AYR / Aircastle Ltd. - SEC Filings, Annual Report, Proxy Statement

Aircastle Ltd.
US ˙ NYSE
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
LEI 549300PNK8AKY3OIKP58
CIK 1362988
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Aircastle Ltd.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
July 17, 2025 EX-4.1

AIRCASTLE LIMITED, as Parent, AIRCASTLE (IRELAND) DESIGNATED ACTIVITY COMPANY, as AIDAC, AIRCASTLE ADVISOR LLC, as a Guarantor COMPUTERSHARE TRUST COMPANY, N.A., as Trustee Dated as of July 17, 2025 5.000% Senior Notes due 2030

EX-4.1 Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Parent, AIRCASTLE (IRELAND) DESIGNATED ACTIVITY COMPANY, as AIDAC, AIRCASTLE ADVISOR LLC, as a Guarantor and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 17, 2025 5.000% Senior Notes due 2030 TABLE OF CONTENTS1 Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. DEFINITIONS 1 SE

July 17, 2025 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 17, 2025 EX-99.1

Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of 5.000% Senior Notes Due 2030

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of 5.000% Senior Notes Due 2030 STAMFORD, Conn., July 14, 2025/PRNewswire/ — Aircastle Limited (“Aircastle”) announced today that it and its wholly-owned subsidiary, Aircastle (Ireland) Designated Activity Company (together with Aircastle, the “Issuers”), priced $650 million aggregate

July 10, 2025 EX-4.7

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. *

Exhibit 4.7 Executed Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of April 28, 2025, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company, a designated activity company incorporated in Ireland (together with the Company, the “Issuers” and, each an “Issuer”), Aircastle Advisor LLC (the “N

July 10, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Exac

July 10, 2025 EX-4.5

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. *

Exhibit 4.5 Executed Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of April 28, 2025, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle Advisor LLC (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) under the indenture referr

July 10, 2025 EX-99.1

Aircastle Announces First Quarter 2025 Results

July 10, 2025 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 jconnelly@aircastle.

July 10, 2025 EX-4.3

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. *

Exhibit 4.3 Executed Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of April 28, 2025, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle Advisor LLC (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as successor trustee to Wells Fargo Bank, National Association (in such

July 10, 2025 EX-4.6

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. *

Exhibit 4.6 Executed Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of April 28, 2025, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle Advisor LLC (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as successor trustee to Wells Fargo Bank, National Association (in such

July 10, 2025 EX-4.2

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. *

Exhibit 4.2 Executed Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of April 28, 2025, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle Advisor LLC (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) under the indenture referr

July 10, 2025 EX-4.4

Guarantee Supplemental Indenture (5.250% Senior Notes due 2025), dated as of April 28, 2025, among Aircastle Limited, Aircastle Advisor LLC and Computershare Trust Company, N.A., as trustee. *

Exhibit 4.4 Executed Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of April 28, 2025, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle Advisor LLC (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as successor trustee to Wells Fargo Bank, National Association (in such

July 10, 2025 EX-4.8

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. *

Exhibit 4.8 Executed Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of April 28, 2025, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company, a designated activity company incorporated in Ireland (together with the Company, the “Issuers” and, each an “Issuer”), Aircastle Advisor LLC (the “N

July 10, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 10, 2025 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numb

May 2, 2025 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Number

May 2, 2025 EX-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.

Exhibit 10.1 Execution Version CREDIT AGREEMENT by and 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 hereto from time to time, MUFG BANK, LTD., as Agent, and INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as Senior Managing Agent Dated as of April 28, 2025 TABLE OF CON

April 24, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2025 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Num

April 24, 2025 EX-99.1

______________________ (1) Refer to the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for additional information. (2) Refer to the selected financial information accompanying this press release for a reconc

(1) Refer to the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for additional information.

April 23, 2025 EX-10.30

Amendment No. 24 to Purchase Agreement COM0270-15, dated as of January 6, 2025 (Amendment No. 24), by and between Aircastle Holding Corporation and Embraer S.A. * ** ØØ

Exhibit 10.30 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 24 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 24 [COM0815-24] (“Amendment No. 24”) dated as of January 6, 2025 is between EMBRAER S.A. ("Embraer") and

April 23, 2025 EX-21.1

Subsidiaries of the Subsidiaries of the Registrant. *

Exhibit 21.1 Subsidiaries of Aircastle Limited As of February 28, 2025 Name of Subsidiary Jurisdiction 1. ACS 2007-1 Limited Bermuda 2. ACS 2008-1 Limited Bermuda 3. AHCL Two Limited Bermuda 4. Aircastle (Ireland) Designated Activity Company Ireland 5. Aircastle Advisor (International) Limited Bermuda 6. Aircastle Advisor (Ireland) Limited Ireland 7. Aircastle Advisor Asia Pacific Limited Bermuda

April 23, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 28, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCASTLE LIMITED (Exact n

January 31, 2025 EX-99.1

Aircastle Announces Pricing of $500 Million Aggregate Principal Amount of 5.250% Senior Notes Due 2030

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $500 Million Aggregate Principal Amount of 5.250% Senior Notes Due 2030 STAMFORD, Conn., January 28, 2025/PRNewswire/ - Aircastle Limited (“Aircastle”) announced today that it and its wholly-owned subsidiary, Aircastle (Ireland) Designated Activity Company (together with Aircastle, the “Issuers”), priced $500 million aggregate princ

January 31, 2025 EX-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

Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Parent, AIRCASTLE (IRELAND) DESIGNATED ACTIVITY COMPANY, as AIDAC, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of January 31, 2025 5.250% Senior Notes due 2030 TABLE OF CONTENTS1 Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opi

January 31, 2025 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Numb

January 15, 2025 EX-99.1

________________________________________ (1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers. January 10, 2025 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Conne

EX-99.1 2 ayrq32024earningsrelease.htm AIRCASTLE Q3 2024 EARNINGS RELEASE (1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers. January 10, 2025 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 [email protected] Aircastle Announces Third Quarte

January 15, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2025 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

January 10, 2025 EX-10.1

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). ** ØØ #

Exhibit 10.1 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AIRCASTLE ADVISOR LLC RETIREMENT AND CONSULTING AGREEMENT Date: October 18, 2024. Executive: Christopher L. Beers (“Mr. Beers”). Company: Aircastle Advisor LLC (the “Company”

January 10, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED

October 22, 2024 EX-99.1

FOR IMMEDIATE RELEASE Aircastle Announces Chief Legal Officer Succession Stamford, CT. October 22, 2024 — Aircastle Limited (“Aircastle” or “the Company”) announced today the retirement of Christopher Beers as Chief Legal Officer effective February 2

FOR IMMEDIATE RELEASE Aircastle Announces Chief Legal Officer Succession Stamford, CT.

October 22, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 22, 2024 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

October 10, 2024 EX-4.16

Guarantee Supplemental Indenture (2.850% 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 4.16 to the Company’s Quarterly Report on Form 10-Q filed on October 10, 2024).

Exhibit 4.16 Execution Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of July 18, 2024, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as successor trustee to Wells Fargo Bank, Na

October 10, 2024 EX-10.1

Amendment No. 23 to Purchase Agreement COM0270-15, dated as of July 23, 2024 (Amendment No. 23), 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 October 10, 2024). ** ØØ

Exhibit 10.1 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 23 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 23 (COM0404-24), dated as of July 23, 2024 (“Amendment No. 23”), is between EMBRAER S.A. ("Embraer" or "S

October 10, 2024 EX-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).

Exhibit 4.12 Execution Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of July 18, 2024, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”)

October 10, 2024 EX-4.14

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).

Exhibit 4.14 Execution Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of July 18, 2024, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as successor trustee to Wells Fargo Bank, Na

October 10, 2024 EX-99.1

________________________________________ (1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers. October 10, 2024 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Conne

(1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers.

October 10, 2024 EX-4.15

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).

Exhibit 4.15 Execution Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of July 18, 2024, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”)

October 10, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 10, 2024 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

October 10, 2024 EX-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).

