Aercap Holdings N.v.
A Dublin-based company that owns and leases the world's largest fleet of commercial aircraft, engines, and helicopters to airlines and cargo carriers around the globe. It got its start in 1995 in the Netherlands as an aircraft finance platform, later absorbing several big rivals to grow. Its name is a mashup of "aeronautics" and "capital" — a tidy summary of what it does.
20-F · Fiscal year ended Dec 31, 2025 · SEC filing ↗
The original filing sections are available below.
Our primary market risk exposure is interest rate risk associated with short- and long-term borrowings bearing variable interest rates and lease payments under leases tied to floating interest rates. To manage this interest rate exposure, from time to time, we enter into interes…
Our primary market risk exposure is interest rate risk associated with short- and long-term borrowings bearing variable interest rates and lease payments under leases tied to floating interest rates. To manage this interest rate exposure, from time to time, we enter into interest rate swap and cap agreements and U.S. Treasury rate lock agreements. We are also exposed to foreign currency risk, which can adversely affect our operating profits. To manage this risk, from time to time, we may enter into forward exchange contracts. The following discussion should be read in conjunction with Note 12—Derivative financial instruments and Note 15—Debt to our Consolidated Financial Statements included in this annual report, which provide further information on our debt and derivative financial instruments. Interest rate risk Interest rate risk is the exposure to changes in the level of interest rates and the spread between different interest rates. Interest rate risk is highly sensitive to many factors, including government monetary policies, global economic factors and other factors beyond our control. We enter into leases with rents that are based on fixed and variable interest rates, and we fund our operations primarily with a mixture of fixed-rate and floating-rate debt. Interest rate exposure arises when there is a mismatch between terms of the associated debt and interest-earning assets, primarily between floating-rate debt and fixed-rate leases. We manage this exposure primarily through the use of interest rate caps and interest rate swaps using a cash flow-based risk management model. This model takes the expected cash flows generated by our assets and liabilities and then calculates by how much the value of these cash flows will change for a given movement in interest rates. The principal amount of our outstanding floating-rate debt was $10.9 billion, or 25% of the total principal amount of our outstanding indebtedness as of December 31, 2025. If interest rates were to increase by 1%, we would expect a decrease in pre-tax income of approximately $28 million per year. This pre-tax income decrease would include an increase in interest expense, partially offset by benefits of interest rate derivatives currently in effect, leases that are based on variable interest rates and interest-earning cash balances. A decrease in interest rates would result in an increase in pre-tax income. This pre-tax income increase would include a decrease in interest expense, partially offset by a decrease in the interest revenue and lease revenue. This sensitivity analysis is limited by several factors, and should not be viewed as a forecast. The following tables present the average notional amounts and weighted average interest rates which are contracted for the specified year for our derivative financial instruments that are sensitive to changes in interest rates, including our interest rate caps and swaps, as of December 31, 2025. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Under our interest rate caps, we will receive the excess, if any, of Term SOFR, reset monthly or quarterly on an actual/360 adjusted basis, over the strike rate of the relevant cap. For our interest rate swaps, pay rates are based on the fixed-rate which we are contracted to pay to our swap counterparty. 2026 2027 2028 2029 2030 Thereafter Fair value (U.S. Dollars in millions) Interest rate caps Average notional amounts $ 603.5 $ 531.8 $ 455.8 $ 198.3 $ — $ — $ 8.5 Weighted average strike rate 3.4 % 3.3 % 3.3 % 3.3 % — — 2026 2027 2028 2029 2030 Thereafter Fair value (U.S. Dollars in millions) Interest rate swaps Average notional amounts $ 5,742.5 $ 4,659.6 $ 2,002.1 $ — $ — $ — $ (68.9) Weighted average pay rate 3.8 % 3.9 % 3.9 % — — — The variable benchmark interest rates associated with these instruments are Term SOFR. Our Board of Directors is responsible for reviewing our overall interest rate management policies. Our counterparty risk is monitored on an ongoing basis, but is mitigated by the fact that the majority of our interest rate derivative counterparties are required to collateralize in the event of their downgrade by the rating agencies below a certain level. 95 Foreign currency risk and foreign operations Our functional currency is U.S. dollars. The functional currency for domestic and substantially all foreign operations is the U.S. dollar. Foreign currency transaction gains and losses are not significant to the Company’s operations. Foreign exchange risk arises from our and our lessees’ operations in multiple jurisdictions. All of our aircraft and engine purchase agreements are negotiated in U.S. dollars, we currently receive substantially all of our revenue in U.S. dollars and we pay our expenses primarily in U.S. dollars. We currently have a limited number of leases and helicopter purchase agreements denominated in foreign currencies, maintain part of our cash in foreign currencies, pay taxes in foreign currencies, and incur some of our expenses in foreign currencies, primarily the euro. A decrease in the U.S. dollar in relation to foreign currencies increases our lease revenue received from foreign currency-denominated leases and our expenses paid in foreign currencies. An increase in the U.S. dollar in relation to foreign currencies decreases our lease revenue received from foreign currency denominated leases and our expenses paid in foreign currencies. Because we currently receive most of our revenues in U.S. dollars and pay most of our expenses in U.S. dollars, a change in foreign exchange rates would not have a material impact on our results of operations or cash flows. We do not have any restrictions or repatriation issues associated with our foreign cash accounts. Inflation After a sustained period of relatively low inflation rates, rates of inflation increased significantly during 2022 and 2023, reaching recent historical highs in the United States, the European Union, the United Kingdom and other countries, before stabilizing during 2024 and 2025. The increases in tariffs by the United States in the last year, the prospect of potential additional tariffs and retaliatory tariffs and the trade agreements between the United States and certain trading partners in recent months may lead to higher inflation in the future. High rates of inflation may have a number of adverse effects on our business. Inflation may increase the costs of goods, services and labor used in our operations, thereby increasing our expenses. To the extent that we derive our income from leases with fixed rates of payment, high rates of inflation will cause a greater decrease in the value of those payments than had the rates of inflation remained lower. Because our leases are generally multi-year, there may be a lag in our ability to adjust the lease rates for flight equipment accordingly. Our suppliers and lessees may also be subject to material adverse effects as a result of high rates of inflation, including as a result of the impact on their financial conditions, changes in demand patterns, price volatility, and supply chain disruption.
Dividend In connection with the dividend policy of AerCap Holdings N.V (together with its subsidiaries, “AerCap,” “we,” “us,” or the “Company”), in February 2026, our Board of Directors declared a quarterly cash dividend of $0.40 per share, with a payment date of March 19, 2026,…
Dividend In connection with the dividend policy of AerCap Holdings N.V (together with its subsidiaries, “AerCap,” “we,” “us,” or the “Company”), in February 2026, our Board of Directors declared a quarterly cash dividend of $0.40 per share, with a payment date of March 19, 2026, to shareholders of record as of the close of business on February 25, 2026. The dividend will be subject to Irish dividend withholding tax at a current statutory rate of 25% unless an exemption applies. Pursuant to a confirmation obtained from the Irish Revenue Commissioners, U.S. resident shareholders who hold their shares through the Depository Trust Company (“DTC”) should be exempt from Irish dividend withholding tax; provided the address of the beneficial owner of the shares in the records of their broker, or otherwise provided to AerCap’s qualifying intermediary, is in the United States. The confirmation from the Irish Revenue Commissioners is operative for a period of five years until July 25, 2029. Individuals and certain corporate shareholders that are tax resident in a country (other than Ireland) which is a member of the European Union or a country with which Ireland has a double tax treaty in effect (which includes the United States) may be exempt from Irish dividend withholding tax if they provide a relevant declaration as prescribed by the Irish Revenue Commissioners establishing their exemption from Irish dividend withholding tax, provided such corporate shareholder is not itself controlled by Irish tax residents. In addition, the dividend will be subject to Dutch dividend withholding tax (currently at a rate of 15%) for persons who are resident, or deemed to be resident, in the Netherlands (“Dutch resident holders”). To confirm that a shareholder is not a Dutch resident holder, such shareholder must provide an Irish dividend withholding tax relevant declaration as prescribed by the Irish Revenue Commissioners representing that the shareholder is not a Dutch resident holder except that, pursuant to the confirmation from the Irish Revenue Commissioners referred to above, U.S. resident shareholders who hold their shares through the DTC and have a U.S. address of the beneficial owner of the shares in the records of their broker, or that has otherwise been provided to AerCap’s qualifying intermediary, need not provide this declaration form. AerCap intends to presume that shareholders who do not comply with the above requirements are Dutch resident holders. For a further discussion of Irish and Dutch dividend withholding taxes, please refer to “Item 10. Additional Information—Taxation—Irish tax considerations—Dividend withholding tax” and “Item 10. Additional Information—Taxation—Dutch withholding tax considerations”. The summary provided therein is not exhaustive and shareholders should consult their own tax advisor to determine the Irish and Dutch tax consequences of the dividend in their particular circumstances. 4 RISK FACTORS Summary Risk Factors Risks relating to our funding, liquidity and financial structure •We require significant capital resources and cash flows to fund our business and service our debt, and changes in the availability of capital, our ability to raise funding or in the interest rates we pay on our debt may affect our operations or financial results. •We have a substantial level of indebtedness and we might incur significantly more debt, which could adversely impact our operating flexibility and subject us to covenants that impose restrictions that may affect our ability to operate our business. Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business •We are exposed to geopolitical, economic and legal risks associated with the international operations of our business and those of our lessees, including many of the economic and political risks associated with emerging markets. We are exposed to concentrated political and economic risks in certain geographical regions in which our lessees are concentrated, particularly the United States and China. In addition, changes in trade policies, including the introduction of new tariffs or the modification of existing tariffs, could have a material impact on our business and the aviation sector in general. •Our assets are subject to various environmental regulations and concerns, including those relating to climate change, that may be supplemented by additional regulations and requirements or become more stringent, which may negatively affect our operations. In addition, corporate responsibility, specifically related to environmental, social and governance (“ESG”) matters, may impose additional costs and expose us to new risks. •Our insurance policies may not adequately cover our risks, the costs of our insurance policies may increase and/or our insurance coverage may be reduced, and we may not be able to recover under insurance policies in a timely manner or at all should we suffer loss. Risks related to disease, natural disasters, terrorist attacks and other world events •Global or regional public health developments, extreme weather or natural disasters or other force majeure events may adversely affect the demand for air travel, the financial condition of our lessees and the aviation industry more broadly, and ultimately our financial condition, results and cash flows. •The effects of, or the threat of, terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry. Risks relating to market demand for, and lease rates and value of, flight equipment in our fleet •Our business depends heavily on the level of demand for the flight equipment in our fleet, which may decline as a result of factors outside our control, thereby affecting the returns on our flight equipment investments. •Our operations depend on flight equipment manufacturers, whose behavior may change in ways that adversely affect the lease rates and value of flight equipment in our fleet or our results of operations more broadly. •If a decline in demand for certain flight equipment causes a decline in their projected future lease rates, or if we expect to dispose of flight equipment for a price that is less than its book value on our balance sheet, then we will be required to recognize impairments or losses on disposals or make fair value adjustments. 5 Risks related to the financial strength of, and our relationship with, our lessees •Our financial condition depends, in part, on the financial strength of our lessees, and factors outside of our control may adversely affect our lessees’ operations, their ability to meet their payment obligations to us or their demand for our flight equipment. •Airline bankruptcy proceedings or reorganizations may limit our ability to collect lease rentals and other payments, depress flight equipment market values and adversely affect our ability to re-lease or sell flight equipment at favorable rates, if at all, particularly where such proceedings involve our lessees. •If our lessees encounter financial difficulties and we restructure or terminate our leases, our ability to re-lease flight equipment on favorable lease terms, collect outstanding amounts due to us, and repossess flight equipment under defaulted leases may be limited and require us to incur additional costs and expenses. •We have limited control over the operation of our flight equipment while it is under lease and we depend on our lessees to properly maintain and insure our flight equipment, which may expose us to additional and unexpected costs. Risks related to competition and the aviation industry •We face significant competition and our business may be adversely affected if market participants change as a result of restructuring or bankruptcies, mergers and acquisitions, or new entities entering or exiting the industry, or if existing competitors enter into new or different market segments. •We rely on a small number of manufacturers for the supply of commercial flight equipment, and disruptions in these manufacturers’ operating abilities, including as a result of supply chain issues, labor stoppages and quality control issues, have caused us to experience delays, and may cause us to experience further delays, on the delivery of our flight equipment orders. We may experience additional delivery delays and associated costs if flight equipment fails to meet the contractual requirements or the requirements of air travel regulators. Risks related to our information technology, structure and taxation •We depend on our information systems and those of third parties, and our business may suffer if they are damaged or interrupted, including by cyberattack. •We are incorporated in the Netherlands and it may be difficult to obtain or enforce judgments against us or our executive officers, some of our directors and some of our named experts in the United States. •We may not be able to continue, or may elect to discontinue, paying dividends, which may adversely affect our share price. •We may face new compliance obligations and increased cybersecurity, data privacy, and intellectual property risks in connection with the adoption of artificial intelligence (“AI”), which may result in operational errors, reputational harm or legal exposure. •We are subject to taxation regimes in various jurisdictions, including Base Erosion and Profit Shifting (“BEPS”) 2.0, which includes a global minimum tax rate of 15% for groups, such as AerCap, with a global turnover in excess of €750 million. We may become subject to additional taxes in those jurisdictions and taxes in other jurisdictions, or experience changes in our tax status in certain jurisdictions, which may affect the effective tax rates that we are subject to and the results of our operations. 6 Risks relating to our funding, liquidity and financial structure We require significant capital to fund our business. As of December 31, 2025, we had 283 new aircraft, 35 new engines, and 12 new helicopters on order, which will require substantial purchase contract payments. In order to meet these commitments and to maintain an adequate level of unrestricted cash, we will need to raise additional funds by accessing committed debt facilities, securing additional financing from banks or through capital markets transactions, or possibly by selling flight equipment. If we are unable to meet our purchase commitments as they come due, we will be subject to several risks, including: •forfeiting deposits and progress payments to manufacturers and having to pay certain significant costs related to these commitments such as actual damages and legal, accounting and financial advisory expenses; •defaulting on our lease commitments, which could result in monetary damages and strained relationships with lessees; •failing to realize the benefits of purchasing and leasing such flight equipment; and •risking harm to our business reputation, which would make it more difficult to purchase and lease flight equipment in the future on agreeable terms, if at all. Any of these events could materially and adversely affect our financial results. To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available. Our ability to make payments on, and to repay or refinance, our debt depends largely upon our operating performance, which is in part subject to factors beyond our control. In addition, our ability to borrow funds to make payments on our debt depends on our maintaining specified financial ratios and satisfying financial condition tests and other covenants in certain of the agreements governing our debt. Our business may not generate sufficient cash flow from operations and future borrowings may not be available in amounts sufficient to pay our debt and to satisfy our other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to seek alternatives, such as to reduce or delay investments and flight equipment purchases, sell assets, restructure or refinance our indebtedness, or seek additional capital, including through new types of debt, equity or hybrid securities. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates, which would increase our debt service requirements accordingly. Moreover, any such refinancing might require us to comply with more onerous covenants, which could further restrict our business operations. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or to meet our flight equipment purchase commitments as they come due. Failure to make payments on our debt would result in a default under those agreements and could result in a default under other agreements containing cross default provisions. Moreover, the issuance of additional equity may be dilutive to existing shareholders or otherwise may be on terms not favorable to us or existing shareholders. Under these circumstances, we may have insufficient funds or other resources to satisfy all our obligations. Despite our substantial indebtedness, we may incur significantly more debt. Despite our current indebtedness levels, we may increase our levels of debt in the future to finance our operations, including to purchase aircraft, engines or helicopters or to meet our contractual obligations, or for any other purpose. The agreements relating to our debt, including our indentures, term loan facilities, Export Credit Agency (“ECA”)-guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings, and other financings do not prohibit us from incurring additional debt. As of December 31, 2025, we had $11.0 billion of undrawn lines of credit available under our revolving credit and term loan facilities, subject to certain conditions, including compliance with certain financial covenants. If we increase our total indebtedness, our debt service obligations will increase, and we will become more exposed to the risks arising from our substantial level of indebtedness. 