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): ~~April 28~~July 10, 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 TradingSymbol 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 ~~April~~July 2810, 2025, Aircastle ~~Advisor LLC (the “Borrower”), a wholly owned subsidiary of Aircastle~~ Limited ~~(the~~announced ~~“Company”),~~financial ~~entered~~results ~~into~~for aits ~~Credit~~first ~~Agreement~~quarter ~~among~~ended ~~the Borrower~~May 31, ~~MUFG Bank~~2025, ~~Ltd. and Sumitomo Mitsui Trust Bank, Limited, New York Branch,~~ as ~~joint~~described ~~lead~~in ~~arrangers,~~ the ~~lenders~~press ~~party~~release ~~thereto~~furnished ~~from~~hereto ~~time to time, MUFG Bank, Ltd.,~~ as ~~agent,~~Exhibit ~~and Industrial and Commercial Bank of China Limited, New York Branch, as senior managing agent (the “Credit Agreement”)~~99. ~~The Credit Agreement provides for a five-year unsecured term loan in the amount of $600~~1,~~000,000,~~ ~~with~~which anis ~~option~~incorporated toherein ~~increase the aggregate loan amount to $700,000,000 during the first year 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~~reference. ~~The loans under the Credit Agreement will bear interest at Term SOFR plus 1.40%.~~

The ~~Credit~~information ~~Agreement~~furnished ~~contains~~pursuant ~~certain~~to ~~usual~~this ~~and~~Current ~~customary~~Report ~~affirmative~~on ~~and~~Form ~~negative~~8-K, ~~covenants~~including the exhibit hereto, shall not be deemed “filed” for ~~transactions~~purposes of ~~this~~Section ~~type~~18 of the Securities Exchange Act of 1934, ~~which~~as ~~include~~amended (the “Exchange Act”), ~~among~~or ~~others:~~otherwise ~~limitations~~subject onto ~~additional~~the ~~indebtedness,~~liabilities ~~liens,~~of ~~mergers,~~that ~~investments~~section, ~~restricted~~nor ~~payments,~~shall ~~transactions~~it ~~with~~be ~~affiliates,~~incorporated ~~the~~by ~~entry~~reference into ~~certain~~any ~~restrictive~~of ~~agreements~~the ~~and~~Company’s ~~asset~~filings ~~sales;~~under ~~and~~the ~~requirements~~Securities toAct ~~provide~~of ~~certain~~1933, ~~financial~~as ~~statements~~amended, ~~and~~or ~~other~~the ~~information.~~Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

~~The~~Item ~~Credit~~9.01 ~~Agreement~~Financial ~~also~~Statements ~~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 periodsExhibits.

~~The~~(d) ~~foregoing is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.1 hereto and incorporated herein by reference.~~ Exhibits

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant



Exhibit No.						Description

99.1						Press Release dated July 10, 2025, issued by Aircastle Limited
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information included in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

ExhibitNumber		Description
10.1*		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.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* 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 2~~July 10, 2025

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