Exhibit 4.13 Execution Version GUARANTEE SUPPLEMENTAL INDENTURE (this “Guarantee Supplemental Indenture”), dated as of July 18, 2024, among Aircastle Limited, a Bermuda exempted company (the “Company”), Aircastle (Ireland) Designated Activity Company (the “New Subsidiary Guarantor”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as successor trustee to Wells Fargo Bank, Na

October 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (E

July 18, 2024 EX-4.1

Indenture, 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 4.1 to the Company’s Current Report on Form 8-K filed on July 18, 2024).

Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Parent, AIRCASTLE (IRELAND) DESIGNATED ACTIVITY COMPANY, as AIDAC, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 18, 2024 5.750% Senior Notes due 2031 TABLE OF CONTENTS1 Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinio

July 18, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 18, 2024 EX-99.1

Aircastle Announces Pricing of $500 Million Aggregate Principal Amount of 5.750% Senior Notes Due 2031

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $500 Million Aggregate Principal Amount of 5.750% Senior Notes Due 2031 STAMFORD, Conn., July 15, 2024 /PRNewswire/ — Aircastle Limited (“Aircastle”) announced today that it and its wholly-owned subsidiary, Aircastle (Ireland) Designated Activity Company (together with Aircastle, the “Issuers”), priced $500 million aggregate princip

July 11, 2024 EX-99.1

________________________________________ (1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers. July 11, 2024 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC James Connel

(1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers.

July 11, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 11, 2024 Aircastle Limited (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 11, 2024 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numb

July 11, 2024 EX-10.1

, 2024 (Amendment No. 22), by and between Aircastle Holding Corporation and Embraer S.A. * ** ØØ

Exhibit 10.1 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 22 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 22 (COM0159-24), dated as of May 28th, 2024 (“Amendment No. 22”), is between EMBRAER S.A. ("Embraer S.A."

July 11, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Exac

June 10, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 7, 2024 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numbe

April 25, 2024 EX-10.39

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. *

Execution Version SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT by and among AIRCASTLE LIMITED, as Borrower, CITIBANK, N.

April 25, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 29, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCASTLE LIMITED (Exact n

April 25, 2024 EX-21.1

Subsidiaries of the Subsidiaries of the Registrant. *

EX-21.1 3 ayrq4202310-kex211.htm SUBSIDIARIES OF AIRCASTLE LIMITED Exhibit 21.1 Subsidiaries of Aircastle Limited As of February 29, 2024 Name of Subsidiary Jurisdiction 1. ACS 2007-1 Limited Bermuda 2. ACS 2008-1 Limited Bermuda 3. ACS 2016 Funding (Bermuda) Limited Bermuda 4. ACS 2016 Funding (Ireland) Limited Ireland 5. ACS Aircraft Finance Ireland 2 Limited Ireland 6. ACS Aircraft Finance Irel

April 8, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 8, 2024 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numb

February 12, 2024 EX-99.1

FOR IMMEDIATE RELEASE Aircastle Increases Revolving Credit Facility Capacity to $2.1 Billion Stamford, CT. February 12, 2024 — Aircastle Limited (“Aircastle” or “the Company”) announced that it amended and extended all of its existing revolving credi

FOR IMMEDIATE RELEASE Aircastle Increases Revolving Credit Facility Capacity to $2.

February 12, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 8, 2024 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

January 22, 2024 EX-99.1

Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of Senior Notes

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of Senior Notes STAMFORD, Conn., January 17, 2024 /PRNewswire/ — Aircastle Limited (“Aircastle”) announced today the pricing of $650 million aggregate principal amount of its 5.950% Senior Notes due 2029 (the “Notes”) at an issue price of 99.391%. Aircastle plans to use the net proceeds of the

January 22, 2024 EX-4.1

Indenture, dated as of January 22, 2024, between Aircastle Limited 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 22, 2024).

Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Company, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of January 22, 2024 5.950% Senior Notes due 2029 TABLE OF CONTENTS1 Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 17 SECTION 103. Form of Documents Delivered to Trust

January 22, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Numb

January 11, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED

October 12, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 11, 2023 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

October 12, 2023 EX-99.1

October 11, 2023 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 [email protected] Aircastle Announces Second Quarter 2023 Results Highlights for the Three Months Ended

October 11, 2023 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 jconnelly@aircastle.

October 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (E

October 10, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 5, 2023 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Nu

July 18, 2023 EX-99.1

Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of Senior Notes

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of Senior Notes STAMFORD, Conn., July 13, 2023 /PRNewswire/ — Aircastle Limited (“Aircastle”) announced today the pricing of $650 million aggregate principal amount of its 6.500% Senior Notes due 2028 (the “Notes”) at an issue price of 99.815%. Aircastle plans to use the net proceeds o

July 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 AIRCASTLE LIMITED (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 18, 2023 EX-4.1

Indenture, dated as of July 18, 2023, between Aircastle Limited 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 18, 2023).

EX-4.1 Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Company, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 18, 2023 6.500% Senior Notes due 2028 TABLE OF CONTENTS1 Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 17 SECTION 103. Form of Documents Delivered to T

July 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Exac

July 12, 2023 EX-10.1

Amendment No. 19 to Purchase Agreement COM0270-15, dated as of April 18, 2023 (Amendment No. 19), 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 July 12, 2023). ** ØØ

Exhibit 10.1 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 19 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 19 (COM0110-23), dated as of April 18th, 2023 (“Amendment No. 19”), is between Embraer S.A. ("Embraer" or

July 7, 2023 EX-10.1

Subscription Agreement, dated July 5, 2023, by and among Aircastle Limited, MM Air Ltd. and Marubeni Aviation Holdings Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023).

exhibit101aircastle-subs Exhibit 10.1 Legal – 22859030.3 Subscription Agreement (1) AIRCASTLE LIMITED (2) MM AIR LTD (3) MARUBENI AVIATION HOLDING COÖPERATIEF U.A. Conyers Dill & Pearman Limited Bermuda conyers.com SUBSCRIPTION AGREEMENT conyers.com | 2 THIS AGREEMENT is dated July 5, 2023 BETWEEN: AIRCASTLE LIMITED, an exempted company incorporated in Bermuda having its registered office at Clare

July 7, 2023 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 5, 2023 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numbe

April 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2023 Aircastle Limited (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2023 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Num

April 27, 2023 EX-99.1

________________________________________ (1) Refer to the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for additional information. for additional information. (2) Refer to the selected financial informatio

aircastleannouncesfourth (1) Refer to the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for additional information.

April 25, 2023 EX-10.51

Amendment Agreement to the Sixth Amended and Restated Credit Agreement, dated as of September 8 , 2022, 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. * ØØ

Amendment Agreement This Amendment Agreement is dated as of September 8, 2022 (this “Amendment Agreement”) by and among each of the Lenders party to the Existing Credit Agreement (as defined below), BMO Harris Bank N.

April 25, 2023 EX-10.50

Sixth Amended and Restated Credit Agreement, dated as of April 26, 2021, 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. * ØØ

ayrq4202210-kex1050 Execution Version SIXTH AMENDED AND RESTATED CREDIT AGREEMENT by and among AIRCASTLE LIMITED, as Borrower, CITIBANK, N.

April 25, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 28, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCASTLE LIMITED (Exact n

April 25, 2023 EX-21.1

Subsidiaries of the Subsidiaries of the Registrant. *

Exhibit 21.1 Subsidiaries of Aircastle Limited As of February 28, 2023 Name of Subsidiary Jurisdiction 1. ACS 2007-1 Limited Bermuda 2. ACS 2008-1 Limited Bermuda 3. ACS 2016 Funding (Bermuda) Limited Bermuda 4. ACS 2016 Funding (Ireland) Limited Ireland 5. ACS Aircraft Finance Ireland 2 Limited Ireland 6. ACS Aircraft Finance Ireland 3 Limited Ireland 7. AHCL Two Limited Bermuda 8. AYR Bermuda Li

January 17, 2023 EX-99.1

Aircastle Appoints Paul O’Callaghan as Chief Operations Officer Effective March 1, 2023

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Appoints Paul O’Callaghan as Chief Operations Officer Effective March 1, 2023 Stamford, CT. January 15, 2023 — Aircastle Limited (“Aircastle”) announced today the appointment of Paul O’Callaghan as Chief Operations Officer effective March 1, 2023. Mr. O’Callaghan is currently Aircastle's EVP of Portfolio Management, a role he has held since May 2014. He

January 17, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 17, 2023 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

January 12, 2023 EX-10.1

Amendment No. 18 to Purchase Agreement COM0270-15, dated as of December 8, 2022 (Amendment No. 18), 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 12, 2023). ** ØØ

Exhibit 10.1 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 18 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 18 (COM0194-21), dated as of December 8, 2022 (“Amendment No. 18”), is between Embraer S.A. ("Embraer" or

January 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED

January 12, 2023 EX-99.1

________________________________________ (1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers. January 12, 2023 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Conne

(1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers.