7 Our level of indebtedness, which requires significant debt service payments, could adversely impact our operating flexibility and financial results. The principal amount of our outstanding indebtedness, which excludes debt issuance costs, debt discounts and debt premium of $241 million, was $43.8 billion as of December 31, 2025 (61% of our total assets as of December 31, 2025), and our interest payments, net of amounts capitalized, were $1.9 billion for the year ended December 31, 2025. Due to the capital-intensive nature of our business, we expect that we will incur additional indebtedness in the future and continue to maintain significant levels of indebtedness. Our level of indebtedness: •requires a substantial portion of our cash flows from operations to be dedicated to interest and principal payments and therefore not available to fund our operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes; •may impair our ability to obtain additional financing on favorable terms or at all in the future; •may limit our flexibility in planning for, or reacting to, changes in our business and industry; and •may make us more vulnerable to downturns in our business, our industry or the economy in general. The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business. Certain of our indentures, term loan facilities, ECA-guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings, and other agreements governing our debt impose operating and financial restrictions on our activities that limit our operational flexibility. Among other negative covenants customary for such financings, certain of these restrictions limit our ability to incur additional indebtedness, create liens on, sell or access certain assets, declare or pay certain dividends and distributions or enter into certain transactions, investments, acquisitions, loans, guarantees or advances. Additionally, a substantial portion of our owned aircraft are held through Special Purpose Entities (“SPEs”) or finance structures that finance or refinance the aircraft through funding agreements that place restrictions on distributions of funds to us. Agreements governing certain of our indebtedness also contain financial covenants, including requirements that we comply with certain loan-to-value, interest coverage and leverage ratios. These restrictions could impede our ability to operate our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities. Our ability to comply with these covenants may be affected by events beyond our control including war or other hostilities or the imposition of sanctions. Please refer to the discussion in “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—The international operations of our business and those of our lessees expose us to geopolitical risks that may have a negative impact on our and our lessees’ businesses, including the risk of legal and regulatory responses.” Failure to comply with any of the covenants in our financing agreements would result in a default under those agreements and could result in a default under other agreements containing cross-default provisions. Under these circumstances, we may have insufficient funds or other resources to satisfy all our obligations. 8 Changes in interest rates may adversely affect our net income, particularly by increasing our cost of borrowing. Like many leasing companies, we are subject to interest rate risk. We use a mix of fixed-rate and floating-rate debt to finance our business. The principal amount of our outstanding floating-rate debt was $10.9 billion, or 25% of the total principal amount of our outstanding indebtedness, as of December 31, 2025. Our cost of borrowing is affected by the interest rates that we obtain on our debt financings, which can fluctuate based on, among other things, general market conditions, the market’s assessment of our credit risk, prevailing interest rates in the market, fluctuations in U.S. Treasury rates and other benchmark rates, changes in credit spreads or swap spreads, and the duration of the debt we issue. While we routinely enter into hedging transactions to mitigate this risk, those hedging transactions may not sufficiently insulate us from the impact of changes in interest rates and may cause us to forgo any benefit that might result from favorable fluctuations in such rates. In addition, we are exposed to the credit risk that the counterparties to our derivative contracts will default on their obligations. Please refer to “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Interest rate risk” for further details on our interest rate risk. One of our primary sources of income is leases with multi-year fixed rates. A mismatch in the rates that we are obligated to pay to finance our business and the rents that accrue to us under leases of our flight equipment can negatively impact our net income. Despite rate decreases during the year ended December 31, 2025, interest rates remain elevated relative to the past 15 years in the United States, the European Union and other countries, and may remain high during 2026. In a higher interest rate environment, we are obligated to make higher interest payments to the lenders of our floating-rate debt, which negatively impacts our net income to the extent that those payments are not hedged. Higher rates are also likely to increase the cost of any new financing we may raise during this period, which could, if not hedged, impact our net income. Typically, we are not able to immediately offset this negative impact by increasing the rates on our leases. During the year ended December 31, 2025, 99% of our basic lease rents from flight equipment under operating leases was attributable to leases with fixed lease rates or power-by-the-hour (“PBH”) agreements and 1% was derived from leases with lease rates tied to floating interest rates. As our leases are primarily for multiple years with fixed lease rates for the duration of the lease, we generally cannot increase the lease rates with respect to a particular aircraft until the expiration of the lease, even if the market is able to bear the increased lease rates. As a result, there will be a lag in our ability to adjust and pass on the costs of increasing interest rates. Rising interest rates may also have a negative impact on the financial condition of our lessees, who may find it more difficult to service their debt and obtain new financing on favorable terms. While most of our leases have fixed lease rates, some lessees do have floating-rate leases, and rising interest rates may increase the risk of a lessee with floating-rate lease rates defaulting as payments due to us increase. We are also exposed to certain risks from interest rate decreases. Decreases in interest rates may adversely affect our interest revenue on cash deposits and our lease revenue, in part because a decrease in interest rates would cause a decrease in our lease revenue from leases with lease rates tied to floating interest rates. We could also experience reduced lease revenue from our fixed-rate leases if interest rates decrease because these are based, in part, on prevailing interest rates at the time we enter into the lease. As a result, new fixed-rate leases we enter into at a time of lower interest rates may be at lower lease rates than had no such interest rate decrease occurred, adversely affecting our lease revenue. This may be particularly harmful to our business if we incur debt at higher interest rates and enter into leases at a time of lower interest rates. 9 Inflationary pressure may have a negative impact on our financial results, including by diminishing the value of our leases. After a sustained period of relatively low inflation rates, rates of inflation increased significantly during 2022 and 2023, reaching recent historical highs across major economies, including the United States, the European Union, the United Kingdom and other countries, before stabilizing during 2024 and 2025. The increases in tariffs by the United States in the last year, the prospect of potential additional tariffs and retaliatory tariffs and the trade agreements between the United States and certain trading partners in recent months may lead to higher inflation in the future. High rates of inflation may have a number of adverse effects on our business. Inflation may increase the costs of goods, services and labor used in our operations, thereby increasing our expenses. To the extent that we derive our income from leases with fixed rates of payment, high rates of inflation will cause a greater decrease in the value of those payments than had the rates of inflation remained lower. Because our leases are generally multi-year, there may be a lag in our ability to adjust the lease rates for flight equipment accordingly. High rates of inflation may also lead policymakers to attempt to decrease demand or to adopt higher interest rates to combat inflationary pressures, resulting in the risks detailed in “Item 3. Key Information—Risk Factors—Risks relating to our funding, liquidity and financial structure—Changes in interest rates may adversely affect our net income, particularly by increasing our cost of borrowing.” Our suppliers and lessees may also be subject to material adverse effects as a result of high rates of inflation, including as a result of the impact on their financial condition, changes in demand patterns, price volatility, and supply chain disruption. Negative changes in our credit ratings may limit our ability to obtain financing or increase our borrowing costs. Our cost of borrowing and access to the capital markets are affected by our credit ratings. We are currently subject to periodic review by independent credit rating agencies S&P Global Ratings, Moody’s Investor Services and Fitch Ratings, each of which currently maintains an investment grade rating with respect to us. We cannot assure you that these credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn. Any actual or anticipated changes in our credit ratings could negatively impact our ability to obtain secured or unsecured financing, increase our borrowing costs or limit our access to the capital markets, which could adversely impact our financial results. 10 Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business The international operations of our business and those of our lessees expose us to geopolitical risks that may have a negative impact on our and our lessees’ businesses, including the risk of legal and regulatory responses. Our business, and the aviation industry generally, are subject to certain geopolitical risks. Geopolitical turmoil and uncertainty can have a significant disruptive effect on global markets, lead to regulatory and legal uncertainty and the imposition of requirements that may adversely affect our business, and impact trade markets, currency exchange rates, supply chains, and demand for and regulation concerning international and domestic travel, among other areas. This could have a negative impact on our ability to lease aircraft, engines and helicopters to, collect payments from, and support and recover aviation assets from customers in certain regions based on trade restrictions, embargoes, and export control laws, and could disrupt airline travel through, among other avenues, the closures of air space. Sanctions, including prohibitions regarding the supply of aircraft and aircraft components to specific persons, or for use in specific territories, may have a material adverse impact on our business, including reduced revenues and operating cash flows and the impairment or write-off of assets. For example, the Russian invasion of Ukraine and continued conflict in that area (the “Ukraine Conflict”), the resulting sanctions imposed against Russia and actions of our former Russian lessees and the Russian government had an adverse impact on our business and resulted in our loss of flight equipment, and associated revenue, in Russia. Future geopolitical events and their associated responses, particularly in or between countries and regions where we have substantial exposure, could have similar or worse effects on our operations and financial results. For example, tensions and potential conflict between mainland China and Taiwan, tensions between China and the United States, territorial disputes between Japan and China or tensions in the South China Sea could lead to further instability in these regions and materially and adversely impact our lessees’ businesses and our business and results of operations, including our ability to comply with financial covenants. Please refer to the discussion in “Item 3. Key Information—Risk Factors—Risks related to our funding, liquidity and financial structure—The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.” Our business, and that of our lessees, may also be negatively impacted by escalation or the continuation of the Ukraine Conflict or other hostilities in that region or between Russia and the North Atlantic Treaty Organization, intensification or expansion of the conflicts involving Israel or other tensions or conflicts in the Middle East, the situations in Venezuela and Sudan, continued tension over the nuclear programs of North Korea and Iran, or political instability, hostilities or conflicts in other regions. Additionally, the international distribution of our assets exposes us to risks associated with limitations on the repossession and repatriation of our assets or the expropriation of our assets, which could lead to impairments or other write-offs. For example, at the time of Russia’s launch of the Ukraine Conflict, we had significant assets on lease to Russian airlines. While we sought to repossess the affected assets, we were only able to recover a small minority of the assets and in 2022 wrote-off the rest of our flight equipment which remained in Russia. Please refer to Note 25—Net (recoveries) charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report for further details. 11 Where we have a concentration of lessees or assets in certain geographical regions, the geopolitical, political and economic risks associated with those regions, particularly the United States and China, can be exacerbated. Through our lessees and the countries in which they operate, we are exposed to the specific economic, geopolitical and political conditions and associated risks of those jurisdictions. These risks can include economic recessions, regional impacts of epidemic diseases, burdensome local regulations, armed conflicts or, in extreme cases, increased risks of requisition or other loss of our flight equipment and risks of wide-ranging sanctions prohibiting us from leasing flight equipment in certain jurisdictions. These risks can be exacerbated in jurisdictions where we have a concentration of customers or assets. For instance, 13.9% of our long-lived assets were on lease to U.S. airlines and 11.7% of our long-lived assets were on lease to Chinese airlines as of December 31, 2025. Therefore we have significant exposure to the economic and political conditions in those countries. Please refer to Note 21—Geographic information to our Consolidated Financial Statements included in this annual report for further details. An adverse geopolitical, political or economic event in any region or country in which our lessees or our flight equipment are concentrated, such as the United States or China, could affect the ability of our lessees to meet their obligations to us, expose us to legal or political risks associated with the affected jurisdictions, or impact our ability to recover our assets (as happened as a result of the Ukraine Conflict), all of which could have a material and adverse effect on our financial condition, cash flows, liquidity and results of operations and our ability to comply with financial covenants. Please refer to the discussion in “Item 3. Key Information—Risk Factors—Risks related to our funding, liquidity and financial structure—The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.” We conduct substantial business in emerging markets, and are subject to the economic, legal and political risks associated with this strategy. We derive substantial lease revenue (45% in 2025, 46% in 2024 and 48% in 2023) from airlines in countries that are classified as emerging markets under the Morgan Stanley Capital International (“MSCI”) Emerging Markets Index methodology. Emerging market countries have less developed economies, are more vulnerable to economic and political problems and may experience significant fluctuations in gross domestic product, interest rates and currency exchange rates, as well as civil disturbances, government instability, nationalization and expropriation of private assets and the imposition of taxes or other charges by government authorities. The occurrence of any of these events could result in economic instability, which may affect the ability of our lessees that serve these markets to meet their lease obligations. This may lead to higher default rates and could adversely affect the value of our ownership interest in flight equipment subject to lease in such countries. In addition, legal systems in emerging market countries may be less developed, which could make it more difficult for us to enforce our legal rights in such countries. For these and other reasons, our financial results may be materially and adversely affected by economic and political developments in emerging market countries. Existing and future litigation could materially and adversely affect our business, financial position, liquidity or results of operations. We are, and from time to time in the future may be, a party to lawsuits relating to our business. We cannot accurately predict the ultimate outcome of any litigation due to its inherent uncertainties. These uncertainties may be increased by our exposure to different liability standards and legal systems internationally, including some that may be less developed and less predictable than those in advanced economies. An unfavorable outcome could materially and adversely affect our business, financial position, liquidity or results of operations. For instance, in June 2025, we prevailed in the London Commercial Court in a dispute against certain insurers under our contingent and possessed aviation insurance policy (“C&P Policy”) and, as a result of this judgment, we received recoveries of approximately $1.2 billion in 2025 (refer to Note 25—Net (recoveries) charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report for further details). Certain insurers are seeking to appeal the London Commercial Court judgment and, if the appeal is ultimately successful, we could be required to pay back to these insurers up to approximately $1.2 billion plus interest. In addition, regardless of the outcome of any litigation, we may be required to devote substantial resources and executive time to the defense of such actions. For a description of certain pending litigation involving our business, including the dispute with insurers described above, refer to Note 31—Commitments and contingencies to our Consolidated Financial Statements included in this annual report. 12 Trade tensions, including actual or threatened U.S. tariffs and retaliatory measures by some countries, and the resulting geopolitical and macroeconomic uncertainty could adversely impact our business. Changes in U.S. trade policy, including new or increased tariffs, and responses by other countries to these changes, have created, and may continue to create, uncertainty in global commerce. During the past year, the United States has introduced or threatened to introduce significantly higher tariffs on most countries around the world and continues to use tariffs or the threat thereof as a means of pursuing foreign policy, economic or other objectives. In response, other countries have introduced or threatened to introduce retaliatory tariffs against the United States. While some of the tariffs announced by the United States and other countries have been suspended as a result of completed or pending negotiations, in general the United States has introduced tariffs on all non-U.S.-origin goods, with certain exceptions. Trade agreements that were announced in 2025 between the United States and the United Kingdom and the European Union would generally exempt aviation from tariffs. However, these agreements have not been formally implemented and there is no assurance that they will be enacted or that aviation will remain exempt from tariffs between these countries. These changes in trade policy and ongoing negotiations of trade agreements are creating significant uncertainty, and future tariffs or other measures may create additional uncertainty, which could materially affect our business. In addition, tariffs and other measures could result in material additional costs to our lessees in impacted jurisdictions, which could affect the ability of those lessees to meet their lease obligations to us and could negatively impact the demand for leases or purchases of certain types of flight equipment in impacted jurisdictions. In addition, tariffs levied on countries where our suppliers source their parts and materials could disrupt their operations, which could result in delays in the delivery of our flight equipment on order or increased costs. These tariffs and other measures could be inflationary or cause interest rates to rise, which could negatively impact us, our suppliers and our lessees. Please refer to the discussion in “Item 3. Key Information—Risk Factors—Risks relating to our funding, liquidity and financial structure—Changes in interest rates may adversely affect our net income, particularly by increasing our cost of borrowing” and “Item 3. Key Information—Risk Factors—Risks relating to our funding, liquidity and financial structure—Inflationary pressure may have a negative impact on our financial results, including by diminishing the value of our leases.” Changes in tariffs and other measures may be announced with little or no advance notice. The adoption and expansion of tariffs and other measures, or other changes in governmental policies related to taxes, tariffs, trade agreements, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. Changes in tariffs and other measures announced to date, or the threats of such tariffs or other measures, have led to increased geopolitical and macroeconomic uncertainty and volatility in the financial markets. Any of the foregoing could have a material and adverse effect on our financial condition, cash flows, liquidity and results of operations. We are subject to regulatory and compliance risks and requirements associated with transacting business in many countries. The international nature of our business and our lessees’ businesses exposes us to a wide range of regulatory and legal regimes, including trade and economic sanctions, export controls and other restrictions imposed by the United States, the European Union, China, the United Kingdom, and other governments or organizations. Changes in international regulations, laws, taxes, export controls, tariffs, embargoes, sanctions, outbound investment rules or other restrictions on trade or travel, including changes in response to geopolitical events, could adversely affect the profitability of our lessees’ businesses, the operations of aircraft manufacturers or the results of our operations. There is also a risk that we may become subject to contradictory legal obligations. A violation of any of these laws or regulations, and those imposed by other relevant jurisdictions (including the European Union), could materially and adversely impact our business, operating results, and financial condition. For instance, the U.S. Departments of Justice, Commerce, State and Treasury and other U.S. federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the Foreign Corrupt Practices Act, and other U.S. federal statutes and regulations, including those established by the Office of Foreign Asset Control. Under these laws and regulations, the U.S. government may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries, and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. We have implemented and maintain in effect policies and procedures designed to ensure compliance by us, our subsidiaries and our directors, officers, employees, consultants and agents with respect to various export control, anti-corruption, anti-terrorism and anti-money laundering laws and regulations. However, such personnel could engage in unauthorized conduct for which we may be held responsible. Violations of such laws and regulations may result in severe criminal or civil penalties, and we may be subject to other liabilities, which could materially and adversely affect our financial results. 