), entered into a Credit Agreement among the Borrower, Fifth Third Bank, National Association, Industrial and Commercial Bank of China Limited, New York Branch, The Huntington National Bank and PNC Capital Markets LLC, as joint lead arrangers, the lenders party thereto from time to time, Fifth Third Bank, National Association, as agent (the “Credit Agreement”). The Credit Agreement provides for a five-year unsecured term loan in the amount of $375,000,000, with an option to increase the aggregate loan amount to $425,000,000 during the first six months of the term. The obligations of the Borrower under the Credit Agreement are guaranteed by the Company, and the Company’s subsidiary Aircastle Ireland Designated Activity Company will also provide a guarantee in respect of the obligations of the Borrower under the Credit Agreement. The loans under the Credit Agreement will bear interest at Term SOFR plus 1.30%.
The Credit Agreement contains certain usual and customary affirmative and negative covenants for transactions of this type, which include, among others: limitations on additional indebtedness, liens, mergers, investments, restricted payments, transactions with affiliates, the entry into certain restrictive agreements and asset sales; and requirements to provide certain financial statements and other information.
The Credit Agreement also contains usual and customary events of default, including, among others: non-payment of principal, interest, fees and other amounts; material breach of a representation or warranty; non-performance of covenants and obligations; default on other material debt; bankruptcy or insolvency; and material judgments, in each case, subject to customary conditions and applicable cure periods.
The foregoing is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit |
Description | |
| 10.11 | Credit Agreement, dated as of May 20, 2026, among Aircastle Advisor LLC, as borrower, Fifth Third Bank, National Association, Industrial and Commercial Bank of China Limited, New York Branch, The Huntington National Bank and PNC Capital Markets LLC, as joint lead arrangers, the lenders party thereto from time to time, Fifth Third Bank, National Association, as agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| 1 | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIRCASTLE LIMITED | ||
| (Registrant) | ||
| By: | /s/ Sarah Clarkin | |
| Name: | Sarah Clarkin | |
| Title: | Chief Legal Officer and Secretary | |
Date: May 29, 2026