January 12, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 12, 2023 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

October 17, 2022 EX-99.1

________________________________________ (1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers. Exhibit 99.1 October 12, 2022 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor

(1) Refer to the selected financial information accompanying this press release for a reconciliation of GAAP to Non-GAAP numbers.

October 17, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 12, 2022 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

October 12, 2022 EX-10.1

Amendment No. 17 to Purchase Agreement COM0270-15, dated as of August 24, 2022 (Amendment No. 17), 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 October 12, 2022). ** ØØ

Exhibit 10.1 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 17 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 17 (COM0270-22), dated as of August 24, 2022 (?Amendment No. 17?), is among Embraer S.A., as successor of

October 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (E

September 27, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 27, 2022 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File

September 13, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2022 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File

September 13, 2022 EX-99.1

Aircastle Announces Increase of Revolving Credit Facility to $1 billion

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Increase of Revolving Credit Facility to $1 billion STAMFORD, Conn., September 12, 2022- Aircastle Limited (?Aircastle?) announced today that it increased the size of its unsecured revolving credit facility to $1 billion from $900 million by way of a $100 million commitment from BMO Harris Bank N.A. (?BMO?). The facility expires in April 2025

August 24, 2022 EX-99.1

Aircastle Appoints Roy Chandran as Chief Financial Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Appoints Roy Chandran as Chief Financial Officer Stamford, CT. August 24, 2022 ? Aircastle Limited (?Aircastle? or ?the Company?) announced today the appointment of Roy Chandran as Chief Financial Officer as of September 1, 2022. On July 28, 2022, the Company had announced the resignation of Aaron Dahlke, as Chief Financial Officer, and that Mr. Chandra

August 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 24, 2022 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Nu

July 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2022 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numb

July 28, 2022 EX-99.1

Aaron Dahlke To Resign as Aircastle Chief Financial Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Aaron Dahlke To Resign as Aircastle Chief Financial Officer Stamford, CT. July 28, 2022 ? Aircastle Limited (?Aircastle? or ?the Company?) announced today that Chief Financial Officer, Aaron Dahlke, will resign from the Company to pursue another opportunity outside of the industry. Mr. Dahlke has accepted the role of Vice President for Finance & Administration /

July 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Exac

April 28, 2022 EX-10.43

Amendment No. 7 to Letter Agreement COM0270-15, dated as of December 3, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ

Exhibit 10.43 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 7 TO LETTER AGREEMENT COM0270-15 This Amendment No. 7 COM0459-21 (the "Amendment No. 7") dated as of December 03, 2021 is between Embraer S.A. ("Embraer") a co

April 28, 2022 EX-10.36

Amendment No. 16 to Purchase Agreement COM0270-15, dated as of February 9, 2022, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ

Exhibit 10.36 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 16 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 16 (COM0611-21), dated as of February 09th, 2022 (?Amendment No. 16?), is among Embraer S.A., as success

April 28, 2022 EX-10.35

Amendment No. 15 to Purchase Agreement COM0270-15, dated as of December 3, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ

Exhibit 10.35 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 15 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 15 COM0439-21, dated as of December 03, 2021 (?Amendment No. 15?), is between Embraer S.A. ("Embraer") a

April 28, 2022 EX-10.34

Amendment No. 14 to Purchase Agreement COM0270-15, dated as of September 17, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ

Exhibit 10.34 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 14 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 14 COM0238-21, dated as of September 17, 2021 (?Amendment No. 14?), is between Embraer S.A. ("Embraer")

April 28, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 28, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCASTLE LIMITED (Exact n

April 28, 2022 EX-21.1

Subsidiaries of the Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Aircastle Limited As of February 28, 2022 Name of Subsidiary Jurisdiction 1. ACS 2007-1 Limited Bermuda 2. ACS 2008-1 Limited Bermuda 3. ACS 2016 Funding (Bermuda) Limited Bermuda 4. ACS 2016 Funding (Ireland) Limited Ireland 5. ACS Aircraft Finance Ireland 2 Limited Ireland 6. ACS Aircraft Finance Ireland 3 Limited Ireland 7. AHCL Two Limited Bermuda 8. AYR Bermuda Li

April 28, 2022 EX-10.33

Amendment No. 13 to Purchase Agreement COM0270-15, dated as of September 2, 2021, by and between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on April 28, 2022). ØØ

Exhibit 10.33 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 13 COM0239-21, dated as of September 02, 2021 (?Amendment No. 13?), is between Embraer S.A. ("Embraer")

February 28, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2022 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File

January 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 13, 2022 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

January 14, 2022 EX-99.1

1 Exhibit 99.1 January 13, 2022 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 [email protected] Aircastle Announces Third Quarter 2021 Results Lease Rental Revenues up

1 Exhibit 99.1 January 13, 2022 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 [email protected] Aircastle Announces Third Quarter 2021 Results Lease Rental Revenues up 13% vs Second Quarter 2021 Cash Flows Improved 118% vs 2020 Delivered Two Embraer E2 Aircraft to KLM Cityhopper Key Financial Metrics for the Three M

January 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED

October 14, 2021 EX-99.1

Aircastle Announces Second Quarter 2021 Results Completed Four A320neo Aircraft Deliveries to Frontier Airlines Closed $400 million 5.25% Preference Share Issue

EX-99.1 2 q221earningspressreleasefi.htm EX-99.1 Exhibit 99.1 October 13, 2021 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Jim Connelly, SVP ESG & Corporate Communications Tel: +1-203-504-1871 [email protected] Aircastle Announces Second Quarter 2021 Results Completed Four A320neo Aircraft Deliveries to Frontier Airlines Closed $400 million 5.25% Preference Share Issue Key Financial

October 14, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 13, 2021 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

October 13, 2021 EX-10.4

Amendment No. 11 to Purchase Agreement COM0270-15, dated as of December 4, 2020, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ

Exhibit 10.4 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 11 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 11 COM0375-20 (the "Amendment No. 11"), dated as of December 04, 2020 (?Amendment No. 11?) is between Yab

October 13, 2021 EX-10.2

Amendment No. 10 to Purchase Agreement COM0270-15, dated as of September 18, 2020, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ

Exhibit 10.2 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 10 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 10 COM0312-20 (the "Amendment No. 10"), dated as of September 18, 2020 (?Amendment No. 10?) is between Em

October 13, 2021 EX-10.5

Amendment No. 6 to Letter Agreement COM0270-15, dated as of December 4, 2020, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ

Exhibit 10.5 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 6 TO LETTER AGREEMENT COM0270-15 This Amendment No.6 COM0389-20 (the "Amendment No. 6") dated as of December 04, 2020 is between Yabor? Ind?stria Aeron?utica S.