13 The General Data Protection Regulation (“GDPR”), which became law in the EU in 2018, regulates the ways in which businesses process personal data in Europe. There are extensive documentation obligations and transparency requirements, which may impose significant costs on us. Failure to comply with the GDPR may subject us to significant litigation or enforcement actions, fines, claims for compensation by customers and other affected individuals, damage to our reputation, orders to remedy breaches or criminal prosecutions, any of which could have a material adverse impact on our business, operating results, and financial condition. For example, under the GDPR, we could incur significant fines of up to 4% of our annual global revenue. The development of additional, or enhancement of existing, data protection regulations in other jurisdictions, such as the United States, may impose additional costs on us. Our assets are subject to various environmental regulations and concerns, including those relating to climate change. Our operations and assets are subject to various U.S. federal, state and local laws and regulations, and non-U.S. laws and regulations related to the protection of the environment. We could incur substantial costs, including capital and other expenditures, to comply with such requirements, as well as fines, penalties, or civil or criminal sanctions and third-party claims, if we were to violate or become liable under such laws or regulations. For example, jurisdictions around the world have adopted regulations regarding aircraft and engine noise and emissions levels that apply based on where the relevant aircraft is registered and where the aircraft is operated and that have become more stringent over time. These or other future regulations applicable to our aircraft could limit the usability or the economic life of certain of our aircraft and engines, reduce their value, limit our ability to lease or sell the non-compliant aircraft and engines or, if engine modifications are permitted, require us to make significant additional investments in the aircraft and engines to make them compliant. Due to concerns over the risks of climate change, certain jurisdictions in which we operate have moved towards imposing more stringent limits on greenhouse gas emissions from aircraft. Although current emissions control laws generally apply to newer engines, new laws could be passed in the future that also impose limits on older engines, thereby subjecting our older engines to existing or new emissions limitations or indirect taxation. These limits may also impact growth levels in air travel. In particular, the aviation sector is subject to a number of Emissions Trading Systems (“ETS”), the most significant of which is the European Union’s EU-ETS. These are cap‐and‐trade systems for greenhouse gas emissions, under which airlines currently are granted free emissions allowances based on historical performance and a carbon dioxide efficiency benchmark. However, in a 2023 directive, the European Parliament and European Council adopted components of the European Commission’s “Fit for 55” proposal, which modified the EU-ETS by phasing out free emissions allowances for the aviation sector by 2026. Additionally, in connection with its efforts to achieve emissions reduction targets for 2030 and 2050, the EU adopted the ReFuelEU Aviation Regulation in 2023. Under this regulation, fuel suppliers were required to increase the share of sustainable aviation fuel blended into conventional aviation fuel supplied at designated EU airports beginning in 2025, with further increases over the next 25 years. In addition, the International Civil Aviation Organization (“ICAO”) has adopted the Carbon Offsetting and Reduction Scheme for International Aviation (“CORSIA”), a global market-based scheme aimed at reducing carbon dioxide emissions from international aviation that will become mandatory in 2027. As of December 31, 2025, 129 countries, including the United States, were participating in the voluntary phase of CORSIA. Although participation is voluntary for countries, CORSIA compliance is mandatory for all airlines operating international flights between any participating countries. Assigning a cost to air emissions, such as via ETS and CORSIA, could favor the use of younger, more fuel-efficient aircraft, since they generally produce lower levels of emissions per passenger, which could adversely affect our ability to re-lease or otherwise dispose of less efficient older aircraft on a timely basis, on favorable terms or at all. This is an area of law that continues to evolve and varies by jurisdiction. While it is uncertain whether new emissions restrictions will be passed, or if passed, what impact these laws might have on our business, any future emissions limitations or other future requirements to address climate change concerns could adversely affect us. The airline industry has also come under scrutiny by the press, the public and investors regarding the impact of air travel on the environment, including emissions to the air, discharges to surface and subsurface waters, safe drinking water, aircraft noise, the management of hazardous substances, oils and waste materials and other environmental impacts related to aircraft operations. If such scrutiny results in reduced air travel or increased costs to air travel, it may affect demand for our aircraft and lessees’ ability to make rental and other lease payments and reduce the value we receive for our aircraft upon any disposition, which would negatively affect our financial condition, cash flows and results of operations. In addition, growing demand to transition to lower-carbon technologies, such as sustainable aviation fuels that may be developed over time, may increase airline costs or reduce demand for our aircraft or engines or airline travel more generally. 14 Corporate responsibility, specifically related to ESG matters, has imposed, and may continue to impose, additional costs. Certain jurisdictions in which we operate have proposed or enacted ESG-specific reporting requirements, such as the EU Corporate Sustainability Reporting Directive. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed, and others may in the future develop, scores and ratings to evaluate companies and investment funds based upon ESG or “sustainability” metrics. The level of a company’s greenhouse gas emissions is one such metric that has received heightened attention by lenders, investors, shareholders and lawmakers in recent years. Investors, particularly institutional investors, have in the past used, and may continue to use, these scores to benchmark companies against their peers. Investors’ and other stakeholders’ perspectives on ESG and sustainability reporting vary. Some investment funds continue to focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in making an investment decision. In other jurisdictions, the importance of ESG metrics has waned or has been the subject of backlash. As a result, companies’ ESG actions and disclosures have in recent years triggered both positive and negative engagement by investors and may continue to affect investors’ voting decisions or other actions in respect of such companies’ governance. We have had to, and may continue to have to, address inconsistent regulatory requirements and stakeholder expectations across the jurisdictions in which we operate. In addition, current EU regulations require financial firms to disclose how sustainability risks are incorporated into their lending decisions, and further regulations in the EU, and similar regulations in other jurisdictions, may come into force in the future. Such regulations may encourage or require lenders to consider the sustainability impact of their loans, and if we, or the aviation sector generally, become disfavored, the availability or terms of financing and our cost of funds could be materially and adversely impacted. We may also face reputational damage in the event our corporate responsibility initiatives or objectives (including with respect to greenhouse gas emissions), or the ESG or sustainability ratings assigned by third-party rating services, do not meet (or are perceived not to meet) the expectations of our lenders, investors, shareholders, lawmakers or other constituencies. Our ESG or sustainability rating or score by a third-party rating service could also result in the exclusion of our common stock or debt from consideration by certain investors who may elect to invest with competitors that are more closely aligned with their ESG or sustainability priorities. Our monitoring of, and efforts to comply with, evolving standards regarding ESG-related corporate responsibility matters by lenders, investors, lawmakers and other parties as described above have in the past imposed, and may continue to impose, additional costs, which could have an adverse impact on our financial condition, cash flows and results of operations. 15 Our insurance policies, including our use of a captive insurance company, may not provide adequate protection against risks, events outside of our control may cause insurers to raise premiums and/or reduce or cancel available coverage, and we may not be able to recover losses under our policies. We seek protection from a number of our key operational risk exposures by purchasing insurance to cover insurable risks, by requiring our lessees to maintain insurance, and through a captive insurance program. We require our lessees to provide insurance coverage with respect to leased flight equipment, with AerCap (or our relevant affiliate) named as an insured under those policies in the event of a total loss of an aircraft or engine. We also purchase contingent and possessed insurance, which provides us with coverage when our flight equipment is not subject to a lease or where a lessee’s policy fails to indemnify us. We have also adopted a captive insurance program to complement our overall insurance program. Although we believe that our insurance coverage is consistent with industry practice and available cover from the insurance market, our insurance may not adequately cover certain risks. Our and our lessees’ insurance policies are subject to periodic review by insurers and may not be renewed at all or may be renewed on less favorable terms. Events outside of our control may cause insurers to increase premiums and/or decrease coverage under insurance policies, or even withdraw from the market entirely. For example, the Ukraine Conflict led insurers to reassess their exposure to certain risks and geographical locations and, since the start of the Ukraine Conflict, we have experienced a significant increase in the cost of our insurance and a significant reduction in our insurance cover. We expect to continue to experience difficulty in obtaining appropriate policy limits and coverage at a reasonable cost and on reasonable terms. An inability to obtain insurance, significant increases in the cost of insurance we obtain, higher deductibles or lower limits under our policies or losses in excess of our insurance coverage could have a material adverse effect on our business. In 2022, we established a Bermuda-domiciled wholly-owned captive insurance company, Aistrigh Limited (“Aistrigh”), to help mitigate significant increases to our insurance costs. As of December 31, 2025, Aistrigh provided approximately 3.1% of our hull war insurance and approximately 2.5% of our hull all risks insurance. Aistrigh’s participation in our aviation insurance may increase or decrease in future years. Aistrigh may not provide the intended benefits, and our funding of Aistrigh may be insufficient to adequately cover the costs of any insured events. In addition, there is no guarantee that reinsurance will continue to be available to Aistrigh, which would negatively impact our captive insurance coverage. Even where we have insurance, we may face difficulties in pursuing claims under our policies. War risk insurance policies may be invalidated as a result of events outside of our control, including hostilities between the United Kingdom, the United States, France, Russia and China, or through the use of tactical nuclear devices in active conflicts. Where insurance claims can be made, they may take years to fully settle and we may be in dispute with our insurers about the extent of coverage, as we have experienced as a result of the Ukraine Conflict. Pursuing claims may require certain legal, regulatory and other enforcement costs for which we may not be reimbursed. 16 Risks related to disease, natural disasters, terrorist attacks and other world events Global or regional public health developments, extreme weather or natural disasters or other force majeure events may adversely affect the demand for air travel, the financial condition of our lessees and the aviation industry more broadly, and ultimately our financial condition, results and cash flows. Our international operations expose us to risks associated with unforeseen global and regional events. Epidemic diseases such as Covid-19, Ebola, measles, Severe Acute Respiratory Syndrome (SARS), H1N1 (swine flu) and Zika virus could materially and adversely affect the overall amount of air travel. For example, the Covid-19 pandemic caused significant economic disruption and a dramatic reduction in commercial airline traffic, resulting in a broad adverse impact to the aviation industry and our business. These diseases, or the fear of these diseases, could result in government-imposed travel restrictions and reduced passenger demand for travel. The occurrence of severe weather events or natural disasters, including floods, earthquakes, wildfires, hurricanes and volcanic eruptions, may make airlines unable to operate to or from certain regions or impact demand for air travel, and the frequency or severity of these types of events may worsen as a result of climate change. The occurrence or outbreak of any of the above events or other force majeure events could adversely affect commercial airline traffic, reduce demand for flight equipment leases or impair the financial condition of the aviation industry, including our lessees. As a result, our lessees may not be able to satisfy their payment obligations to us. These events may also cause damage to our flight equipment, the extent of losses from which may not be fully covered by insurance. For these and other reasons, our financial results may be materially and adversely affected by the occurrence of such events. The effects of, or the threat of, terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry and our lessees’ ability to meet their lease payment obligations to us. Terrorist attacks and the threat of terrorist attacks, war or armed hostilities, or the fear of such events, have historically had a negative impact on the aviation industry and could result in: •higher costs to airlines due to the increased security measures; •decreased passenger and air cargo demand and revenue; •the imposition of “no-fly zone” or other restrictions on commercial airline traffic in certain regions; •uncertainty of the price and availability of jet fuel and the cost and practicability of obtaining fuel hedges; •higher financing costs and difficulty in raising the desired amount of proceeds on favorable terms, if at all; •significantly higher premiums or reduced coverage amounts for aviation insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, which may be insufficient to comply with the current requirements of aircraft lenders and lessors or applicable government regulations, or the unavailability or cancellation of certain types of insurance, as generally evidenced by the change in the war insurance market, and by the imposition by insurers of new geographical limits and restrictions on airlines’ policies; •reliance by aircraft lenders or lessors on government programs for specified types of aviation insurance, which may not be available at the relevant time or under which governments may not pay in a timely fashion; •inability of airlines to reduce their operating costs and conserve financial resources, taking into account the increased costs incurred as a consequence of such events; •special charges recognized by some operators, such as those related to the impairment of aircraft and engines and other long-lived assets stemming from the grounding of aircraft as a result of terrorist attacks, economic conditions and airline reorganizations; and •an airline becoming insolvent and/or ceasing operations. Such events are likely to cause our lessees to incur higher costs and to generate lower revenues, which could result in a material adverse effect on their financial condition and liquidity, including their ability to make rental and other lease payments to us or to obtain the types and amounts of insurance we require. Such events could also impact the operations of our lessees and could lead to aircraft or fleet groundings (for instance due to cancellation of war insurance cover) or additional lease restructurings and repossessions, increase our cost of re-leasing or selling flight equipment, impair our ability to re-lease or otherwise dispose of flight equipment on favorable terms or at all, or reduce the proceeds we receive for our flight equipment in a disposition. 17 Risks relating to market demand for, and lease rates and value of, flight equipment in our fleet We may be unable to generate sufficient returns on our flight equipment investments. Our results depend on our ability to consistently acquire strategically attractive flight equipment, continually and profitably lease and re-lease them, and finally sell or otherwise dispose of them, in order to generate returns on the investments we have made, provide cash to finance our growth and operations, and service our existing debt. Upon acquiring flight equipment, we may not be able to enter into leases that generate sufficient cash flow to justify the cost of purchase. When our leases expire or our flight equipment is returned prior to the date contemplated in the lease, we bear the risk of re-leasing, selling or parting-out the asset. Because our leases are predominantly operating leases, only a portion of the relevant flight equipment’s value is recovered by the revenues generated from the lease and we may not be able to realize such flight equipment’s residual value after lease expiration. Our ability to profitably purchase, lease, re-lease, sell or otherwise dispose of our aircraft, engines and helicopters will depend in part on conditions in the airline industry and general market and competitive conditions at the time of purchase, lease and disposition, which are outside of our control. Our business depends heavily on the level of demand for flight equipment in our fleet, which may decline as a result of changes in market conditions and the overall health of air travel. Flight equipment are long-lived assets and demand can change over time as a result of changes in market conditions outside of our control. Customer demand for our assets is primarily driven by long-term trends in passenger air travel and air cargo demand, and is limited by airport and air traffic control infrastructure constraints. Demand is also influenced by changes in economic growth, regulation, customer profitability, fuel prices, the availability of asset financing, pricing and other competitive factors. The imposition of more stringent regulation on air travel may adversely impact the profitability of air travel and reduce demand for our aircraft and engines. Types of regulation that could impact flight equipment demand include environmental rules, noise or emissions limitations, aircraft age constraints, trade and import and export controls, tariffs and other trade barriers. If flight equipment demand declines, lease rates and residual values of assets could be negatively impacted and we may be unable to lease our assets on favorable terms, if at all. Flight equipment values and lease rates have occasionally experienced sharp decreases in response to market conditions or otherwise. Demand for an aircraft can also be affected by factors unique to that aircraft, including the maintenance and operating history of the airframe and engines, the compatibility of aircraft configurations and specifications with other aircraft owned by operators of that type, the number of operators using the particular type of aircraft, the availability of documentary records for the aircraft and aircraft age. The desirability of an aircraft may also be impacted by factors pertinent to the model of an aircraft, such as the performance and reliability of the specific engine type installed on a particular aircraft model, technical limitations and technical problems associated with an aircraft model or the operating histories of an aircraft model. In addition, new aircraft types that are introduced to the market could be more attractive for the target lessees of our aircraft, increasing the supply of older aircraft in the marketplace. This may cause the retirement and obsolescence of aircraft models, decrease comparative values of aircraft based on newly competitive aircraft and reduce the availability of spare parts for older aircraft. For instance, in the last 15 years, Airbus S.A.S. (“Airbus”), The Boeing Company (“Boeing”) and Embraer S.A. (“Embraer”), have introduced several new technology aircraft types into service, including the Boeing 787 Family, the Boeing 737 MAX Family, the Airbus A320neo Family, the Airbus A330neo Family, the Airbus A350 Family, the Airbus A220 Family and the Embraer E-Jet E2 Family. These new technology aircraft types, and potential variants of these types, may reduce the desirability of, and have an adverse effect on residual value and future lease rates of, older aircraft types and variants. Additionally, new manufacturers may develop a narrowbody aircraft that competes with established aircraft types from Airbus, Boeing and Embraer, putting downward price pressure on, and decreasing the marketability of, aircraft from these manufacturers. The development of more fuel-efficient engines could make aircraft in our portfolio with engines that are not as fuel-efficient less attractive to potential lessees. A decrease in demand for our flight equipment as a result of any of these factors could materially and adversely affect lease rates and residual values for our flight equipment, our ability to lease our flight equipment on favorable terms, if at all, and our financial results. 