UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of

ofThe ~~the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January 31~~April 23, 2025

Aircastle ~~AIRCASTLE LIMITED~~ Limited

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Bermuda

~~001-32959~~

~~98-0444035~~

001-32959

98-0444035

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

c/o Aircastle Advisor LLC, 201 Tresser Boulevard, Suite 400, Stamford, Connecticut

06901

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (203) 504-1020


c/o Aircastle Advisor LLC, 201 Tresser Boulevard, Suite 400
Stamford
Connecticut						06901
(Address of principal executive offices)						(Zip Code)

~~(Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since~~code ~~Last Report~~(203): ~~N/A~~504-1020

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~report.)

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchangeon Which Registered N/A N/A N/A

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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~January 31~~April 23, 2025, Aircastle Limited ~~(“Aircastle”)~~announced ~~and~~financial ~~Aircastle~~results ~~(Ireland)~~for ~~Designated~~its ~~Activity~~fourth ~~Company,~~quarter aand ~~wholly-owned~~full ~~subsidiary~~year ofended ~~Aircastle (together with Aircastle~~February 28, ~~the “Issuers”)~~2025, ~~issued~~as ~~$500 million~~described ~~aggregate~~in ~~principal amount of~~ the ~~Issuers’~~press ~~5.250%~~release ~~Senior~~furnished ~~Notes~~hereto ~~due 2030 (the “Notes”) pursuant to an Indenture, dated~~ as ofExhibit ~~January 31, 2025 (the “Indenture”), among the Issuers and Computershare Trust Company, N~~99.A.1, aswhich ~~trustee~~is ~~for~~incorporated ~~the~~herein ~~Notes.~~by reference.

The ~~Notes~~information ~~will~~furnished ~~mature~~pursuant onto ~~March 15,~~this ~~2030.~~Current ~~Interest~~Report on Form 8-K, including the ~~Notes~~exhibit ~~will~~hereto, shall not be ~~payable~~deemed ~~semi-annually~~“filed” infor ~~arrears~~purposes onof ~~March 15~~Section ~~and~~18 ~~September 15,~~of ~~beginning~~the onSecurities ~~September 15~~Exchange Act of 1934, ~~2025~~as amended (the “Exchange Act”), ator aotherwise ~~rate~~subject ofto ~~5.250%~~the ~~per~~liabilities ~~annum.~~of ~~The~~that ~~Issuers~~section, ~~intend~~nor toshall ~~use~~it ~~the~~be ~~net~~incorporated ~~proceeds~~by ~~from~~reference ~~the~~into ~~sale~~any of the ~~Notes~~Company’s ~~for~~filings ~~general~~under ~~corporate~~the ~~purposes~~Securities Act of 1933, ~~which~~as ~~may~~amended, ~~include~~or the ~~acquisition~~Exchange ~~of aircraft~~Act, asunless ~~well~~expressly asset ~~refinancing~~forth aas ~~portion~~being ofincorporated ~~the~~by ~~Issuers’~~reference ~~existing~~into ~~indebtedness.~~such filing.

~~Prior~~Item to February 15, 2030 (one month prior to maturity), the Issuers may redeem the Notes, in whole or in part, at any time and from time to time, by paying a specified “make-whole” premium, plus accrued and unpaid interest, if any, to, but not including, the redemption date9.01 OnFinancial ~~and~~Statements ~~after February 15, 2030 (one month prior to maturity), the Issuers may redeem the Notes, in whole or in part, at any time~~ and ~~from time to time, at a redemption price of 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date~~Exhibits.

~~If a Change of Control Triggering Event~~ (~~as defined in the Indenture~~d) occurs, the Issuers will be required to make an offer to repurchase each holder’s Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. Exhibits

The Indenture contains covenants that, among other things, restrict Aircastle and its subsidiaries’ (subject to certain exceptions) ability to incur liens that secure obligations under indebtedness for borrowed money or capitalized lease obligations. The Indenture also contains a covenant that restricts each of the Issuers from consolidating, amalgamating or merging into or selling or otherwise disposing of all or substantially all of its respective assets to any person (subject to certain exceptions).



Exhibit No.						Description

99.1						Press Release dated April 23, 2025, issued by Aircastle Limited
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The Indenture also provides for customary events of default, including non-payment of principal, interest or premium, failure to comply with covenants, and certain bankruptcy or insolvency events.

The foregoing is qualified in its entirety by reference to the Indenture, attached as Exhibit 4.1 hereto and incorporated herein by reference.

The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom.

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 8.01 Other Events

On January 28, 2025, Aircastle issued a press release announcing the pricing of the offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

ExhibitNumber		Description
4.1		Indenture, dated as of January 31, 2025, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee
4.2		Form of 5.250% Senior Notes due 2030 (included in Exhibit 4.1)
99.1		Press release issued by Aircastle Limited, dated January 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ ~~Christopher~~Sarah L.Clarkin ~~Beers~~Sarah ~~Name:~~Clarkin ~~Christopher L. Beers Title:~~ Chief Legal Officer and Secretary

Date: ~~January 31~~April 24, 2025

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