October 13, 2021 EX-10.1

Amendment No. 9 to Purchase Agreement COM0270-15, dated as of August 28, 2020, 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 October 13, 2021). ØØ

EX-10.1 2 ayrq22021ex101.htm AMENDMENT NO. 9 TO PURCHASE AGREEMENT COM0270-15 Exhibit 10.1 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 9 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 9 COM0997-19 (the "Amendment

October 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (E

October 13, 2021 EX-10.6

Amendment No. 12 to Purchase Agreement COM0270-15, dated as of June 2, 2021, by and between Aircastle Holding Corporation and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021). ØØ

Exhibit 10.6 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. AMENDMENT No. 12 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 12 COM0194-21, dated as of June 02, 2021 (?Amendment No. 12?), is between Embraer S.A. ("Embraer") a corp

October 13, 2021 EX-10.3

Notice and Consent COM0439-19, dated as of September 18, 2020, between Aircastle Holding Corporation, Embraer S.A. and Yaborã Indústria Aeronáutics S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 13, 2021).

Exhibit 10.3 Executed Version Certain identified information marked with ?[***]? has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. NOTICE AND CONSENT COM0439-19 September 18, 2020 To: AIRCASTLE HOLDING CORPORATION LIMITED c/o AIRCASTLE ADVISOR LLC 201 Tresser Boulevard, Suite 400 Stamford CT 06901 U.S.A.

October 13, 2021 EX-31.14

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

Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Inglese, certify that: 1.I have reviewed this quarterly report on Form 10-Q of Aircastle Limited; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the st

August 2, 2021 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 ( July 30, 2021 ) AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commi

July 16, 2021 EX-99.1

Aircastle Announces Organization Changes

EX-99.1 2 employeeannouncements-july.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Organization Changes Stamford, CT. July 15, 2021 – Aircastle Limited (the “Company” or “Aircastle”) announced today the promotion and appointment of Dane Silverman, as Chief Accounting Officer. Jim Connelly, the prior Chief Accounting Officer will take on a new role as SVP ESG and Corporate Comm

July 16, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2021 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numb

July 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2021 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numb

July 15, 2021 EX-99.1

Aircastle Announces First Quarter 2021 Results Delivered Two Embraer 195 E2 to KLM Cityhopper and first of four A320neo Aircraft to Frontier Airlines First Quarter Net Loss of $(9.8) million; Successfully priced $400 million 5.25% Preferred Issue

July 14, 2021 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Frank Constantinople, SVP Investor Relations Tel: +1-203-504-1063 fconstantinople@aircastle.

July 14, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Exac

June 8, 2021 EX-4.1

Deposit Agreement, dated June 8, 2021, among Aircastle Limited, Computer share Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of depositary receipts issued thereunder (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021).

Exhibit 4.1 DEPOSIT AGREEMENT among AIRCASTLE LIMITED and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and the Holders from time to time of Receipts issued hereunder Relating to the Issuer?s Receipts, Depositary Shares and Related 5.250% Series A Cumulative Redeemable Perpetual Preference Shares Dated as of June 8, 2021 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated

June 8, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2021 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 8, 2021 EX-3.1

Certificate of Designations, dated June 8, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021).

EX-3.1 2 d135918dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of 5.250% SERIES A PREFERENCE SHARES of AIRCASTLE LIMITED June 8, 2021 Aircastle Limited, a company incorporated under the laws of Bermuda (the “Company”), HEREBY CERTIFIES that, pursuant to the authority contained in its bye-laws (as amended and restated from time to time, the “Bye-Laws”) and to resolutions of the board of d

June 3, 2021 EX-99.1

Aircastle Announces Pricing of 400,000 Depositary Shares Each Representing an Interest in a Share of Series A Preference Shares

EX-99.1 2 d423860dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of 400,000 Depositary Shares Each Representing an Interest in a Share of Series A Preference Shares STAMFORD, Conn., June 3, 2021 /PRNewswire/ — Aircastle Limited (“Aircastle”) announced today the pricing of its offering of 400,000 depositary shares, each representing a 1/1,000th interest in a share

June 3, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 27, 2021 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2021 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Num

April 27, 2021 EX-99.1

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Extends $1 Billion Global Revolving Credit Facility to April of 2025 Stamford, CT. April 26, 2021 — Aircastle Limited (“Aircastle”) announced today that it amended and closed a $1 billion senior, unsecured

EX-99.1 2 aircastleextends1billion.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Extends $1 Billion Global Revolving Credit Facility to April of 2025 Stamford, CT. April 26, 2021 — Aircastle Limited (“Aircastle”) announced today that it amended and closed a $1 billion senior, unsecured revolving credit facility with ten global financial institutions, and the expiration date of the facil

April 21, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 28, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCASTLE LIMITED (Exact n

April 21, 2021 EX-21.1

Subsidiaries of the Registrant *

Exhibit 21.1 Subsidiaries of Aircastle Limited As of February 28, 2021 Name of Subsidiary Jurisdiction 1. ACS 2007-1 Limited Bermuda 2. ACS 2008-1 Limited Bermuda 3. ACS 2016 Funding (Bermuda) Limited Bermuda 4. ACS 2016 Funding (Ireland) Limited Ireland 5. ACS Aircraft Finance Ireland 2 Limited Ireland 6. ACS Aircraft Finance Ireland 3 Limited Ireland 7. AHCL Two Limited Bermuda 8. AYR Bermuda Li

February 25, 2021 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 (February 25, 2021) AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation)

January 26, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Numb

January 26, 2021 EX-99.1

Aircastle Announces Pricing of $750 Million Aggregate Principal Amount of Senior Notes

EX-99.1 3 d39657dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $750 Million Aggregate Principal Amount of Senior Notes STAMFORD, Conn., January 21, 2021 /PRNewswire/ - Aircastle Limited (“Aircastle”) announced today the pricing of its 2.850% senior notes due 2028 (the “notes”) at an issue price of 98.543%. Aircastle plans to use the net proceeds of the offerin

January 26, 2021 EX-4.1

Indenture, dated as of January 26, 2021, by and between Aircastle 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).

EX-4.1 2 d39657dex41.htm EX-4.1 Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Company, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 26, 2021 2.850% Senior Notes due 2028 TABLE OF CONTENTS1 Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 17 SECTION 103.

January 14, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED

November 12, 2020 10-QT

Declaration Date Dividend per Common Share Aggregate Dividend Amount Record Date Payment Date February 10, 2020 $ 0.32 $ 24,025 February 28, 2020 March 6, 2020 October 28, 2019 $ 0.32 $ 23,884 November 29, 2019 December 13, 2020 August 2, 2019 $ 0.30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended or ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2020 to February 29, 2020 Commission File number 001-32959 AI

November 4, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2020 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File N

November 4, 2020 EX-99.1

Aircastle Reports Financial Results for the Three-Month Period Ended September 30, 2020

EX-99.1 2 ayr11-03x2020earningsr.htm EX-99.1 Exhibit 99.1 November 3, 2020 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Frank Constantinople, SVP Investor Relations Tel: +1-203-504-1063 [email protected] Aircastle Reports Financial Results for the Three-Month Period Ended September 30, 2020 Key Financial Metrics for the Three Months ended September 30, 2020 1.Total revenues wer

September 30, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2020 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File

September 30, 2020 EX-99.1

Aircastle Moves its Fiscal Year-End to Better Coordinate with Parent Company Financial Reporting

EX-99.1 2 financialreportingdate.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Moves its Fiscal Year-End to Better Coordinate with Parent Company Financial Reporting STAMFORD, Conn., September 30, 2020 /PRNewswire/ - Aircastle Limited (“Aircastle” or “the Company”) announced today that it has changed its fiscal year end to the twelve-month period ended February. The Company is changing

August 11, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 11, 2020 EX-99.1

Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of Senior Notes

EX-99.1 3 d78578dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Pricing of $650 Million Aggregate Principal Amount of Senior Notes STAMFORD, Conn., August 5, 2020 /PRNewswire/ — Aircastle Limited (“Aircastle”) announced today the pricing of its 5.250% senior notes due 2025 (the “notes”) at an issue price of 99.057%. Aircastle plans to use the net proceeds of the offering

August 11, 2020 EX-4.1

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).