18 Manufacturer behavior may adversely affect the lease rates and value of aircraft in our fleet or our results of operations more broadly. The manufacture and supply of commercial aircraft is concentrated among a limited number of manufacturers. Aircraft also have long delivery cycles. We rely, as a result, on these manufacturers responding early and appropriately to changes in the market environment, delivering aircraft that meet our lessees’ expectations and fulfilling contractual obligations they have to us. Failure on the part of manufacturers in relation to any of these requirements may cause us to experience: •missed or late delivery of aircraft and engines ordered by us and an inability to meet our contractual obligations to our customers, resulting in lost or delayed revenues, lower growth rates and strained customer relationships; •an inability to acquire aircraft and engines and related components on terms that will allow us to lease those aircraft and engines to customers at a profit, resulting in lower growth rates or a contraction in our aircraft portfolio; •a market environment with too many aircraft and engines available, creating downward pressure on demand for the aircraft and engines in our fleet and reduced market lease rates and sale prices; •reduced demand for a manufacturer’s aircraft due to poor customer support or reputational damage to such manufacturer, thereby reducing the demand for those aircraft or engines in our fleet and reduced market lease rates and residual aircraft values for those aircraft and engines; •a reduction in our competitiveness due to deep discounting by the aircraft or engine manufacturers, which may lead to reduced market lease rates and aircraft values and may affect our ability to remarket for lease, or sell at a profit, some of the aircraft in our fleet; and •technical or other difficulties with aircraft or engines after delivery that subject aircraft to operating restrictions or groundings, reducing value and lease rates of such aircraft and our ability to lease or dispose of such aircraft on favorable terms. Operating restrictions or groundings may also adversely impact our lessees’ business. For example, production quality issues requiring the removal of Pratt & Whitney geared turbofan engines for accelerated inspection has led to an increase in groundings of impacted A320neo Family aircraft, which may negatively impact the financial condition of our lessees and demand for Pratt & Whitney-powered A320neo Family aircraft. Uncertainty regarding air travel demand may also lead to a reduction in the availability of debt financing for aircraft purchases, which could increase the gap between aircraft production and demand. Any such decrease in aircraft values and lease rates, or increase in the cost or availability of funding, could materially and adversely affect our financial results. 19 Risks related to the financial strength of, and our relationship with, our lessees Our financial condition is dependent, in part, on the financial strength of our lessees. We generate our revenue primarily from leases to airlines, and as a result we are exposed to many of the risks that airlines face. The ability of our lessees to perform their obligations depends primarily on their financial condition and cash flows, which are affected by factors outside our control. In addition to general economic and market conditions, airlines are affected by overall changes in passenger and air cargo demand, the price and availability of jet fuel, labor difficulties and costs, manufacturer production issues, disruptions to operations due to global conflicts, currency exchange rates, the availability of financial or other governmental support and governmental regulation and associated fees, including travel restrictions, restrictions on greenhouse gas emissions, environmental regulations and fly-over restrictions. Generally, airlines with high financial leverage are more likely than airlines with stronger balance sheets to be affected, and are affected more quickly, by these factors. Such airlines are also more likely to seek operating leases. A deterioration in the financial condition and cash flows of our lessees could increase the risk that they will delay, reduce or fail to make rental payments when due. At any point in time, our lessees may be significantly in arrears. Some lessees encountering financial difficulties may seek a reduction in their lease rates or other concessions, such as a deferral of their obligations to make rent or supplemental maintenance rent payments or a decrease in their contribution toward maintenance obligations. Moreover, we may not correctly assess the credit risk of each lessee or charge lease rates that incorrectly reflect related risks. Many of our lessees are not rated investment grade by the principal U.S. rating agencies and may be more likely to suffer liquidity problems than those that are so rated. Our financial condition, financial results and cash flows may be materially and adversely affected by any events adversely affecting the financial strength of our lessees. Increases in fuel prices and fuel price volatility could affect our lessees’ ability to meet their lease payment obligations to us. The cost of fuel represents a major expense to airlines that is not within their control, and significant increases in fuel costs or hedges that inaccurately assess the direction of fuel costs can materially and adversely affect their operating results. Historically, fuel prices have fluctuated widely depending primarily on international market conditions, geopolitical and environmental events and currency exchange rates, including events, such as natural disasters and wars, that affect fuel supply. Due to the competitive nature of the aviation industry, operators may be unable to increase airfares in a manner that fully offsets increases in fuel costs. In addition, they may not be able to enter appropriate hedging positions to manage their exposure to fuel price fluctuations. Airlines that hedge their fuel costs may suffer adverse impacts to their profitability and liquidity from swift movements in fuel prices, if their hedge agreements require them to post cash collateral. Therefore, if for any reason fuel prices return to historically high levels or show significant volatility, our lessees are likely to incur higher costs or generate lower revenues, which may affect their ability to meet their obligations to us. Instability in the banking system or financial markets could impair our lessees’ ability to finance their operations, which could affect their ability to comply with payment obligations to us. Adverse changes in the global banking system or the global financial markets may have a material adverse effect on our business. Many of our lessees have expanded their airline operations through borrowings and some are highly leveraged. These lessees depend on banks and the capital markets to provide working capital and to refinance existing indebtedness. Global financial markets can be highly volatile and the availability of credit from financial markets and financial institutions can vary substantially. Events that adversely impact capital markets could lead to the imposition of stricter capital requirements on borrowers, reduce the general availability of credit or otherwise result in higher borrowing costs, limiting our lessees’ abilities to finance their operations, which could affect their ability to meet payment obligations to us. 20 If our lessees encounter financial difficulties and we restructure or terminate our leases, including as a result of customer reorganizations or bankruptcies, we are likely to obtain less favorable lease terms. If a lessee delays, reduces, or fails to make rental payments when due, or has advised us that it will do so in the future, we may elect or be required to restructure or terminate the lease. In addition, in recent years, several airlines and other customers, including several of our lessees, have filed for protection under their local bankruptcy and insolvency laws, and certain airlines and other customers have gone into liquidation. A restructured lease will likely contain terms that are less favorable to us. If we are unable to agree on a restructuring and we terminate the lease, we may not receive all or any payments still outstanding, and we may be unable to re-lease the flight equipment promptly and at favorable rates, if at all. Moreover, airline bankruptcies historically have led to the grounding of significant numbers of aircraft, rejection of leases and negotiated reductions in aircraft lease rentals, with the effect of depressing aircraft market values. As such, further reorganizations would adversely affect our ability to re-lease or sell aircraft at favorable rates, if at all. We have conducted restructurings and terminations in the ordinary course of our business, and we expect more will occur in the future. If we are obligated to perform a significant number of restructurings and terminations, the associated reduction in lease revenue could materially and adversely affect our financial results and cash flows. If our lessees fail to cooperate in returning our assets following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions. Our legal rights and the relative difficulty of repossession vary significantly depending on the jurisdiction in which our flight equipment is located and the applicable law. We may need to obtain a court order or consents for deregistration or re-export, a process that can differ substantially in different countries. Where a lessee or other operator flies only domestic routes in the jurisdiction in which the asset is registered or in which the lessee operator is based, repossessing and exporting the asset may be challenging, especially if the jurisdiction permits the lessee or the other operator to resist deregistration or export of the asset. For example, due to the Ukraine Conflict and sanctions imposed against Russia, we sought to repossess all of our aircraft and engines from Russian airlines and remove them from Russia, but we were unable to repossess the vast majority of those assets. Please refer to Note 25—Net (recoveries) charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report for further details. When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional limitations may apply. For example, certain jurisdictions entitle the lessee or another third-party to retain possession of the flight equipment without paying lease rent or performing all or some of the obligations under the relevant lease. Certain of our lessees are partially or wholly owned by government-related entities, which can complicate our efforts to repossess our aircraft in that government’s jurisdiction. If we encounter any of these difficulties, we may be delayed in, or prevented from, enforcing certain of our rights under a lease and in re-leasing the affected flight equipment. When conducting a repossession, we are likely to incur significant costs and expenses that are unlikely to be recouped, including, for example, legal and regulatory expenses, taxes, lost revenue, maintenance and refurbishment and repair costs necessary to put the flight equipment in suitable condition for re-lease or sale. We may also make payments to discharge liens placed on our flight equipment by third parties and, until these liens are discharged, be restricted in our ability to repossess, release or sell our flight equipment. Although the financial obligations relating to these liens are the contractual responsibility of our lessees, if they fail to fulfill these obligations, such liens may ultimately become our responsibility and impose additional repossession costs on us. If we incur significant costs in repossessing our flight equipment, our financial results may be materially and adversely affected. 21 We have limited control over the operation of our flight equipment while it is under lease and depend on our lessees to properly maintain and insure our flight equipment. While our flight equipment is on lease, we do not directly control its operation. Under our leases, our lessees are primarily responsible for maintaining our assets, obtaining adequate levels of insurance and complying with all governmental requirements applicable to the lessee and the flight equipment, including operational, maintenance, government agency oversight, registration requirements and airworthiness directives. We also require many of our lessees to pay us supplemental maintenance rents. Nevertheless, because we still own and hold title to the flight equipment, we could be exposed to costs or losses resulting from a lessee’s failure to properly maintain an asset under lease or be held liable for losses resulting from its operation while under lease. If a lessee fails to perform required maintenance on our asset during the term of the lease, the asset’s market value may decline or we might be required to incur maintenance and modification costs, which would result in lower revenues from its subsequent lease or sale, or the asset might be grounded. Additionally, if our lessees are unable to procure, or fail to maintain, adequate insurance coverage, default in their indemnification or insurance obligations to us, or are exposed to losses for which they do not have coverage, our lessees’ operations may be curtailed or halted, and we could face increased costs from pursuing corrective action or face reductions in, or the absence of, insurance proceeds that would otherwise be payable to us in the case of loss. If our lessees fail to meet their obligations to pay supplemental maintenance rents or end-of-lease (“EOL”) compensation, fail to perform required scheduled maintenance, fail to obtain and maintain insurance coverage for losses to which they are exposed, or if we are required to incur unexpected costs associated with any of the above, our financial results may be materially and adversely affected. In certain countries, an engine affixed to an aircraft may become an accession to the aircraft and we may not be able to exercise our ownership rights over the engine. Under some legal principles, an engine affixed to an aircraft may become an accession to the aircraft, whereby the ownership rights of the owner of the airframe supersede those of the owner of the engine. In such cases, where an aircraft is security for the owner’s obligations to a third-party, the security interest in the aircraft may supersede our rights as owner of the engine. As a substantial part of the value of an aircraft derives from its engines, we would suffer a substantial loss if our ability to repossess a leased engine were limited in the event of a lease default, which could materially and adversely affect our financial results. 22 Risks related to competition and the aviation industry Competition and changes in market participants, including lessors, manufacturers and aircraft lessees, may adversely affect our business operations. The aviation leasing industry is highly competitive. Our competitors are primarily other major aircraft leasing companies, but we may also encounter competition from emerging aircraft leasing companies that we do not currently consider our main competitors. We may also face competition from other market participants, such as airlines, aircraft manufacturers, aircraft brokers, financial institutions (including those seeking to dispose of repossessed aircraft at distressed prices) and other entities that invest in aircraft and engines. Some of these competitors may have greater operating and financial resources than we do and we may not always be able to compete successfully, which could materially and adversely affect our financial results. Over the past several years, market participants in the aviation industry have changed as a result of restructuring or bankruptcies, mergers and acquisitions, entities entering or exiting the industry or entities entering into new or different market segments. In some cases, competitors have increased in relative size to AerCap due to consolidation. We expect similar changes to take place in the future. Changes in market participants may affect our business by, for instance, reducing competition amongst manufacturers, changing the offering of aircraft types and models in the market, reducing demand for our aircraft from lessees or increasing the competition we face for new lessees or favorable terms on our transactions. New aircraft manufacturers, such as Commercial Aircraft Corporation of China, Ltd. in China, could produce aircraft that compete with current and future offerings from Airbus, Boeing and Embraer. These changes may materially affect our business. The financial instability of, or manufacturing delays suffered by, an aircraft or engine manufacturer or other industry partner could impact delivery of our flight equipment on order and negatively affect our cash flow and results of operations. The supply of commercial aircraft is dominated by Airbus and Boeing and there are a limited number of engine manufacturers. There is a risk that disruptions, including supply chain issues, labor stoppages, manufacturing and quality control issues, and any financial instability, at any of these manufacturers could harm our business, as our ability to deliver new aircraft and engines to our lessees depends on these manufacturers timely fulfilling their contractual delivery obligations to us. Further, we may experience additional delivery delays and associated costs if aircraft manufacturers continue to encounter quality issues that delay the manufacture of new aircraft or those aircraft fail to meet the contractual requirements or the requirements of air travel regulators. For example, the grounding and suspension of deliveries of the Boeing 737 MAX in 2019 and 2020 and the suspension of deliveries of the Boeing 787 in 2020 and 2021, production halts and enhanced inspection procedures required in advance of certification and clearance for delivery of certain Boeing aircraft have led to delays in the delivery of our aircraft on order from Boeing. In addition, a Federal Aviation Administration (“FAA”) constraint on expansion of 737 MAX production has contributed to additional delays, although Boeing has recently received approval from the FAA to increase 737 MAX production rates. Delivery delays can materially affect our revenues, results of operations, net income and operating cash flows. For additional detail, please refer to “Item 3. Key Information—Risk Factors—Risks relating to market demand for, and lease rates and value of, flight equipment in our fleet—Manufacturer behavior may adversely affect the lease rates and value of aircraft in our fleet or our results of operations more broadly.” Our leases contain lessee cancellation clauses related to aircraft delivery delays, typically for new aircraft delivery delays greater than one year, and our purchase agreements contain similar provisions. If there are delivery delays for aircraft for which we have made future lease commitments, some or all of our affected lessees could elect to terminate their lease arrangements with respect to such delayed aircraft. Any such termination could negatively affect our cash flow and results of operations. 23 Risks related to accounting and impairments If a decline in demand for certain assets causes a decline in their projected lease rates and residual values, or if we expect to dispose of an asset for a price that is less than its depreciated book value on our balance sheet, then we will recognize impairments or make fair value adjustments. We test long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. If the sum of the expected undiscounted future cash flows is less than the asset value (including the lease-related assets and liabilities of that asset, such as the maintenance rights assets, lease incentives, and maintenance liabilities), an impairment loss is recognized. The loss is measured as the excess of the carrying value of the asset over its estimated fair value. Factors that may contribute to impairment charges include, but are not limited to, unfavorable airline industry trends affecting the residual values of certain flight equipment types, high fuel prices and development of more fuel-efficient aircraft shortening the useful lives of certain aircraft, management’s expectations that certain flight equipment is more likely than not to be parted-out or otherwise disposed of sooner than their expected life, and new technological developments. Cash flows supporting carrying values of older flight equipment are more dependent upon current lease contracts. If economic conditions deteriorate, we may be required to recognize impairment losses. In that event, our estimates and assumptions regarding forecasted cash flows from our long-lived assets would need to be reassessed, including the duration of the economic downturn and the timing and strength of the pending recovery, both of which are important variables for purposes of our long-lived asset impairment tests. Any of our assumptions may prove to be inaccurate, which could adversely impact forecasted cash flows of certain long-lived assets, especially for older aircraft. If so, it is possible that there may be an event-driven impairment for other long-lived assets in the future and that any such impairment amounts may be material. As of December 31, 2025, 339 of our owned passenger aircraft under operating leases were 15 years of age or older. These aircraft represented 6% of our total flight equipment and lease-related assets and liabilities as of December 31, 2025. Please refer to “Item 5. Operating and Financial Review and Prospects—Critical accounting estimates—Flight equipment held for operating leases, net” for a detailed description of our impairment policy. 24 Risks related to information technology A cybersecurity incident, including a ransomware attack, could lead to a material disruption of our information systems or the information systems of our third-party providers, the loss of business information or losses attributable to fraud, which may hinder our ability to conduct our business effectively or result in lost revenues or other costs. Our business depends on the secure operation of our information systems and the information systems of our third-party providers to manage, process, store and transmit information associated with aviation leasing. Like other global companies, we have, from time to time, experienced cybersecurity threats to our data and information systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. For example, the Company experienced a cybersecurity incident related to ransomware in 2024, when a perpetrator exploited a vulnerability in third-party software to obtain access to data hosted on a small number of the Company’s IT servers. The incident caused no material disruption to the Company’s operations, the Company suffered no financial loss related to the incident, and the Company incurred no material expenses in connection with the investigation, review and disclosure of the attack. A cybersecurity incident, including a ransomware attack such as the one that occurred in 2024, that bypasses our information security systems or the information security systems of our third-party providers, and causes an information security breach, could lead to a material disruption of our information systems or the information systems of our third-party providers, as applicable, and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees. In addition, a cybersecurity incident at a third-party provider, lessee or other business counterparty could result in fraudulent activity that causes costs or other losses to us. Any such losses could harm our reputation or result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs or liability. While we devote substantial resources to maintaining adequate levels of cybersecurity and other related controls, our resources and technical sophistication cannot prevent all cybersecurity incidents. We could suffer material damage to, or interruptions in, our information systems or the information systems of our third-party providers as a result of external factors, staffing shortages or difficulties in updating our existing software or developing or implementing new software. We depend largely upon our information systems and the information systems of our third-party providers in the conduct of all aspects of our operations. Such information systems are subject to damage or interruption from events such as power outages, computer and telecommunications failures, computer viruses, security breaches, fire and natural disasters. AI tools and their use by bad actors and cybercriminals have enhanced the threats facing information systems. These developments could increase the risk of security breaches, which may lead to significant disruption to the business. Damage or interruption to our or our third-party providers’ information systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim. In addition, we are currently pursuing a number of information systems-related projects that will require ongoing information systems-related development, conversion of existing information systems and the rollout of new information systems. Costs and potential problems or interruptions associated with the implementation of new or upgraded information systems and technology or with maintenance or support of existing information systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our information systems may have a material adverse effect on our business or results of operations. The adoption of AI could have an adverse impact on our operations and reputation. The Company is reviewing the use of AI technologies across various business functions. We are also seeing growing adoption of AI technologies across the operations of our business partners. While these technologies may offer future benefits, their use also presents a number of risks and uncertainties that could adversely affect our business. AI systems, including large language models and autonomous agents, are complex and may produce inaccurate, biased, or unpredictable outputs. These risks are heightened when AI is used to support decision-making processes, even in non-critical functions. Misuse, overreliance, or insufficient oversight of AI-generated content could lead to operational errors, reputational harm, or legal exposure, particularly in areas involving customer communications, financial reporting support, or regulatory compliance. Additionally, the evolving regulatory landscape surrounding AI technologies may impose new compliance obligations or restrictions on the use of such tools. Failure to adhere to emerging standards or to implement appropriate governance frameworks could result in enforcement actions, fines, or limitations on the ability to deploy AI solutions, which could have an adverse impact on our reputation. There is also a risk that proprietary or sensitive data used to train or interact with AI systems could be inadvertently exposed or misused, especially when leveraging third-party platforms. While the Company does not currently use AI in critical operations, the prospective integration of these tools across our business, or by our business partners, may amplify cybersecurity, data privacy, and intellectual property risks. As the capabilities and adoption of AI continue to evolve, we may face challenges in ensuring that our workforce is adequately trained to use these tools responsibly and effectively. Any failure to manage the risks associated with AI could have a material adverse effect on our operations and reputation. 25 Risks related to our structure and taxation We are a public limited liability company incorporated in the Netherlands (“naamloze vennootschap” or “N.V.”) and it may be difficult to obtain or enforce judgments against us or our executive officers, some of our directors and some of our named experts in the United States. We were incorporated under the laws of the Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors are governed by the laws of the Netherlands and our articles of association. The rights of shareholders under the laws of the Netherlands may differ from the rights of shareholders of companies incorporated in other jurisdictions. Many of our directors and executive officers and most of our assets and the assets of many of our directors are located outside the United States. In addition, our articles of association do not provide for U.S. courts as a venue for, or for the application of U.S. law to, lawsuits against us, our directors and executive officers. As a result, you may not be able to serve process on us or on such persons in the United States or obtain or enforce judgments from U.S. courts against us or them based on the civil liability provisions of the securities laws of the United States. There is doubt as to whether the Dutch courts would enforce certain civil liabilities under U.S. securities laws in original actions and enforce claims for punitive damages. Under our articles of association, we indemnify and hold our directors, officers and employees harmless against all claims and suits brought against them, subject to limited exceptions. Under our articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder shall be governed exclusively by the laws of the Netherlands and subject to the jurisdiction of the Dutch courts, unless such rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, such provision could make judgments obtained outside of the Netherlands more difficult to enforce against our assets in the Netherlands or jurisdictions that would apply Dutch law. We may not be able to continue, or may elect to discontinue, paying dividends, which may adversely affect our share price. In May 2024, we adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends on our ordinary shares. Our ability to continue to pay dividends to our shareholders is subject to our Board of Directors’ approval and depends on our availability of capital; principal repayments and other capital requirements; our ability to comply with covenants imposed by our financing agreements; our ability to finance our purchase commitments on our flight equipment; our ability to refinance our long-term debt before it matures; our ability to negotiate favorable lease rates and other contractual terms; demand for our aircraft; the economic condition of the commercial aviation industry generally; the financial strength of our lessees; unexpected or increased expenses; the value of our fleet; our results of operations and general business conditions; legal restrictions on the payment of dividends and other factors that our Board of Directors deems relevant. In the future, we may elect not to pay dividends, be unable to pay dividends or maintain or increase our current level of dividends, which may negatively affect our share price. We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime, increasing our regulatory and administrative burden. We currently meet the definition of a foreign private issuer (“FPI”) as defined by the rules promulgated under the Exchange Act, which allows us to benefit from certain accommodations from the registration and disclosure requirements applicable to U.S. domestic issuers. These accommodations include, among others, exemption from U.S. proxy rules, less frequent and less detailed periodic reporting, an exemption from certain U.S. insider trading reporting requirements and rules, and a later filing deadline for annual reports than for U.S. domestic issuers. Under the current definition, we would lose our status as an FPI if more than 50% of our outstanding voting securities are held of record either directly or indirectly by U.S. residents and any of the following is true: (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States. On June 4, 2025, the SEC published a Concept Release on FPI Eligibility (the “Concept Release”) inviting public comment on potential amendments to the FPI definition. The Concept Release highlights possible approaches to amending the FPI definition, including updating the existing eligibility requirements, adding a foreign trading volume requirement, adding a major foreign exchange listing requirement, requiring that each FPI be incorporated in a jurisdiction that the SEC determines to have a robust regulatory and oversight framework, developing robust mutual recognition systems and adding an international cooperation arrangement requirement. If the SEC formally proposes and adopts any of the amendments discussed in the Concept Release, we may no longer qualify as an FPI, even if we still meet the current definition described above. Loss of FPI status would subject us to the full reporting and disclosure requirements applicable to U.S. domestic issuers, which could increase our compliance and administrative costs. 26 We may become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. We do not believe we will be classified as a PFIC for 2025. Although there can be no assurance, we do not expect to be classified as a PFIC for 2026 or subsequent years. This expectation is based on our current operations and current law. The determination as to whether a foreign corporation is a PFIC is a complex determination based on all of the relevant facts and circumstances and depends on the classification of various assets and income under the PFIC rules. Further, this determination must be tested annually at the end of the taxable year and, while we intend to conduct our affairs in a manner that will reduce the likelihood of our becoming a PFIC, our circumstances may change in any given year. We do not intend to make decisions regarding the purchase and sale of aircraft with the specific purpose of reducing the likelihood of our becoming a PFIC. Accordingly, our business plan may result in our engaging in activities that could cause us to become a PFIC. There can be no assurance that we will not be classified as a PFIC for the current taxable year or any future taxable year. If we are or become a PFIC, U.S. shareholders may be subject to increased U.S. federal income taxes on a sale or other disposition of our ordinary shares and on the receipt of certain distributions and will be subject to increased U.S. federal income tax reporting requirements. Refer to “Item 10. Additional Information—Taxation—U.S. tax considerations” for a more detailed discussion of the consequences to you if we are treated as a PFIC and a discussion of certain elections that may be available to mitigate the effects of that treatment. We urge you to consult your own tax advisors regarding the application of the PFIC rules to your particular circumstances. We may become subject to income or other taxes in jurisdictions which would adversely affect our financial results. We and our subsidiaries are subject to the income tax laws of Ireland, the United States and other jurisdictions in which our subsidiaries are incorporated or based. Our effective tax rate in any period is impacted by the source and the amount of earnings among our different tax jurisdictions. Our ability to defer the payment of some level of income taxes to future periods is dependent upon the continued benefit of accelerated tax depreciation on our flight equipment in some jurisdictions, the continued deductibility of the group’s financing arrangements and the application of tax losses prior to their expiration in certain tax jurisdictions, among other factors. A change in the division of our earnings among our tax jurisdictions could have a material impact on our effective tax rate and our financial results. In addition, we or our subsidiaries may be subject to additional income or other taxes in these and other jurisdictions by reason of the management and control of our subsidiaries, our activities and operations, where our aircraft operate, where the lessees of our aircraft (or others in possession of our aircraft) are located or changes in tax laws or practices, regulations or accounting principles. We rely on certain double tax treaties to mitigate withholding tax and/or income tax on our lease rental income. Following various international tax changes (such as the OECD’s Multilateral Instrument project), tax authorities are more focused on entitlement to the benefits of a tax treaty. Although we have adopted guidelines and operating procedures to ensure our subsidiaries are appropriately managed and controlled, we may be subject to such taxes in the future and such taxes may be substantial. The imposition of such taxes could have a material adverse effect on our financial results. Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting (“BEPS”) initiative. In 2021, the European Commission published an EU Directive (the “EU Minimum Tax Directive”) to incorporate the Pillar Two minimum tax rate rules into EU law, which Ireland has enacted into domestic legislation. In Ireland, the EU Minimum Tax Directive has been implemented by means of a top-up tax to achieve an effective rate of 15% that became effective on January 1, 2024. Further guidance from the OECD and the Irish tax authorities in relation to these rules is expected to be published in the future. It is possible that the Irish tax authorities will seek to further refine or change the Irish tax rules regarding Pillar Two given that it is a new development in Irish tax law. It is also possible that the OECD will release further guidance in the future on Pillar Two. As an example, on January 5, 2026, new guidance was released by the OECD as to how these rules could apply to U.S.-headquartered groups. It is difficult to determine the degree to which any future guidance or changes in law could alter the operation of this tax, and any such developments may have an adverse impact on our effective tax rate and cash tax liabilities in future periods. 27 We may become subject to additional taxes in Ireland based on the extent of our operations carried on in Ireland. Our Irish tax resident group companies are currently subject to Irish corporate income tax on trading income at a rate of 12.5%, on capital gains at 33% (calculated in euros) and on other income at 25%. Where the 12.5% rate applies to our income, we incur additional top-up tax charges as a result of the Pillar Two minimum tax rate rules that Ireland has enacted, which seek to ensure that companies are taxed at a minimum effective tax rate of 15% on their Pillar Two adjusted income. As of December 31, 2025, we had significant Irish tax losses available to carry forward against our trading income. The ability to carry forward Irish tax losses to offset future taxable trading income and to avail of the 12.5% rate depends in part on the extent and nature of activities carried on in Ireland, both in the past and in the future. Certain aspects of the Irish leasing regime have been codified into law in Finance Act (No.2) 2023, with effect from January 1, 2024, and new guidance was released in 2024 regarding the tax treatment of leasing companies. Going forward, the combination of the revised law and final guidance imposes a higher threshold on the Irish lessors and financing companies within our group to demonstrate that they have sufficient activity to avail of the 12.5% rate on their leasing and financing activity. The EU Anti-tax Avoidance proposals may impact our effective rate of tax in future periods. In 2021, the European Commission issued a proposal for a council directive to establish rules to prevent the misuse of shell entities for tax purposes within the EU (“EU ATAD 3”) and has since issued a number of draft amendments to this directive. EU ATAD 3 was initially expected to be adopted and published into EU member states’ national laws by June 30, 2023, and to become effective as of January 1, 2024. However, it has not yet become effective and in June 2025 the Council of the European Union published a report noting that work on EU ATAD 3 will no longer continue in its current form. It may be the case that EU ATAD 3 will be reflected in a future amendment to EU mandatory disclosure rules. This could impact our effective rate of tax and result in additional reporting and disclosure obligations. It is possible that the European Commission will propose other new tax-related directives in the future which could impact our business. The U.S. Corporate Alternative Minimum Tax (“CAMT”) may impact our effective tax rate in future periods. In 2022, the United States enacted the Inflation Reduction Act, which includes a 15% corporate alternative minimum tax on adjusted financial statement income (“AFSI”). For a U.S. corporation that is a member of a foreign-parented multi-national group, the CAMT applies where (i) the three-year average annual AFSI from all members of the foreign-parented multi-national group exceeds $1 billion, and (ii) the three-year average annual AFSI from the group’s U.S. corporation(s) is $100 million or more. CAMT only applies to “applicable corporations” (generally determined from the thresholds noted above). We did not meet the criteria to be an applicable corporation for 2023 or 2024 and, consequently, we were not subject to CAMT for those years. Based on the most recent guidance from the Internal Revenue Service (“IRS”), we do not expect to be an applicable corporation for 2025. However, in the absence of final regulations from the IRS, CAMT’s impact on our effective tax rate for 2025 and future years remains uncertain. We may fail to qualify for benefits under one or more tax treaties. We do not expect that our subsidiaries located outside of the United States will have any material U.S. federal income tax liability by reason of activities we carry out in the United States and the leasing of assets to lessees that operate in the United States. This conclusion will depend, in part, on continued qualification for the benefits of income tax treaties between the United States and other countries in which we are subject to tax (particularly Ireland), and further that our Irish subsidiaries take steps to ensure they do not have a permanent establishment in the United States. That qualification may depend on, among other factors, the nature and level of activities carried on by us and our subsidiaries in each jurisdiction, the identity of the owners of equity interests in subsidiaries that are not wholly owned and the identities of the direct and indirect owners of our indebtedness and the continued listing and trading of our shares on the New York Stock Exchange (the “NYSE”). The nature of our activities may be such that our subsidiaries may not continue to qualify for the benefits under income tax treaties with the United States and may not otherwise qualify for treaty benefits. Failure to so qualify could result in the imposition of U.S. federal and state taxes, which could have a material adverse effect on our financial results. 28
Business overview Global leader in aviation leasing AerCap is the industry leader across all areas of aviation leasing, with a portfolio consisting of 3,500 aircraft, engines and helicopters that were owned, on order or managed as of December 31, 2025. We provide a wide range of…