EX-4.1 2 d78578dex41.htm EX-4.1 Exhibit 4.1 AIRCASTLE LIMITED, as Company, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 11, 2020 5.250% Senior Notes due 2025 TABLE OF CONTENTS1 Page ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 17 SECTION 103. Form of Documents

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2020 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Num

August 5, 2020 EX-99.1

Aircastle Reports Second Quarter 2020 Results

EX-99.1 2 ayrq22020final300pm.htm EXHIBIT 99.1 August 3, 2020 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Frank Constantinople, SVP Investor Relations Tel: +1-203-504-1063 [email protected] Aircastle Reports Second Quarter 2020 Results Key Second Quarter 2020 Financial Metrics • Total revenues were $255.5 million, up 14.3% • Total lease rental and direct financing and sales-ty

August 3, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Exa

May 13, 2020 EX-99.1

Aircastle Reports First Quarter 2020 Results

Exhibit 99.1 May 13, 2020 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC Frank Constantinople, SVP Investor Relations Tel: +1-203-504-1063 [email protected] Aircastle Reports First Quarter 2020 Results Key First Quarter 2020 Financial Metrics • Total revenues were $282.5 million up 32.1% • Total lease rental and direct financing and sales-type lease revenues were $205.7 million,

May 13, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Ex

May 13, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2020 Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Numbe

April 22, 2020 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2019 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCAS

April 22, 2020 15-12B

AYR / Aircastle Ltd. 15-12B - - 15-12B

15-12B 1 form1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32959 Aircastle Limited (Exact name of re

April 3, 2020 POSASR

AYR / Aircastle Ltd. POSASR - - POSASR

POSASR 1 formposasr.htm POSASR As filed with the Securities and Exchange Commission on April 3, 2020 Registration No. 333-224813 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AIRCASTLE LIMITED (Exact name of registrant as specified in its charter) Bermuda (State or other jur

April 3, 2020 S-8 POS

AYR / Aircastle Ltd. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on April 3, 2020 Registration No.

March 30, 2020 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 10, 2020, pursuant to the provisions of Rule 12d2-2 (a).

March 30, 2020 SC 13D/A

AYR / Aircastle Limited / MARUBENI CORP /FI - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) AIRCASTLE LIMITED (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) G0129K104 (CUSIP Number) Marubeni Corporation 7-1 Nihonbashi 2-chome Chuo-ku, Tokyo, 103-6060 Japan Attention: General Manager Telephone: 81 3 3282

March 27, 2020 EX-99.1

Aircastle Limited Completes Merger with Affiliates of Marubeni and Mizuho Leasing

Exhibit 99.1 Aircastle Limited Completes Merger with Affiliates of Marubeni and Mizuho Leasing STAMFORD, Conn., March 27, 2020 - Aircastle Limited (NYSE: AYR) (“Aircastle”) today announced that it has completed the previously announced merger with an entity controlled by affiliates of Marubeni Corporation (“Marubeni”) and Mizuho Leasing Company, Limited (“Mizuho Leasing”). The closing of the trans

March 27, 2020 SC 13E3/A

AYR / Aircastle Ltd. SC 13E3/A - - SC 13E3/A

SC 13E3/A 1 formsc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 4) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AIRCASTLE LIMITED (Name of the Issuer) AIRCASTLE LIMITED MM AIR LIMITED MARUBENI CORPORATION MARUBENI AVIATION HOLDING COÖPERATIEF U.A. MARUBENI AVIATION CORPORATION (Names of Per

March 27, 2020 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2020 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Number

March 27, 2020 EX-3.1

Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2020).

EX-3.1 2 ex31.htm EXHIBIT 3.1 Exhibit 3.1 FORM No.2 Amended and restated in accordance with the merger agreement dated 27 March 2020 BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES Section 7(1) and (2) MEMORANDUM OF ASSOCIATION OF Aircastle Investment Limited (hereinafter referred to as “the Company”) 1. The liability of the members of the Company is limited t

March 27, 2020 EX-3.2

Amended and Restated Bye-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2020).

Exhibit 3.2 Bye-laws of Aircastle Limited Adopted: 27 March 2020 Non-Standard Exempted Company Bye-laws Clarendon House, 2 Church Street Hamilton HM 11, Bermuda conyers.com TABLE OF CONTENTS DEFINITIONS AND INTERPRETATION 1. Definitions and Interpretation 4 SHARES 2. Power to Issue Shares 6 3. Power of the Company to Purchase its Shares 6 4. Rights Attaching to Shares 6 5. Calls on Shares 7 6. For

March 27, 2020 EX-10.1

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 with the SEC on March 27, 2020).

Exhibit 10.1 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, dated as of [•], between Aircastle Limited, a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the “Company”), and (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable person

March 24, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2020 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Number

March 24, 2020 EX-99.1

Aircastle Limited Announces Receipt of Final Regulatory Approval in Connection with Pending Merger

Exhibit 99.1 Aircastle Limited Announces Receipt of Final Regulatory Approval in Connection with Pending Merger STAMFORD, Conn., March 24, 2020 - Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today the receipt of the final regulatory approval that is a condition to closing Aircastle’s previously announced merger with an entity controlled by affiliates of Marubeni Corporation (“Marubeni”) a

March 6, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2020 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Number)

March 6, 2020 EX-99.1

Aircastle Limited Announces Shareholder Approval of Merger Agreement with

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 Aircastle Limited Announces Shareholder Approval of Merger Agreement with Affiliates of Marubeni and Mizuho Leasing STAMFORD, Conn., March 6, 2020 - Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today that its shareholders have voted to approve the previously announced Agreement and Plan of Merger, dated as of November 5, 2019 (the “Merger Agre

February 24, 2020 DEFA14A

AYR / Aircastle Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 24, 2020 EX-99.(C)(4)

Strictly Private and Confidential Citi Banking, Capital Markets & Advisory | TransportationOctober 4, 2019 Project EuropaDiscussion Materials 26/48 Citi Confidential Disclaimer The following pages contain material provided to the Board of Directors o

Exhibit (c)(4) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

February 24, 2020 EX-99.(C)(5)

Citi Confidential Disclaimer The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving the C

Exhibit (c)(5) Strictly Private and Confidential Citi Banking, Capital Markets & Advisory | TransportationNovember 4, 2019 Project EuropaProcess Update for the Board of Directors Citi Confidential Disclaimer The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc.

February 24, 2020 SC 13E3/A

AYR / Aircastle Ltd. SC 13E3/A - - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AIRCASTLE LIMITED (Name of the Issuer) AIRCASTLE LIMITED MM AIR MERGER SUB LIMITED MM AIR LIMITED MARUBENI CORPORATION MARUBENI AVIATION HOLDING COÖPERATIEF U.A. MARUBENI AVIATION CORPORATION (Names of Person(s) Filin

February 24, 2020 EX-99.(C)(6)

Project EuropaDiscussion Materials for Transaction Committee Strictly Private and Confidential October 16, 2019 Citi Banking, Capital Markets & Advisory | Transportation For Discussion Purposes Only | Preliminary & Subject to Change - WIP DRAFT - 3/4

EX-99.(C)(6) 4 ex99c6.htm EXHIBIT (C)(6) Exhibit (c)(6) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Project EuropaDiscussion Materials for Transaction Committee Strictly Private and Confidential October 16,

February 24, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2020 AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commission File Num

February 18, 2020 DEFA14A

AYR / Aircastle Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

February 18, 2020 EX-99.1

Aircastle Announces Fourth Quarter and Full Year 2019 Results; Acquisition on Track Acquired 49 Aircraft During 2019; Full Year Net Income of $156.6 million First Quarter 2020 Dividend of $0.32 per Common Share Declared

EX-99.1 2 exhayrq42019earningsre.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC The IGB Group Frank Constantinople, SVP Investor Relations Leon Berman Tel: +1-203-504-1063 Tel: +1-212-477-8438 [email protected] [email protected] Aircastle Announces Fourth Quarter and Full Year 2019 Results; Acquisition on Track Acquired 49 Aircraft During 2019; Full Year Net Inco

February 18, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 2020 (February 13, 2020) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporatio

February 13, 2020 EX-99.1

Owned Aircraft Portfolio at December 31, 2019 *

EX-99.1 12 ayrq42019ex991.htm OWNED AIRCRAFT PORTFOLIO Exhibit 99.1 Owned Aircraft Portfolio at December 31, 2019 is as follows: Aircraft Group Aircraft Type Engine Type Manufacturer Serial Number Date of Manufacture Financing Narrow-body Aircraft A319-100 V2500 1258 Jun-00 Unencumbered A319-100 V2500 1261 Jul-00 Unencumbered A319-100 V2500 1279 Aug-00 Unencumbered A319-100 V2500 1295 Aug-00 Unenc

February 13, 2020 EX-4.13

Description of Aircastle Limited’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on February 13, 2020).