Business overview Global leader in aviation leasing AerCap is the industry leader across all areas of aviation leasing, with a portfolio consisting of 3,500 aircraft, engines and helicopters that were owned, on order or managed as of December 31, 2025. We provide a wide range of assets for lease, including narrowbody and widebody aircraft, regional jets, freighters, engines and helicopters. We focus on acquiring in-demand flight equipment at attractive prices, funding them efficiently, hedging interest rate risk prudently and using our platform to deploy these assets with the objective of delivering superior risk-adjusted returns. We believe that by applying our expertise, we will be able to identify and execute on a broad range of market opportunities that we expect will generate attractive returns for our investors. We have the infrastructure, expertise and resources to execute a large number of diverse transactions in a variety of market conditions. Our teams of dedicated marketing and asset trading professionals have been successful in leasing and managing our asset portfolio. During the year ended December 31, 2025, we executed 705 aviation asset transactions. We have an extensive track record of successfully acquiring and integrating companies, including the acquisition of Genesis Lease in 2010, the acquisition of International Lease Finance Corporation (“ILFC”) in 2014 and the acquisition of GE Capital Aviation Services (“GECAS”) in 2021. The acquisitions of ILFC (the “ILFC Transaction”) and GECAS (the “GECAS Transaction”) are the two largest transactions in the history of aviation leasing. We believe that our ability to successfully identify, acquire and integrate companies is a key competitive advantage. Aircraft leasing AerCap is the global leader in aircraft leasing, with customers in every major geographical region. As of December 31, 2025, we owned 1,501 aircraft, managed 148 aircraft and had 283 new aircraft on order. As of December 31, 2025, the average age of our owned passenger aircraft fleet, weighted by net book value, was 7.3 years. During the year ended December 31, 2025, the weighted average utilization rate for our owned aircraft was 99%, calculated based on the number of days each aircraft was on lease during the year, weighted by the net book value of the aircraft. Approximately 1% of our owned aircraft were undergoing or designated for cargo conversion during the year ended December 31, 2025 and were therefore not calculated as utilized. AerCap Cargo is a global leader in the air cargo market, with more than 30 years’ experience and a global fleet of approximately 120 aircraft that are owned, serviced or committed for conversion. AerCap Cargo provides 11 types of modern narrowbody and widebody cargo aircraft to approximately 25 customers around the world, including e-commerce, express delivery and general cargo operators. AerCap Cargo also plays a developmental role in the provision of new cargo options, including the “Big Twin” freighter program between AerCap Cargo and Israel Aerospace Industries, which involves the conversion of the Boeing 777-300ER aircraft into long-haul large-capacity freighters, which received certification in 2025 and entered service in mid-September 2025. AerCap Cargo was also involved in the development of the Boeing 767-300BDSF, the launch of Boeing’s 737-800BCF freighter conversion program and placed a direct order with Elbe Flugzeugwerke GmbH on its A321P2F freighter conversion program. AerCap Cargo’s largest customers are Kalitta Air and Amazon. Engine leasing AerCap is the world’s largest lessor of spare engines, with over 1,200 owned, managed and on order engines, including engines owned and managed by Shannon Engine Support Ltd (“SES”), our joint venture with Safran Aircraft Engines (“Safran”). Our spare engine portfolio is predominantly comprised of new technology engines manufactured by General Electric (“GE”) and CFM International (“CFMI”), the most liquid engine types that power the world’s most popular and in-demand aircraft, including Airbus A320 and A320neo Family aircraft and Boeing 737, Boeing 787, and Boeing 737 MAX aircraft. We have longstanding relationships and contractual commitments with approximately 150 customers, including the two largest manufacturers of commercial aviation engines, GE Aerospace and CFMI, to which we provide spare engines services for their airline customers. Our services include leasing, guaranteed availability, administrative servicing, light maintenance, logistics and optimization of commercial jet engines. 29 Helicopter leasing The Milestone Aviation Group (“Milestone”) is the world’s leading helicopter leasing and financing company, with 335 helicopters owned or on order as of December 31, 2025. Milestone partners with helicopter operators and end-users worldwide, providing a wide array of financial and productivity solutions, including operating leases, finance leases, purchase-and-leaseback transactions, engine leasing and fleet advisory services. Milestone supports approximately 50 customers in over 35 countries serving a variety of industries, including offshore oil and gas, offshore wind, search and rescue (“SAR”), emergency medical services, police surveillance and other utility missions. Milestone’s largest customers are CHC Helicopter, Bristow Helicopters, Saudi Aramco, and Omni Helicopters International. AerCap Materials AerCap Materials Inc. (“AerCap Materials”) is a global distributor of airframe and engine components for leading commercial aircraft and engine manufacturers. Since its founding as the Memphis Group in 1971, it has provided quality products and services ranging from spare airframe and engine component distribution, component and asset leasing, consignment services and asset repair management. AerCap Materials has its own dismantlement facility located in Greenwood, Mississippi. AerCap Materials has a large inventory of aircraft parts to support mid-life and new-generation aircraft and provides ready access to support various aircraft types, including Boeing 737NG, Boeing 777, Airbus A320 and A320neo Family and Embraer aircraft. Aviation leases and transactions We lease most of our flight equipment to customers under operating leases. Under these leases, the lessee is responsible for the maintenance and servicing of the equipment during the lease term and we receive the benefit, and assume the risks, of the residual value of the equipment at the end of the lease. Many operators lease flight equipment under operating leases, as this reduces their capital requirements and costs and affords them flexibility to manage their fleets more efficiently as flight equipment assets are returned over time. Since the 1970s and the creation of aircraft leasing pioneers Guinness Peat Aviation (“GPA”) and ILFC, the world’s airlines have increasingly turned to operating leases to meet their aircraft needs. We serve approximately 300 customers around the world with comprehensive fleet solutions. Our relationships with these customers help us place new flight equipment and remarket existing flight equipment. Over the life of our flight equipment, we seek to increase the returns on our investments by managing the lease rates, time off-lease and financing and maintenance costs, and by carefully timing the sale of our flight equipment assets. Our current operating leases have initial terms ranging in length up to approximately 16 years. By varying our lease terms, we mitigate the effects of changes in cyclical market conditions at the time aircraft become eligible for re-lease. Well in advance of the expiration of an operating lease, we prioritize entering into a lease extension with the then-current operator. This reduces our risk of aircraft downtime as well as aircraft transition costs. The terms of our lease extensions reflect the market conditions at the time and typically contain different terms from the original lease. Should a lessee not be interested in extending a lease, or if we believe we can obtain a more favorable return on the aircraft, we will explore other options, including the sale of the asset. If we enter into a lease agreement for the same asset with a different lessee, we generally do so well in advance of the scheduled return date of the asset. When the asset is returned, maintenance work may be required before transition to the next lessee. Our extensive experience, global reach and operating capabilities allow us to rapidly complete numerous aviation transactions, which enables us to increase the returns on our flight equipment investments by minimizing any time that our assets are not generating revenue for us. 30 The following table provides details regarding the aircraft, engine and helicopter transactions we executed during the years ended December 31, 2025, 2024 and 2023. The trends shown in the table reflect the execution of the various elements of our leasing strategy for our owned and managed portfolio, as described further below: Year Ended December 31, 2025 2024 2023 Total Owned portfolio New leases on new assets 88 128 202 418 New leases on used assets 60 87 113 260 Extensions of lease contracts 201 239 243 683 Asset purchases 145 150 173 468 Asset sales 140 136 167 443 Managed portfolio New leases on used assets 4 12 13 29 Extensions of lease contracts 18 30 21 69 Asset sales 49 30 21 100 Total transactions 705 812 953 2,470 We perform a review of all of our prospective lessees, which generally includes reviewing financial statements, business plans, cash flow projections, maintenance capabilities, operational performance histories, hedging arrangements for fuel, foreign currency and interest rates and relevant regulatory approvals and documentation. We perform on-site credit reviews for new lessees, which typically include extensive discussions with the prospective lessee’s management, before we enter into a new lease. We also evaluate the jurisdiction in which the lessee operates to ensure we are in compliance with any regulations and evaluate our ability to repossess our assets in the event of a lessee default. Depending on the credit quality and financial condition of the lessee, we may require the lessee to obtain guarantees or other financial support from an acceptable financial institution or other third party. We typically require our lessees to provide a security deposit for their performance under a lease, including the return of the leased asset in the specified maintenance condition at the expiration of the lease. All of our lessees are responsible for the maintenance and repair of the leased flight equipment as well as other operating costs during the lease term. Based on the credit quality of the lessee, we require some of our lessees to pay supplemental maintenance rents to cover major scheduled maintenance costs. If a lessee pays supplemental maintenance rents, we reimburse them for their maintenance events (as defined in the lease) up to the amount of their supplemental maintenance rent payments. Under the terms of our leases, at lease expiration, we retain excess maintenance rents to the extent that a lessee has paid us more supplemental maintenance rents than we have reimbursed them for their maintenance events. In most lease contracts that do not require the payment of supplemental maintenance rents, the lessee is generally required to redeliver the leased asset in a similar maintenance condition (normal wear and tear excepted) as when accepted under the lease. To the extent that the redelivery condition is different from the acceptance condition, we generally receive cash compensation for the value difference at the time of redelivery. As of December 31, 2025 and 2024, 28% and 32%, respectively, of our owned aircraft leases provided for supplemental maintenance rental payments. We require the lessee to compensate us if the aircraft is not in the required condition upon redelivery. All of our leases contain provisions regarding our remedies and rights in the event of default by the lessee, and also include specific provisions regarding the required condition of the leased asset upon its redelivery. Our lessees are also responsible for compliance with all applicable laws and regulations governing the leased asset and all related costs. We require our lessees to comply with either the FAA, European Union Aviation Safety Agency (“EASA”) or their equivalent standards in other jurisdictions. 31 During the term of our leases, some of our lessees may experience financial difficulties resulting in the need to restructure their leases. Generally, our restructurings can involve a number of possible changes to the lease terms, including the voluntary termination of leases prior to their scheduled expiration, the arrangement of subleases from the primary lessee to a sublessee, the rescheduling of lease payments and the exchange of lease payments for other consideration. In some cases, we may repossess a leased asset and, in those cases, we usually export the leased asset from the lessee’s jurisdiction to prepare it for remarketing. In the majority of repossessions, we obtain the lessee’s cooperation and the return and export of the leased asset are completed without significant delay. In some repossessions, however, our lessees may not cooperate in returning leased assets and we may be required to take legal action. In connection with the repossession of an asset, we may be required to settle claims on such asset or to which the lessee is subject, including outstanding liens on the repossessed asset. Refer to “Item 3. Key Information—Risk Factors—Risks related to the financial strength of, and our relationship with, our lessees—If our lessees fail to cooperate in returning our assets following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions” for a discussion of how repossessions may affect our financial results. Scheduled lease expirations The following table presents the scheduled lease expirations for our owned aircraft under operating leases by aircraft type as of December 31, 2025. The table does not give effect to contracted unexercised lease extension or termination options, aircraft on finance leases, lease extensions or re-leases that are subject to a letter of intent, aircraft sales that have been contracted or are subject to a letter of intent, or designations of a certain aircraft for sale or disassembly of an aircraft for the sale of its parts (“part-out”). Aircraft type 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Thereafter Total Passenger Aircraft 68 161 120 79 93 113 147 90 74 90 201 1,236 Airbus A220 Family — — — — — — — — 2 7 10 19 Airbus A320 Family 29 93 49 24 15 20 23 5 — 4 1 263 Airbus A320neo Family — 2 17 23 30 33 61 40 42 47 96 391 Airbus A330 9 8 4 3 7 3 2 2 — — — 38 Airbus A330neo Family — — — — — — — — — 1 11 12 Airbus A350 3 — 7 6 7 6 — 5 3 1 3 41 Boeing 737 MAX — — — — 1 2 — 16 11 12 39 81 Boeing 737NG 18 38 28 6 22 21 38 7 5 — 11 194 Boeing 777-200ER/300-ER 4 9 3 — — — 1 — — 5 5 27 Boeing 787 — — 6 10 11 22 16 15 8 11 11 110 Embraer E190/E195/E2 4 3 3 4 — 4 5 — 3 2 14 42 Other 1 8 3 3 — 2 1 — — — — 18 Freighter Aircraft — 3 9 5 18 2 11 5 8 15 1 77 Airbus A321 — — — — — — — 1 4 1 — 6 Boeing 737 — 2 4 5 18 1 11 4 4 7 — 56 Boeing 767 / 777 — 1 5 — — 1 — — — 7 1 15 Total (a) (b) 68 164 129 84 111 115 158 95 82 105 202 1,313 (a)As of December 31, 2025, scheduled lease expirations through the end of 2027 represented less than 7% of the aggregate net book value of our fleet. As of February 6, 2026, 54 of the 68 aircraft with leases expiring in 2026 have been re-leased, have had leases extended, have been designated for sale or part-out or have been sold. (b)Includes seven aircraft that were off-lease and under commitment for re-lease as of December 31, 2025. 32 Principal markets and customers The following table presents the percentage of lease revenue of our owned portfolio from our top five lessees for the year ended December 31, 2025: Lessee Percentage of 2025 lease revenue American Airlines 5.1 % Azul Airlines 3.9 % China Southern Airlines 3.2 % EgyptAir 3.2 % SES 3.1 % Total 18.5 % We lease our aircraft to lessees located in every major geographical region. The following table presents the percentage of our total lease revenue by region based on our lessee’s principal place of business for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, Region 2025 2024 2023 Asia/Pacific 30 % 31 % 34 % Europe 28 % 26 % 23 % United States/Canada/Caribbean 19 % 19 % 19 % Latin America 12 % 12 % 12 % Africa/Middle East 11 % 12 % 12 % Total 100 % 100 % 100 % For further geographic information on our total lease revenue and long-lived assets, refer to Note 21—Geographic information to our Consolidated Financial Statements included in this annual report. 33 Aircraft and engine services We provide aircraft and engine asset management and corporate services to securitization vehicles, joint ventures and other third parties. As of December 31, 2025, we had asset management servicing contracts with 19 parties that owned 148 aircraft and 192 engines. Since we have an established operating system to manage our own aircraft and engines, the incremental cost of providing asset management services to securitization vehicles, joint ventures and third parties is limited. Our primary aircraft and engine asset management activities include: •remarketing aircraft and engines for lease or sale; •collecting rental and supplemental maintenance rent payments, monitoring aircraft maintenance, monitoring and enforcing contract compliance and accepting delivery and redelivery of aircraft and engines; •conducting ongoing lessee financial performance reviews; •periodically inspecting the leased aircraft and engines; •coordinating technical modifications to aircraft to meet new lessee requirements; •conducting restructuring negotiations in connection with lease defaults; •repossessing aircraft and engines; •arranging and monitoring insurance coverage; •registering and de-registering aircraft; •arranging for aircraft and engine valuations; and •providing market research. We charge fees for our aircraft and engine management services based on a mixture of fixed and rental-based amounts, and we also receive performance-based fees related to the managed aircraft or engine lease revenues or sale proceeds. We also provide corporate administrative and cash management services to securitization vehicles and joint ventures. We currently have corporate administration and/or cash management service contracts with seven parties. Our corporate administrative services consist primarily of accounting and corporate secretarial services, including the preparation of budgets and financial statements. Cash management services consist primarily of treasury services such as the financing, refinancing, hedging and ongoing cash management of these companies. Aviation parts and supply chain Through AerCap Materials, we provide airframe and engine parts and supply chain solutions and we disassemble aircraft and engines into parts. AerCap Materials sells airframe and engine parts to airlines, maintenance, repair and overhaul service providers, and aircraft parts distributors. 34 Our business strategy We develop and grow our aviation leasing business by executing on our focused business strategy, the key components of which are as follows: Manage the profitability of our flight equipment portfolio Our ability to profitably manage flight equipment throughout its lifecycle depends, in part, on our ability to successfully source acquisition opportunities of new and used flight equipment at favorable terms, as well as our ability to secure long-term funding for such acquisitions, lease flight equipment at profitable rates, minimize downtime between leases and associated maintenance expenses and opportunistically sell aircraft. We manage the long-term profitability of our flight equipment portfolio by: •purchasing flight equipment directly from manufacturers; •entering into purchase-and-leaseback transactions with airlines; •using our global customer relationships to obtain favorable lease terms for flight equipment and maximizing utilization; •maintaining diverse sources of global funding; •optimizing our portfolio by selling flight equipment; and •providing management services to securitization vehicles, our joint ventures and other aircraft owners at limited incremental cost to us. Efficiently manage our liquidity We analyze sources of financing based on pricing and other terms and conditions in order to optimize the return on our investments. We have the ability to access a broad range of liquidity sources globally. In 2025, we arranged $13.2 billion of financing, consisting of notes issuances in the capital markets, bank debt and revolving credit facilities. We have access to liquidity in the form of our revolving credit facilities and our term loan facilities, which provide us with flexibility in raising capital and enable us to deploy capital rapidly to accretive flight equipment purchase opportunities that may arise. As of December 31, 2025, we had $11.0 billion of undrawn lines of credit available under our revolving credit and term loan facilities and $1.4 billion of unrestricted cash. We strive to maintain a diverse financing strategy, both in terms of capital providers and structure, through the use of bank debt, note issuance and export credit, including ECA-guaranteed loans, in order to maximize our financial flexibility. We also leverage our longstanding relationships with major aircraft financiers and lenders to secure access to capital. In addition, we attempt to maximize our operating cash flows and continue to pursue the sale of flight equipment to generate additional cash flows. Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness. Manage our flight equipment portfolio We intend to maintain an attractive portfolio of in-demand flight equipment by acquiring new flight equipment directly from manufacturers, executing purchase-and-leaseback transactions with airlines, assisting airlines with refleetings and pursuing other opportunistic transactions. We rely on our experienced team of portfolio management professionals to identify and purchase assets we believe are being offered at attractive prices or that we believe will experience an increase in demand over a prolonged period of time. In addition, we intend to continue to rebalance our portfolio through sales to maintain the appropriate mix of flight equipment by customer concentration, asset, age and type. Maintain a diversified customer base We operate our business on a global basis, leasing flight equipment to customers in every major geographical region. We have active relationships with approximately 300 customers around the world. These customer relationships are either with existing customers or airlines with which we maintain regular dialogue in relation to potential transaction opportunities. Our relationships with these airlines help us place new flight equipment and remarket existing flight equipment. We monitor our lessee exposure concentrations by both customer and country jurisdiction and intend to maintain a well-diversified customer base. We believe we offer a quality product, both in terms of assets and service, to all of our customers. We have successfully worked with many customers to find mutually beneficial solutions to operational and financial challenges. We believe we maintain excellent relations with our customers. We have been able to achieve a high utilization rate on our aviation assets as a result of our customer reach, quality product offering and strong portfolio management capabilities. 