EX-4.13 2 ayrq4201910-kex413.htm DESCRIPTION OF AIRCASTLE LIMITED'S SECURITIES Exhibit 4.13 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON SHARES The following description sets forth certain material terms and provisions of the securities of Aircastle Limited (the “Company”) that are registered under Section 12 of the Securi

February 13, 2020 EX-10.28

Amendment No. 8 to Purchase Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ

EX-10.28 4 ayrq4201910-kex1028.htm AMENDMENT NO. 8 TO PURCHASE AGREEMENT Exhibit 10.28 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT No. 8 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 8 COM0668-19 (the "Amendment No. 8"), date

February 13, 2020 EX-10.8

Form of Amendment to Executive Employment Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). #

EX-10.8 3 ayrq4201910-kex108.htm FORM OF AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.8 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT Effective Date: December , 2019. Executive: [ ] (“Executive”). Company: Aircastle Advisor LLC, a Delaware limited liability company (the “Company”). Employment Agreement: Reference is made to the Amended and Restated Employment Agreement, dated as of October

February 13, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2019 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCASTLE LIMITED (Exact n

February 13, 2020 EX-21.1

Subsidiaries of the Registrant *

Exhibit 21.1 Subsidiaries of Aircastle Limited As of December 31, 2019 Name of Subsidiary Jurisdiction 1. ACS 2007-1 Limited Bermuda 2. ACS 2008-1 Limited Bermuda 3. ACS 2016 Funding (Bermuda) Limited Bermuda 4. ACS 2016 Funding (Ireland) Limited Ireland 5. ACS Aircraft Finance Ireland 2 Limited Ireland 6. ACS Aircraft Finance Ireland 3 Limited Ireland 7. AHCL Two Limited Bermuda 8. AYR Bermuda Li

February 13, 2020 EX-10.33

Amendment No. 5 to Letter Agreement COM0270-15, dated as of October 24, 2019, by and between Aircastle Holding Corporation and Embraer S.A. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 13, 2020). ØØ

EX-10.33 5 ayrq4201910-kex1033.htm AMENDMENT NO. 5 TO LETTER AGREEMENT Exhibit 10.33 Executed Version Certain identified information marked with '"[***]" has been omitted from this document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT No. 5 TO THE LETTER AGREEMENT COM0271-15 This Amendment No.5 COM0868-19 (the "Amendment No. 5") dated

February 12, 2020 SC 13G/A

AYR / Aircastle Ltd. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* AIRCASTLE LTD (Name of Issuer) Common Stock (Title of Class of Securities) G0129K104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 12, 2020 SC 13G/A

AYR / Aircastle Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Aircastle Ltd Title of Class of Securities: Common Stock CUSIP Number: G0129K104 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

January 24, 2020 SC 13E3/A

AYR / Aircastle Ltd. SC 13E3/A - - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AIRCASTLE LIMITED (Name of the Issuer) AIRCASTLE LIMITED MM AIR MERGER SUB LIMITED MM AIR LIMITED MARUBENI CORPORATION MARUBENI AVIATION HOLDING COÖPERATIEF U.A. MARUBENI AVIATION CORPORATION (Names of Person(s) Filin

January 23, 2020 DEFM14A

(a)(1) Definitive Proxy Statement of Aircastle Limited (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on January 23, 2020 (the “Proxy Statement”)).

DEFM14A 1 nt10006646x4defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Confidential, for Use of the Commission O

January 15, 2020 EX-99.(C)(2)

(c)(2) Presentation to the Board of Directors, dated October 28, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors of Aircastle Limited.

Exhibit (C)(2) Strictly Private and Confidential Citi Banking, Capital Markets & Advisory | TransportationOctober 28, 2019 Project EuropaMaterials for the Board of Directors Citi Confidential Disclaimer The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc.

January 15, 2020 CORRESP

-

Skadden, Arps, Slate, Meagher & Flom llp FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

January 15, 2020 EX-99.(C)(3)

(c)(3) Presentation to the Board of Directors, dated November 5, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors of Aircastle Limited.

EX-99.(C)(3) 3 nt10006718x2ex99-c3.htm EXHIBIT (C)(3) Exhibit (C)(3) Strictly Private and Confidential Citi Banking, Capital Markets & Advisory | TransportationNovember 5, 2019 Project EuropaPresentation to the Board of Directors Confidential Material Disclaimer The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Glo

January 15, 2020 PRER14A

(a) (1) Preliminary Proxy Statement of Aircastle Limited (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on January 15, 2020 (the “Proxy Statement”)).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box: ☒ Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as permitted by Rule

January 15, 2020 SC 13E3/A

AYR / Aircastle Ltd. SC 13E3/A - - SCHEDULE 13E3A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AIRCASTLE LIMITED (Name of the Issuer) AIRCASTLE LIMITED MM AIR MERGER SUB LIMITED MM AIR LIMITED MARUBENI CORPORATION MARUBENI AVIATION HOLDING COÖPERATIEF U.A. MARUBENI AVIATION CORPORATION (Names of Person(s) Filin

December 27, 2019 DEFA14A

AYR / Aircastle Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2019 (December 19, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (Commission File Number) (IRS Employer Ident

December 26, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2019 (December 19, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporatio

December 6, 2019 EX-99.(C)(2)

(c)(2) Presentation to the Board of Directors, dated October 28, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors.

Exhibit (C)(2) Project Europa Strictly Private and Confidential October 28, 2019 Citi Banking, Capital Markets & Advisory | Transportation Materials for the Board of Directors Citi Confidential Disclaimer The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc.

December 6, 2019 DFAN14A

MARUF / Marubeni Corp. DFAN14A - - DFAN14A

DFAN14A 1 d838114ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

December 6, 2019 EX-99.(C)(3)

(c)(3) Presentation to the Board of Directors, dated November 5, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors.

EX-99.(C)(3) 3 nt10006718x1ex99-c3.htm EXHIBIT (C)(3) Exhibit (C)(3)

December 6, 2019 PREM14A

(a) (1) Preliminary Proxy Statement of Aircastle Limited (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission on December 6, 2019 (the “Proxy Statement”)).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box: ☒ Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  o D

December 6, 2019 SC 13E3

AYR / Aircastle Ltd. SC 13E3 - - SC13E3

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AIRCASTLE LIMITED (Name of the Issuer) AIRCASTLE LIMITED MM AIR MERGER SUB LIMITED MM AIR LIMITED MARUBENI CORPORATION (Names of Person(s) Filing Statement) Common Shares, $0.01 Par Value Per Share (Title of Class of Securities) G0129K

November 14, 2019 DFAN14A

AYR / Aircastle Ltd. DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

November 14, 2019 DFAN14A

AYR / Aircastle Ltd. DFAN14A - - DFAN14A

DFAN14A 1 d832676ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

November 8, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2019 (November 6, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation)

November 8, 2019 EX-99.1

Aircastle Announces Fourth Quarter 2019 Quarterly Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Fourth Quarter 2019 Quarterly Dividend Stamford, CT. November 6, 2019 — Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today that the Board of Directors declared a fourth quarter 2019 cash dividend on its common shares of $0.32 per share, payable on December 13, 2019 to shareholders of record on November 29, 2019. This is our 54th conse

November 7, 2019 DEFA14A

AYR / Aircastle Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2019 (November 5, 2019) AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (C

November 7, 2019 EX-7.22

LIMITED GUARANTY

EX-7.22 Exhibit 7.22 EXECUTION VERSION LIMITED GUARANTY This Limited Guaranty, dated as of November 5, 2019 (this “Limited Guaranty”), is made by each of Marubeni Corporation, a Japanese corporation (“MC”), and Mizuho Leasing Company, Limited, a Japanese company (“MLCL,” and together with MC, the “Guarantors”), in favor of Aircastle Limited, a Bermuda exempted company (the “Company”). Reference is

November 7, 2019 EX-7.21

VOTING AND SUPPORT AGREEMENT

EX-7.21 3 d805220dex721.htm EX-7.21 Exhibit 7.21 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 5, 2019 (this “Agreement”) is made and entered into by and between Aircastle Limited, a Bermuda exempted company (the “Company”), and the undersigned Shareholders (each a “Shareholder,” and collectively, “Marubeni”) of the Company. Capitalized terms use

November 7, 2019 EX-7.20

AGREEMENT AND PLAN OF MERGER Dated as of November 5, 2019 AIRCASTLE LIMITED, MM AIR LIMITED MM AIR MERGER SUB LIMITED

EX-7.20 2 d805220dex720.htm EX-7.20 Exhibit 7.20 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of November 5, 2019 among AIRCASTLE LIMITED, MM AIR LIMITED and MM AIR MERGER SUB LIMITED TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.01. The Merger 2 Section 1.02. Closing 2 Section 1.03. Effective Time 2 Section 1.04. Effects 3 Section 1.05. Memorandum of Association and Bye-laws

November 7, 2019 SC 13D/A

AYR / Aircastle Ltd. / MARUBENI CORP /FI - AMENDMENT NO. 19 TO SCHEDULE 13D Activist Investment

Amendment No. 19 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19) AIRCASTLE LIMITED (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) G0129K104 (CUSIP Number) Marubeni Corporation 7-1 Nihonbashi 2-chome Chuo-ku, Tokyo, 103-6060 Japan Attention: Gen

November 7, 2019 EX-7.23

(Translation) Memorandum of Understanding

EX-7.23 Exhibit 7.23 (Translation) Memorandum of Understanding Mizuho Leasing Company, Limited (“Tiger”) and Marubeni Corporation (“Phoenix”) hereby enter into this Memorandum as of 6 November 2019 (Japan Standard Time) as stated below in order to confirm the agreements and understandings between Tiger and Phoenix which will be required in relation to the Merger Agreement (as defined below) and th

November 7, 2019 EX-2.1

Agreement and Plan of Merger, dated as of November 5, 2019, by and among Aircastle Limited, MM Air Limited and MM Air Merger Sub Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2019). **

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of November 5, 2019 among AIRCASTLE LIMITED, MM AIR LIMITED and MM AIR MERGER SUB LIMITED TABLE OF Contents Page Article I THE MERGER 2 Section 1.01. The Merger 2 Section 1.02. Closing 2 Section 1.03. Effective Time 2 Section 1.04. Effects 3 Section 1.05. Memorandum of Association and Bye-laws 3 Section 1.06. Directors and Officer

November 7, 2019 EX-10.1

Voting and Support Agreement, dated as of November 5, 2019, by and among Aircastle Limited, Marubeni Corporation, Marubeni Aviation Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2019).

Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of November 5, 2019 (this “Agreement”) is made and entered into by and between Aircastle Limited, a Bermuda exempted company (the “Company”), and the undersigned Shareholders (each a “Shareholder,” and collectively, “Marubeni”) of the Company. Capitalized terms used but not defined herein shall have

November 7, 2019 EX-99.1

Aircastle Limited Enters into Merger Agreement with Affiliates of Marubeni and Mizuho Leasing

Exhibit 99.1 Aircastle Limited Enters into Merger Agreement with Affiliates of Marubeni and Mizuho Leasing STAMFORD, Conn., November 6, 2019 - Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today that it has entered into a definitive agreement to be acquired by a newly-formed entity controlled by affiliates of Marubeni Corporation (“Marubeni”) and Mizuho Leasing Company, Limited (“Mizuho Le

November 7, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2019 (November 5, 2019) AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (C

November 7, 2019 DFAN14A

MARUF / Marubeni Corp. DFAN14A - - DFAN14A

DFAN14A 1 d831274ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

November 6, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 6, 2019 (November 5, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation)

November 6, 2019 EX-99.1

Aircastle Limited Enters into Merger Agreement with Affiliates of Marubeni and Mizuho Leasing

EX-99.1 2 europa-pressrelease2.htm EXHIBIT 99.1 Exhibit 99.1 Aircastle Limited Enters into Merger Agreement with Affiliates of Marubeni and Mizuho Leasing STAMFORD, Conn., November 6, 2019 - Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today that it has entered into a definitive agreement to be acquired by a newly-formed entity controlled by affiliates of Marubeni Corporation (“Marubeni”)

November 6, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED

November 6, 2019 EX-99.1

Owned Aircraft Portfolio at September 30, 2019. *

Exhibit 99.1 Owned Aircraft Portfolio at September 30, 2019 is as follows: Aircraft Group Aircraft Type Engine Type Manufacturer Serial Number Date of Manufacture Financing Narrow-body Aircraft A319-100 V2500 1258 Jun-00 Unencumbered A319-100 V2500 1261 Jul-00 Unencumbered A319-100 V2500 1279 Aug-00 Unencumbered A319-100 V2500 1295 Aug-00 Unencumbered A319-100 V2500 1329 Oct-00 Unencumbered A319-1

October 28, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 28, 2019 (October 24, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation)

October 28, 2019 EX-99.1

Aircastle Announces Review of Strategic Alternatives

Exhibit 99.1 Aircastle Announces Review of Strategic Alternatives STAMFORD, Conn., October 24, 2019 /PRNewswire/ - Aircastle Limited (NYSE: AYR) (“Aircastle” or the “Company”) announced today that its Board of Directors is evaluating strategic alternatives, which may include a sale of the Company. Aircastle has received preliminary non-binding expressions of interest from multiple third parties re

October 25, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2019 (October 22, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation)

October 25, 2019 EX-99.1

Aircastle to Announce Third Quarter 2019 Earnings on November 6, 2019

EX-99.1 2 pressreleaseq32019earn.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Aircastle to Announce Third Quarter 2019 Earnings on November 6, 2019 Stamford, CT. October 22, 2019 — Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today that it plans to release its third quarter financial results for the period ended September 30, 2019 on November 6, 2019 before the market opens. In connection with

October 24, 2019 SC 13D/A

AYR / Aircastle Ltd. / MARUBENI CORP /FI - AMENDMENT NO. 18 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d824293dsc13da.htm AMENDMENT NO. 18 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18) AIRCASTLE LIMITED (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) G0129K104 (CUSIP Number) Marubeni Corporation 7-1, Nihonbashi 2-chome Chuo-ku, Tokyo

August 7, 2019 EX-99.1

Aircastle Announces Second Quarter 2019 Results

EX-99.1 2 ayrq22019exhibit991.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC The IGB Group Frank Constantinople, SVP Investor Relations Leon Berman Tel: +1-203-504-1063 Tel: +1-212-477-8438 [email protected] [email protected] Aircastle Announces Second Quarter 2019 Results Total Revenues Rose 9.4% to $223.4 million; Book Value per Share increased 7.4% versus Q2:1

August 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 7, 2019 (August 6, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Co

August 6, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 001-32959 AIRCASTLE LIMITED (Exa

August 6, 2019 EX-99.1

Owned Aircraft Portfolio at June 30, 2019. *

Exhibit 99.1 Owned Aircraft Portfolio at June 30, 2019 is as follows: Aircraft Group Aircraft Type Engine Type Manufacturer Serial Number Date of Manufacture Financing Narrow-body Aircraft A319-100 V2500 1258 Jun-00 Unencumbered A319-100 V2500 1261 Jul-00 Unencumbered A319-100 V2500 1279 Aug-00 Unencumbered A319-100 V2500 1295 Aug-00 Unencumbered A319-100 V2500 1329 Oct-00 Unencumbered A319-100 CF

July 24, 2019 EX-99.1

Aircastle to Announce Second Quarter 2019 Earnings on August 6, 2019

EX-99.1 2 pressreleaseexhibit.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle to Announce Second Quarter 2019 Earnings on August 6, 2019 Stamford, CT. July 23, 2019 - Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today that it plans to release its second quarter financial results for the period ended June 30, 2019 on August 6, 2019 before the market opens. In connection with

July 24, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 24, 2019 (July 23, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Comm

July 17, 2019 8-K

Termination of a Material Definitive Agreement

8-K 1 d736401d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2019 (July 15, 2019) AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdict

June 13, 2019 EX-1.1

Underwriting Agreement, dated June 10, 2019, between Aircastle Limited and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

EX-1.1 2 d743994dex11.htm EX-1.1 Exhibit 1.1 Execution Version AIRCASTLE LIMITED 4.250% Senior Notes Due 2026 Underwriting Agreement New York, New York June 10, 2019 To the Representatives named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Aircastle Limited, a company incorporated under the laws of Bermuda (the “Company”), proposes to issue and

June 13, 2019 EX-4.1

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).