35 Allocate capital efficiently We seek to deploy our capital efficiently to provide the best long-term returns for our investors. We have a broad range of options for deployment of capital, including investment in flight equipment, repayment of debt, mergers and acquisitions and the return of capital to shareholders. We have deployed our capital across all of these areas in the past and will continue to seek opportunities to do so in the future. Joint ventures We conduct some of our business through joint ventures. These joint venture arrangements allow us to obtain stable servicing revenues and diversify our exposure to the economic risks related to aircraft and engines. Shannon Engine Support Ltd SES is a joint venture 50% owned by us and 50% owned by Safran. SES is headquartered in Shannon, Ireland, with marketing offices in Singapore, Cincinnati, Beijing, Shanghai and Budapest. SES offers spare engine solutions to CFMI operators, including guaranteed pool access, short-term and long-term leases, trading and exchanges, all of which can be structured and combined to meet an individual airline’s fleet requirements. SES’s spare engine pools are located at certified MRO facilities around the world, close to international logistics hubs, to easily support airlines operating CFM56 and LEAP powered aircraft. We account for our investment in SES under the equity method of accounting. Refer to Note 10—Associated companies to our Consolidated Financial Statements included in this annual report for further details on our joint ventures. Relationship with Airbus, Boeing and other manufacturers We are one of the largest customers of Airbus and Boeing, measured by deliveries of aircraft through 2025 and our order backlog. We are also among the largest purchasers of commercial jet engines in the world. The scale of our business allows us to cultivate extensive market knowledge and to maintain strategic and mutually beneficial relationships with our OEM partners. Competition The aviation leasing and sales business is highly competitive, and we face competition from other aviation leasing companies, airlines, aviation manufacturers, aviation brokers and financial institutions. Competition for a leasing transaction is based on a number of factors, including delivery dates, lease rates, term of lease, other lease provisions, aircraft condition and the availability in the marketplace of the types of aircraft that can meet customer requirements. As a result of our geographical reach, diverse aircraft portfolio and success in remarketing our aircraft, we believe we are a strong competitor in all of these areas. 36 Insurance Our lessees are required under our leases to bear responsibility, through an operational indemnity subject to customary exclusions, and to carry insurance for any liabilities arising out of the operation of our flight equipment, including any liabilities for death or injury to persons and damage to property that ordinarily would attach to the operator of the asset. In addition, our lessees are required to carry other types of insurance that are customary in the air transportation industry, including hull all risks insurance for both the aircraft and each engine, whether or not installed on our aircraft (in each case, at a value stipulated in the relevant lease that typically exceeds the aircraft net book value by approximately 10%), and hull war risks insurance covering risks such as hijacking and terrorism and, where permitted, including confiscation, expropriation, nationalization and seizure (subject to adjustment or fleet or policy aggregate limits in certain circumstances and customary exclusions). Our lessees are also required to carry aircraft spares insurance and aircraft third-party liability insurance, in each case subject to customary deductibles and exclusions. We are named as an additional insured on liability insurance policies carried by our lessees, and we or our lenders are designated as a loss payee in the event of a total loss of an asset. We monitor the compliance by our lessees with the insurance provisions of our leases by securing confirmation of coverage from the lessees’ insurance brokers. We also purchase insurance that provides us with coverage when our assets are not subject to a lease or where a lessee’s policy fails to indemnify us, and this insurance is subject to customary deductions and exclusions. In addition, we carry customary insurance for our property, which is subject to customary deductibles, limits and exclusions. Insurance experts advise and make recommendations to us as to the appropriate amount of insurance coverage that we should obtain. Refer to “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—Our insurance policies, including our use of a captive insurance company, may not provide adequate protection against risks, events outside of our control may cause insurers to raise premiums and/or reduce or cancel available coverage, and we may not be able to recover losses under our policies.” Also refer to Note 31—Commitments and contingencies to our Consolidated Financial Statements included in this annual report for a detailed description of material litigation to which we are a party. Regulation While the air transportation industry is highly regulated, we generally are not directly subject to most of these regulations, as we do not generally operate our assets. Our lessees are subject, however, to extensive regulation under the laws of the jurisdictions in which they are registered and in which they operate. These regulations govern, among other things, the registration, operation and maintenance of our assets. Most of our aircraft are registered in the jurisdiction in which the lessee of the aircraft is certified as an air operator. Both our aircraft and engines are subject to the airworthiness and other standards imposed by our lessees’ jurisdictions of operation. Laws affecting the airworthiness of flight equipment are generally designed to ensure that all aircraft, engines and related equipment are continuously maintained in proper condition to enable safe operation of the aircraft. Most countries’ aviation laws require aircraft and engines to be maintained under an approved maintenance program with defined procedures and intervals for inspection, maintenance and repair. Assigning a cost to air emissions, such as via ETS and CORSIA, could favor the use of younger, more fuel-efficient aircraft, since they generally produce lower levels of emissions per passenger, which could adversely affect our ability to re-lease or otherwise dispose of less efficient older aircraft on a timely basis, on favorable terms or at all. This is an area of law that continues to evolve and varies by jurisdiction. While it is uncertain whether new emissions restrictions will be passed, or if passed, what impact these laws might have on our business, any future emissions limitations or other future requirements to address climate change concerns could adversely affect us. In addition, under our leases, we may be required in some instances to obtain specific licenses, consents or approvals for different aspects of the leases. These required items include consents from governmental or regulatory authorities for certain payments under the leases and for the import, re-export or deregistration of the leased assets. Also, to perform some of our cash management services and insurance services from Ireland under our management arrangements with our joint ventures and securitization entities, we are required to have a license from the Irish regulatory authorities, which we have obtained. The United States, among other jurisdictions, regulates the export of goods, software, technology, and military items from the United States. In addition to the Office of Foreign Assets Control, two principal U.S. Government agencies have regulatory authority in this area. The U.S. Department of State, Directorate of Defense Trade Controls (“DDTC”) administers the International Traffic in Arms Regulations (“ITAR”) and the U.S. Department of Commerce, Bureau of Industry and Security administers the Export Administration Regulations (“EAR”). 37 ITAR and EAR compliance is an integral part of AerCap’s compliance activities. Our wholly-owned subsidiary, Milestone Aviation, is a helicopter operating lessor that engages in defense trade activities. While our fleet is comprised of civil helicopters, certain of the helicopters (generally helicopters configured for SAR or police services missions) are equipped with controlled equipment covered by active ITAR licenses. In view of our defense trade activities, The Milestone Aviation Group LLC is registered with DDTC as an exporter and broker under ITAR. The controlled equipment in our fleet may require prior authorizations to be exported to certain jurisdictions. Any failure by us or our customers or suppliers to comply with these laws and regulations could result in civil or criminal penalties, fines, investigations, adverse publicity or restrictions on our ability to continue to engage in business activities involving controlled equipment, and repeat failures could carry more significant penalties. Any changes in export or sanctions regulations may further restrict business activities involving controlled equipment. The length of time required by the licensing processes can vary, potentially delaying helicopter lease transactions and the recognition of the corresponding revenue. Please refer to “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—We are subject to regulatory and compliance risks and requirements associated with transacting business in many countries” and “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—Our assets are subject to various environmental regulations and concerns, including those relating to climate change” for a detailed discussion of government sanctions, export controls and other regulations that could affect our business. Litigation Please refer to Note 31—Commitments and contingencies to our Consolidated Financial Statements included in this annual report for a detailed description of material litigation to which we are a party. Trademarks AerCap Holdings N.V. has registered the “AerCap” trademark with various intellectual property offices, including those in the United States, Argentina, Australia, Belarus, Benelux, Brazil, Canada, Chile, China, Ethiopia, European Union, Hong Kong, Indonesia, Ireland, Korea, Mexico, New Zealand, Pakistan, Panama, Russia, Saudi Arabia, Sri Lanka, Thailand, Trinidad and Tobago, Turkey, United Arab Emirates, the United Kingdom and Vietnam, as well as with the World Intellectual Property Organization (“WIPO”). AerCap Holdings N.V. has registrations and pending trademark applications for the “AerCap” logos and the “Never Stand Still” trademark with various intellectual property offices, including those in the United States, Argentina, Australia, Belarus, Benelux, Brazil, Canada, Chile, China, Ethiopia, the European Union, Hong Kong, India, Indonesia, Ireland, Japan, Mexico, New Zealand, Norway, Pakistan, Panama, Republic of Korea, Russia, Saudi Arabia, Sri Lanka, Switzerland, Thailand, Trinidad and Tobago, Turkey, United Arab Emirates, the United Kingdom, Vietnam and WIPO. The Milestone Aviation Group LLC owns applications and registrations for its “Milestone” and “Milestone Aviation” trademarks in numerous jurisdictions including the United States, the European Union, Australia, Brazil, China, India, Norway, Saudi Arabia, and the United Kingdom. The Milestone Aviation Group LLC also owns pending applications to register “Be The Measure,” a “Milestone” Logo and an “M” Logo in the United States. Culture and values We are proud of our high-performance culture, which is built on the values of Ambition, Excellence and Respect. We believe that true success is built upon a foundation of trust and integrity, and we endeavor to create an environment where our people feel included and empowered to do their best work and reach their full potential. We strive to conduct our business with integrity and in an honest and responsible manner and to build and maintain long-term, mutually beneficial relationships with our customers, suppliers, shareholders, employees and other stakeholders. These values contribute to sustainable long-term value creation for AerCap and its stakeholders and are further specified in our code of conduct and our ethics-related compliance policies, procedures, trainings and programs. Ethical behavior is strongly promoted by the senior leadership team. The Company has an excellent track record in relation to ethics and compliance. These ethical values are reflected in the Company’s long-term strategy and our way of doing business. 38 Sustainability and community During 2025, our Board-level ESG Committee (the “ESG Committee”) met three times to discuss and review AerCap’s approach to ESG-related topics, including environmental and employee matters. The ESG Committee comprises three independent directors of the AerCap Board and three members of the AerCap senior leadership team. We believe this creates a balance between the execution of strategy at an executive level and the independent oversight and counsel of the experienced board members. These individuals have relevant experience in areas such as governance, sustainability, greenhouse gas emissions management, charitable outreach, financial reporting and reputational risk management. The ESG Committee is responsible for assisting AerCap’s Board of Directors in defining and reviewing the Company’s strategy relating to ESG and developing and maintaining the Company’s policies, programs, targets and initiatives in this space. This approach is designed to provide dedicated oversight of ESG issues at the highest level. AerCap’s Board of Directors approved AerCap’s ESG Strategy, which is aligned with AerCap’s overall strategic approach to be positioned for growth and resilient against risks. This ESG Strategy outlines the Company’s overall ESG goals, risks and opportunities and is focused on the impact AerCap can have through asset purchases and sales, leasing activity, financing and investment, collaboration with partnerships, engagement on policy, governance and AerCap’s role as an employer. In April 2025, we published our latest annual Corporate Responsibility report (the “2024 CR Report”), which was produced with reference to the Global Reporting Initiative (“GRI”) Standards and is publicly available on our website. The 2024 CR Report sets forth in detail our commitment to growing our business in a responsible and sustainable way. ESG rating agencies actively analyze AerCap and therefore we continue to proactively manage our ESG ratings engagement and refine our ESG reporting, based on best practices and our engagement with stakeholders and their expectations. In 2025, AerCap was upgraded by Morningstar Sustainalytics with an improved “low risk” score (lowering to 13.4 from 17.8). Morningstar Sustainalytics’ ESG Risk Ratings measure a company’s exposure to and management of industry-specific ESG risks, with the total unmanaged risk combined into a single score representing the company’s overall ESG risk. In 2025, AerCap published its Scope 3 greenhouse gas emissions from downstream leased assets (owned aircraft) and for the first time we also published our Scope 3 emissions of our leased engines and helicopters. Since 2014, AerCap has transformed its fleet from approximately 6% new technology assets measured by net book value to approximately 76% new technology assets at the end of 2025, among the highest percentages of all major aircraft lessors. New technology aircraft include Airbus A220 Family, Airbus A320neo Family, Airbus A330neo Family, Airbus A350, Boeing 737 MAX, Boeing 787 and Embraer E2 aircraft. New technology aircraft produce significantly lower emissions than the previous generation aircraft they replace and drive emissions reductions, as well as significant cost savings, for our airline customers. As a direct result of AerCap’s strategy of purchasing the most fuel-efficient and newest technology aircraft available from the Original Equipment Manufacturers (“OEMs”) and disposing of older technology and less fuel-efficient aircraft, our Scope 3 greenhouse gas emissions intensity factor has decreased from 2015 to 2025. In 2025, AerCap purchased 71 fuel-efficient, new technology aircraft and sold 108 primarily current technology aircraft with an average age of 15 years. Over 80 of our airline customers now lease new technology aircraft from us. In addition, in 2025, AerCap entered into a purchase agreement with Airbus for 52 A320neo Family aircraft that had previously been part of the Spirit Airlines order book, with options to purchase up to 45 additional A320neo Family aircraft. Our order book of 283 aircraft is comprised exclusively of the most in-demand, fuel-efficient, new technology aircraft and will form the backbone of our future fleet, supporting airlines in achieving their sustainability targets. We believe the best way for us to support the reduction of global greenhouse gas emissions is to follow the “leading-edge” approach, which means taking what we believe are the best steps available to our industry and continuing to invest in new technology aircraft and engines. In April 2025, we achieved our previous new technology aircraft target of 75% set in 2021, and set a new target to transition to 85% new technology assets by net book value by the end of 2030, including aircraft, engines and helicopters. Through AerCap Materials, we are able to efficiently retire aircraft. ICAO estimates that approximately 85-90% of an aircraft can be recycled back into the supply chain either as spare parts or raw materials. AerCap Materials has been certified by the International Organization for Standardization and the Aircraft Fleet Recycling Association and has over 50 years’ experience in this field, contributing to our processes designed to help ensure that aircraft are retired with adherence to strict environmental and safety protocols. In addition, we seek to support the circular economy in conducting our cargo conversion activities, through the material extension of life of certain aircraft and the avoidance of unnecessary part-outs. AerCap is a member of Aircraft Leasing Ireland (“ALI”) and is a signatory to ALI’s inaugural Sustainability Charter, which outlines ten priority sustainability principles focused on areas including climate action and net zero greenhouse gas emissions, technology and innovation and waste and the circular economy. AerCap has a dedicated Government Affairs function based in Brussels that is focused on legislative developments and strategic matters emerging from Europe and beyond. We are engaged in active and frequent dialogue and collaboration with regulatory policymakers, government bodies, industry trade associations and key business partners on aviation decarbonization policies. 