EX-4.1 Exhibit 4.1 Execution Version AIRCASTLE LIMITED, as Company, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of June 13, 2019 4.250% Senior Notes due 2026 Aircastle Limited* Reconciliation and tie between Trust Indenture Act of 1939, as amended and the Seventh Supplemental Indenture, dated as of June 13, 2019 Trust Indenture Act Section Indentu

June 13, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2019 (June 10, 2019) AIRCASTLE LIMITED (Exact Name of Registrant as Specified in Charter) Bermuda 001-32959 98-0444035 (State or Other Jurisdiction of Incorporation)

June 12, 2019 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) 4.250% Notes due

Final Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(2) Registration No.

June 10, 2019 FWP

AIRCASTLE LIMITED $650,000,000 4.250% Senior Notes due 2026 Pricing Supplement dated June 10, 2019 to the Preliminary Prospectus Supplement dated June 10, 2019 of Aircastle Limited

FWP 1 d764228dfwp.htm FWP Filed pursuant to Rule 433 Issuer Free Writing Prospectus, dated June 10, 2019 Supplementing the Preliminary Prospectus Supplement, dated June 10, 2019 Registration No. 333-224813 AIRCASTLE LIMITED $650,000,000 4.250% Senior Notes due 2026 Pricing Supplement dated June 10, 2019 to the Preliminary Prospectus Supplement dated June 10, 2019 of Aircastle Limited This Pricing

June 10, 2019 424B5

SUBJECT TO COMPLETION, DATED JUNE 10, 2019

Preliminary Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

May 21, 2019 EX-99.1

Aircastle Announces Increase in Authorization to Repurchase Shares and Appointments to Board of Directors

EX-99.1 2 final-xaircastleannouncesi.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle Announces Increase in Authorization to Repurchase Shares and Appointments to Board of Directors Stamford, CT. May 21, 2019 — Aircastle Limited (NYSE: AYR) (“Aircastle” or the “Company”) announced today that the Company's Board of Directors (the “Board”) increased the authorization to repurchase up to

May 21, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 21, 2019 (May 17, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commis

May 21, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 form8-kagmresultsmay2019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 21, 2019 (May 17, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other

May 3, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2019 (May 2, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Commissi

May 3, 2019 EX-99.1

Aircastle Announces First Quarter 2019 Results

EX-99.1 2 ayrq12019-x05x01x2019worki.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC The IGB Group Frank Constantinople, SVP Investor Relations Leon Berman Tel: +1-203-504-1063 Tel: +1-212-477-8438 [email protected] [email protected] Aircastle Announces First Quarter 2019 Results Total Revenues Rose 5.5% to $213.9 million; Book Value per share increased 8.7% versu

May 2, 2019 EX-10.1

Amendment No. 7 to Purchase Agreement COM0270-15, dated as of February 5, 2019, 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 May 2, 2019). ØØ

Exhibit 10.1 Executed Version Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT No. 7 TO PURCHASE AGREEMENT COM0270-15 This Amendment No. 7 COM0729-18 (the “Amendment No. 7”), dated as of February 5th, 2019 (“Amendment No. 7”) is between Embraer S.A. (“E

May 2, 2019 10-Q

Quarterly Report - 10-Q

10-Q 1 ayrq1201910-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 0

May 2, 2019 EX-3.2

Amended Bye-laws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019).

Exhibit 3.2 Executed Version BYE-LAWS OF AIRCASTLE LIMITED 18th May 2018 Aircastle Limited Table of Contents 2 Aircastle Limited Table of Contents 24. Postponement or Cancellation of General Meeting 23 MEETINGS OF THE BOARD OF DIRECTORS 40 25. Attendance and Security at General Meetings 23 52. Board Meetings 40 INTERPRETATION 1 26. Quorum at General Meetings 23 53. Notice of Board Meetings 40 1. D

May 2, 2019 EX-99.1

Owned Aircraft Portfolio at March 31, 2019. *

EX-99.1 8 ayrq12019ex991.htm OWNED AIRCRAFT PORTFOLIO Exhibit 99.1 Owned Aircraft Portfolio at March 31, 2019 is as follows: Aircraft Group Aircraft Type Engine Type Manufacturer Serial Number Date of Manufacture Financing Narrow-body Aircraft A319-100 V2500 1258 Jun-00 Unencumbered A319-100 V2500 1261 Jul-00 Unencumbered A319-100 V2500 1279 Aug-00 Unencumbered A319-100 V2500 1295 Aug-00 Unencumbe

April 18, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2019 (April 18, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Co

April 18, 2019 EX-99.1

Aircastle to Announce First Quarter 2019 Earnings on May 2, 2019

Exhibit 99.1 FOR IMMEDIATE RELEASE Aircastle to Announce First Quarter 2019 Earnings on May 2, 2019 Stamford, CT. April 18, 2019 - Aircastle Limited (NYSE: AYR) (“Aircastle”) announced today that it plans to release its first quarter financial results for the period ended March 31, 2019 on May 2, 2019 before the market opens. In connection with the earnings release, management will host an earning

April 4, 2019 DEFA14A

AYR / Aircastle Ltd. DEFA14A

DEFA14A 1 ayrdefa14afinal2019.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Prelim

April 4, 2019 DEF 14A

April 4, 2019

DEF 14A 1 ayrproxy2019.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary P

April 1, 2019 EX-99.1

Aircastle Appoints Douglas Winter as Chief Commercial Officer

FOR IMMEDIATE RELEASE Aircastle Appoints Douglas Winter as Chief Commercial Officer Stamford, CT.

April 1, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2019 (April 1, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporation) (Comm

February 14, 2019 EX-99

Aircastle Announces Fourth Quarter and Full Year 2018 Results Acquired 39 Aircraft During 2018; Full Year Net Income of $247.9 million First Quarter 2019 Dividend of $0.30 per Common Share Declared

FOR IMMEDIATE RELEASE Contact: Aircastle Advisor LLC The IGB Group Frank Constantinople, SVP Investor Relations Leon Berman Tel: +1-203-504-1063 Tel: +1-212-477-8438 fconstantinople@aircastle.

February 14, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2019 (February 12, 2019) Aircastle Limited (Exact name of registrant as specified in its charter) Bermuda 001-32959 98-0444035 (State or other jurisdiction of incorporatio

February 12, 2019 EX-21.1

Subsidiaries of the Registrant *

EX-21.1 2 ayrq4201810-kex211.htm SUBSIDIARIES OF AIRCASTLE LIMITED Exhibit 21.1 Subsidiaries of Aircastle Limited As of December 31, 2018 Name of Subsidiary Jurisdiction 1 ACS 2007-1 Limited Bermuda 2 ACS 2008-1 Limited Bermuda 3 ACS 2016 Funding (Bermuda) Limited Bermuda 4 ACS 2016 Funding (Ireland) Limited Ireland 5 ACS Aircraft Finance Bermuda Limited Bermuda 6 ACS Aircraft Finance Ireland 2 Li

February 12, 2019 10-K

December 31, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2018 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-32959 AIRCASTLE LIMITED (Exact n

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