39 In our offices globally, AerCap is committed to increasing our efficient use of resources and reducing unnecessary waste. Our headquarters in Dublin has been Leadership in Energy and Environmental Design Platinum certified in areas such as building materials, energy and water use and accessibility. We are working with our landlords to improve the efficiency of our other offices. At AerCap, we believe our employees are our greatest asset. We actively seek to hire and retain talented employees and remunerate our employees with what we believe are some of the most attractive packages in the industry. This includes not only competitive salaries and benefits, but also performance-based bonuses and employee share schemes. In addition, we also provide opportunities for employees to develop and grow within the organization through further education and development programs, industry insights, functional training and knowledge sharing sessions. We see great value in having a diverse workforce, in terms of gender diversity as well as diversity of cultural, social and educational backgrounds. We recruit, employ and promote employees on the basis of qualifications and performance and we are committed to treating all current and prospective employees equally irrespective of race, religion, gender, marital status, family/civil status, sexual orientation, age, disability or any other characteristic protected by applicable laws and regulations. AerCap is committed to maintaining a productive working environment in which all employees are treated with mutual dignity and respect. All employees have the right to work in an environment that is free from sexual harassment, other forms of harassment and bullying. We actively participate in a wide range of charitable events and industry-focused educational programs worldwide each year, demonstrating our commitment to community engagement and industry advancement. Our Corporate Social Responsibility (“CSR”) Committee is employee-led and is responsible for the selection and implementation of fundraising and volunteering initiatives across the Company. At the beginning of each calendar year, AerCap employees vote for charitable and social themes from a shortlist selected by the CSR Committee. Throughout the year, the CSR Committee is responsible for reviewing and evaluating requests for support for charitable and community-related initiatives aligned with the chosen themes. In 2025, the themes employees chose to support were mental health and suicide prevention services, cancer support and hospice services, education, child and young adolescent welfare, Alzheimer’s and dementia support services and environmental and sustainability initiatives. We encourage employees to support local and national organizations that strengthen the communities in which they live and work. Several of our charitable initiatives involve the Company’s matching of funds raised through employee team efforts for the benefit of local community projects. In addition to this, the CSR Committee can nominate chosen charity partners that would benefit from longer-term partnerships with AerCap, rather than one-time donations. For example, in 2025, AerCap was pleased to continue supporting Orbis, a global charity combating blindness in Southern Ethiopia, through training, advocacy and research initiatives. Additionally, AerCap partnered with EMBRACE Badjao, an Irish-registered charity that supports the marginalized Badjao community in the Philippines. As an ethnic minority, the Badjao face significant challenges, including poverty, malnutrition and limited access to education. Through AerCap’s support, we are helping to advance programs that promote educational opportunities and empower the community toward long-term, sustainable development. In 2025, together with our employees, AerCap donated over $1.2 million to charitable and social causes. AerCap is proud to be a sponsor of the prestigious MSc in Aviation Finance program at University College Dublin Michael Smurfit Graduate Business School since the program launched in 2015. In addition to sponsorship, the Company arranges for key employees to give lectures to students and provides internships to a number of students from the program. This gives graduates the opportunity to gain valuable hands-on experience in a range of disciplines. In 2019, AerCap established a scholarship program with the University of Limerick (“UL”), the first Women in Aviation program of its type in Ireland. The program aims to create awareness among female students of Aeronautical Engineering as a career option and encourage more women to join the industry. Since the launch of the initiative, seven first-year students of the UL Bachelor of Engineering in Aeronautical Engineering have been awarded the AerCap Women in Aviation Scholarship. As well as an annual financial bursary provided to the scholarship recipients, students have the opportunity to gain first-hand experience through an eight-month internship in the AerCap technical department with mentoring from experienced professionals in the team. In 2021, AerCap launched a scholarship program in partnership with the Faculty of Engineering at the International School of Engineering at Chulalongkorn University, Thailand, the country’s top-ranked university and a recognized global leader in aerospace engineering education. In addition to providing the scholarships, AerCap offers students a range of tailored support, including guest lectures, workshops and summer internships. As part of the program, students undertake a research project focused on ESG and related innovations in the aviation industry. We also sponsor the AerCap ESG Challenge, which invites aerospace engineering students to showcase their innovative ideas and solutions to address ESG challenges within the sector. In 2024, AerCap commenced the Transition Year Aviation Program. The program is designed to introduce students to the aircraft leasing industry and broader aviation sector, offering them valuable insight into possible career pathways. Through presentations from various departments across the business, students gain an understanding of AerCap’s business and participate in communication and presentation skills training, which is delivered by one of our training partners. The program features guest speakers from industry partners and a visit to an aircraft manufacturing facility. 40 Flight equipment portfolio The following table presents our flight equipment portfolio by type as of December 31, 2025: Type Number of owned assets % Net Book Value Number of managed assets (b) Number of assets on order Total assets owned, managed and on order Passenger Aircraft 1,413 82 % 144 283 1,840 Airbus A220 Family 19 1 % 6 — 25 Airbus A320neo Family 433 31 % 31 161 625 Airbus A320 Family 351 6 % 35 — 386 Airbus A330neo Family 12 2 % 2 6 20 Airbus A330 40 1 % 5 — 45 Airbus A350 41 7 % 6 — 47 Boeing 737 MAX 89 6 % 9 92 190 Boeing 737NG 212 7 % 50 — 262 Boeing 777-200ER/300-ER 29 2 % — — 29 Boeing 787 112 17 % — 14 126 Embraer E190/E195/E2 55 2 % — 5 60 Other (a) 20 — — 5 25 Freighter Aircraft 88 3 % 4 — 92 Airbus A321 6 — — — 6 Boeing 737 57 2 % 4 — 61 Boeing 767/777 25 1 % — — 25 Engines 470 9 % 728 35 1,233 Helicopters 323 6 % — 12 335 Total 2,294 100 % 876 330 3,500 (a)Other includes 20 owned aircraft (including five Embraer E170/175 aircraft; two Boeing 767 aircraft; 13 ATR and De Havilland Canada DHC-8-400 aircraft) and five regional jet aircraft on order. (b)Number of managed engines includes SES owned and managed engines as of December 31, 2025. In addition, SES had 64 engines on order as of December 31, 2025. 41 The following table presents our owned aircraft portfolio by type of aircraft as a percentage of total net book value of passenger and freighter aircraft as of each of the five years ended December 31: As of December 31, Aircraft type 2025 2024 2023 2022 2021 Passenger Aircraft 96 % 97 % 97 % 98 % 97 % Airbus A220 Family 1 % 1 % 1 % — — Airbus A320neo Family 37 % 36 % 34 % 31 % 27 % Airbus A320 Family 7 % 8 % 10 % 12 % 13 % Airbus A330neo Family 3 % 3 % 1 % — — Airbus A330 1 % 2 % 2 % 2 % 3 % Airbus A350 8 % 8 % 9 % 10 % 10 % Boeing 737 MAX 7 % 5 % 5 % 4 % 3 % Boeing 737NG 8 % 9 % 10 % 12 % 13 % Boeing 777-200ER/300-ER 2 % 3 % 4 % 4 % 5 % Boeing 787 20 % 20 % 20 % 21 % 20 % Embraer E190/195/E2 2 % 2 % 1 % 1 % 2 % Other — — — 1 % 1 % Freighter Aircraft 4 % 3 % 3 % 2 % 3 % Airbus A321 — — — — — Boeing 737 2 % 2 % 2 % 1 % 2 % Boeing 747/767/777 2 % 1 % 1 % 1 % 1 % Total 100 % 100 % 100 % 100 % 100 % 42 During the year ended December 31, 2025, we had the following activity related to owned aircraft: Held for operating leases Investment in finance leases, net Held for sale Total owned aircraft Number of owned aircraft at beginning of period 1,420 101 22 1,543 Aircraft purchases 71 — — 71 Aircraft reclassified to held for sale (54) — 54 — Aircraft sold or designated for part-out (a) (56) (16) (41) (113) Aircraft reclassified from investment in finance leases, net (41) 41 — — Number of owned aircraft at end of period 1,340 126 35 1,501 (a)Includes four aircraft that were reclassified to inventory and the total loss of one aircraft. Aircraft on order The following table details our 283 aircraft on order as of December 31, 2025: Aircraft type 2026 2027 2028 2029 2030 Thereafter Total Airbus A320neo Family (a) 30 36 31 27 17 20 161 Airbus A330neo Family 1 5 — — — — 6 Boeing 737 MAX 39 20 15 15 3 — 92 Boeing 787 11 3 — — — — 14 Embraer E195-E2 5 — — — — — 5 Other — — — — — 5 5 Total 86 64 46 42 20 25 283 (a)In addition, we have options to purchase up to 45 A320neo Family aircraft from Airbus. Due to our aircraft order book, we believe that we are well-positioned to take advantage of trading opportunities and expand our aircraft portfolio. We believe that our global network of strong relationships with airlines, aircraft manufacturers, maintenance, repair and overhaul service providers and commercial and financial institutions gives us a competitive advantage in sourcing and executing transactions. Our revolving credit facilities are designed to allow us to rapidly execute our portfolio management strategies by providing us with large-scale committed funding to acquire new and used aircraft. Aircraft acquisitions and dispositions We purchase new and used aircraft directly from aircraft manufacturers, airlines and financial investors. The aircraft we purchase are both on-lease and off-lease, depending on market conditions and the composition of our portfolio. The buyers of our aircraft include airlines, financial investors and other aircraft leasing companies. We acquire aircraft at attractive prices in three primary ways: by purchasing large quantities of aircraft directly from manufacturers to take advantage of volume discounts; by purchasing portfolios consisting of aircraft of varying types and ages; and by entering into purchase-and-leaseback transactions with airlines. In addition, we also opportunistically purchase individual aircraft that we believe are being offered at attractive prices. Through our marketing team, which is in frequent contact with airlines worldwide, we are also able to identify attractive acquisition and disposition opportunities. We sell aircraft when we believe the market price for the type of aircraft has reached its peak or to rebalance the composition of our aircraft portfolio. Prior to a purchase or disposition, our dedicated portfolio management group analyzes the aircraft’s price, fit in our aircraft portfolio, specification and configuration, maintenance history and condition, the existing lease terms, financial condition and creditworthiness of the existing lessee, the jurisdiction of the lessee, industry trends, financing arrangements and the aircraft’s redeployment potential and value, among other factors. During the year ended December 31, 2025, we purchased 71 new aircraft and sold 108 aircraft from our owned portfolio. 43 History and development of the Company AerCap Holdings N.V. was incorporated in the Netherlands as a public limited liability company under Dutch law (“naamloze vennootschap” or “N.V.”) on July 10, 2006. AerCap is the global leader in aviation leasing with 1,932 aircraft owned, managed or on order, over 1,200 engines (including engines owned and managed by SES), over 300 owned helicopters, and total assets of $72 billion as of December 31, 2025. Our ordinary shares are listed on the NYSE under the ticker symbol AER. Our headquarters is located in Dublin, and we have offices in Shannon, Memphis, Singapore, Miami, London, Dubai, Shanghai, Amsterdam and other locations. As of December 31, 2025, we had 179,043,739 ordinary shares issued, including 166,876,547 ordinary shares issued and outstanding, and 12,167,192 ordinary shares held as treasury shares. Our issued and outstanding ordinary shares included 4,135,620 shares of unvested restricted stock. The address of our headquarters in Dublin is AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland, and our general telephone number is +353 1 819 2010. Our website address is www.aercap.com. Information contained on our website does not constitute a part of this annual report. Puglisi & Associates is our authorized representative in the United States. The address of Puglisi & Associates is 850 Liberty Avenue, Suite 204, Newark, DE 19711 and their general telephone number is +1 (302) 738-6680. The U.S. Securities and Exchange Commission (“SEC”) maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review our SEC filings, including this annual report, by accessing the SEC’s internet website at www.sec.gov. Our primary capital expenditure is the purchase of flight equipment under purchase agreements with the manufacturers (primarily, Airbus, Boeing and Embraer for aircraft). Please refer to “Item 5. Operating and Financial Review and Prospects—Liquidity and capital resources” for a detailed discussion of our capital expenditures. The following table presents our capital expenditures for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 (U.S. Dollars in thousands) Purchase of flight equipment $ 3,653,925 $ 5,062,507 $ 4,662,680 Prepayments on flight equipment 2,420,373 1,553,851 1,569,706 44 Facilities We lease our Dublin, Ireland headquarters office facility under a 25-year lease that began in December 2015 and has an option for us to terminate in 2031. We lease our Shannon, Ireland office facility under a lease that expires in 2033, with an option for us to terminate in 2029. We lease our Singapore office facility under a lease that expires in March 2029. We lease our Miami office facility under a lease that expires in November 2036, with an option for us to terminate in 2032. In addition to the above facilities, we also lease offices in various locations around the world, including: Dublin, Ireland; Memphis, Tennessee; Amsterdam, The Netherlands; London, United Kingdom; Shanghai, China; and Dubai, United Arab Emirates. Organizational structure AerCap Holdings N.V. is a holding company that holds directly and indirectly consolidated subsidiaries, which in turn own our aviation assets. As of December 31, 2025, AerCap Holdings N.V. did not own significant assets other than its direct and indirect investments in its subsidiaries. As of December 31, 2025, our major operating subsidiaries, each of which is ultimately 100%-owned by AerCap Holdings N.V., are AerCap Ireland Limited (Ireland) (“AerCap Ireland”), AerCap Ireland Capital DAC (Ireland), AerCap Global Aviation Trust (United States) (“AerCap Trust”), AerCap Aviation Leasing Limited (Ireland), Celestial Aviation Funding Unlimited Company (Ireland) and Celestial Aviation Services Limited (Ireland). Refer to Exhibit 8.1—List of Subsidiaries of AerCap Holdings N.V. for a complete list of all our subsidiaries.
You should read this discussion in conjunction with our audited Consolidated Financial Statements and the related notes included in this annual report. Our financial statements are presented in accordance with accounting principles generally accepted in the United States of Amer…
You should read this discussion in conjunction with our audited Consolidated Financial Statements and the related notes included in this annual report. Our financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes of circumstances. Refer to “Item 3. Key Information—Risk Factors” and “Special Note About Forward-Looking Statements.” Overview Net income attributable to AerCap Holdings N.V. for the year ended December 31, 2025 was $3.8 billion, compared to net income attributable to AerCap of $2.1 billion for the year ended December 31, 2024. For the year ended December 31, 2025, diluted earnings per share was $21.30 and the weighted average number of diluted shares outstanding was 176,115,641, compared to diluted earnings per share of $10.79 and weighted average number of diluted shares of 194,489,171 for the year ended December 31, 2024. Net cash flows provided by operating activities were $5.4 billion for the years ended December 31, 2025 and 2024. 45 Major developments in 2025 In 2025, AerCap: •Executed a total of 705 transactions, including 371 lease agreements; •Completed purchases of 145 assets, including 71 fuel-efficient, new technology owned aircraft, for approximately $5.4 billion; •Completed sales of 189 assets for aggregate proceeds of approximately $3.9 billion, including 108 owned aircraft with an average age of 15 years; •Received net recoveries of approximately $1.5 billion, which primarily included cash insurance settlement proceeds and proceeds from a judgment by the London Commercial Court in respect of our claim against our insurers over aircraft and engines lost in Russia; •Entered into a purchase agreement with Airbus for 52 A320neo Family aircraft that had previously been part of the Spirit Airlines order book, with options to purchase up to 45 additional A320neo Family aircraft; •Repurchased an aggregate of 22.1 million ordinary shares for approximately $2.4 billion under share repurchase programs authorized by our Board of Directors in 2024 and 2025; •Arranged approximately $13.2 billion of financing, consisting of notes issuances in the capital markets, bank debt and revolving credit facilities; •Received a credit rating upgrade to BBB+ by Fitch Ratings; now rated BBB+ by all three major rating agencies; and •Declared quarterly dividends on our ordinary shares aggregating approximately $192 million. Aviation assets During the year ended December 31, 2025, we purchased 71 new technology owned aircraft, 53 engines and 21 helicopters for approximately $5.4 billion. As of December 31, 2025, we owned 1,501 aircraft and managed 148 aircraft. We also owned or managed approximately 1,200 engines (including engines owned and managed by SES) and owned over 300 helicopters. As of December 31, 2025, we had 283 new aircraft on order. The average age of our fleet of owned passenger aircraft, weighted by net book value, was 7.3 years as of December 31, 2025. Significant components of revenues and expenses Revenues and other income Our revenues and other income consist primarily of basic lease rents, maintenance rents and other receipts, net gain on sale of assets and other income. Basic lease rents and maintenance rents and other receipts Our flight equipment lease agreements generally provide for the periodic payment of a fixed or a floating amount of rent. Floating rents for flight equipment are tied to interest rates during the terms of the respective leases. During the year ended December 31, 2025, 1% of our basic lease rents from flight equipment under operating leases was attributable to leases with lease rates tied to floating interest rates. In addition, our leases require the payment of supplemental maintenance rent based on utilization during the lease term, or EOL compensation calculated with reference to the condition of the aircraft at lease expiration. The amount of basic lease rents and maintenance rents and other receipts (together, “lease revenue”) we recognize is primarily influenced by the following five factors: •the contracted lease rate, which is highly dependent on the age, condition and type of the leased aircraft; •for leases with rates tied to floating interest rates, interest rates during the term of the lease; •the number of aircraft currently subject to lease contracts; •the lessee’s performance of its lease obligations; and •the amount of EOL compensation payments we receive, maintenance revenue and other receipts recognized during the lease and accrued maintenance liabilities recognized as revenue at the end of a lease. 46 In addition to aircraft-specific factors such as the type, condition and age of the aircraft, the lease rates for our leases with fixed rental payments are initially determined in part by reference to the prevailing interest rate for a debt instrument with a term similar to the lease term and with a similar credit quality as the lessee at the time we enter into the lease. Many of the factors described above are influenced by global and regional economic trends, airline market conditions, the supply and demand balance for the type of aircraft we own and our ability to remarket our aircraft subject to expiring lease contracts under favorable economic terms. As of December 31, 2025, 1,457 of our 1,501 owned aircraft were on lease, with no lessee representing more than 10% of total lease revenue for the year ended December 31, 2025. As of December 31, 2025, our owned aircraft portfolio included 44 aircraft that were off-lease. As of February 6, 2026, of these 44 aircraft, seven were re-leased or under commitments for re-lease, 27 aircraft were being marketed for re-lease (which represented approximately 2% of the aggregate net book value of our fleet) and ten aircraft were designated for sale or part-out (which represented less than 1% of the aggregate net book value of our fleet). Net gain on sale of assets Our net gain on sale of assets is generated from the sale of our flight equipment and is largely dependent on the condition of the asset being sold, prevailing interest rates, airline market conditions and the supply and demand balance for the type of asset we are selling. The timing of asset sale closings is often uncertain, as a sale may be concluded swiftly or negotiations may extend over several weeks or months. As a result, even if net gain on sale of assets is comparable over a long period of time, during any particular reporting period we may close significantly more or fewer sale transactions than in other reporting periods. Accordingly, net gain on sale of assets recorded in one reporting period may not be comparable to net gain on sale of assets in other reporting periods. Other income Other income consists of proceeds from interest revenue, management fee revenue, insurance proceeds, claims sales, inventory sales and income related to other miscellaneous activities. Our interest revenue is derived primarily from interest on unrestricted and restricted cash balances and on financial instruments we hold, such as notes receivable, loans receivable and subordinated debt investments in unconsolidated securitization vehicles or affiliates. The amount of interest revenue we recognize in any period is influenced by our unrestricted or restricted cash balances, the principal balance of financial instruments we hold, contracted or effective interest rates, and movements in provisions for financial instruments which can affect adjustments to valuations or provisions. We generate management fee revenue by providing management services to non-consolidated aircraft and engine securitization vehicles, joint ventures, and other third parties. Our management services include aircraft and engine asset management services, such as leasing, remarketing aircraft and engines for lease or sale, technical advisory services, cash management and treasury services, and accounting and administrative services. Operating expenses Our operating expenses consist primarily of depreciation and amortization, net (recoveries) charges related to Ukraine Conflict, interest expense, leasing expenses and selling, general and administrative expenses. Depreciation and amortization Our depreciation expense is influenced by the adjusted gross book values, depreciable lives and estimated residual values of our flight equipment. Adjusted gross book value is the original cost of our flight equipment, adjusted for subsequent capitalized improvements, impairments and accounting basis adjustments associated with a business combination or a purchase-and-leaseback transaction. In addition, we have definite-lived intangible assets which are amortized over the period which we expect to derive economic benefits from such assets. 47 Net recoveries related to Ukraine Conflict The Ukraine Conflict, including the sanctions and the actions of our former Russian lessees and the Russian government, represents an unusual and infrequent event the financial effect of which is classified separately on our Consolidated Income Statements. During the year ended December 31, 2025, we recognized net recoveries of $1.5 billion, which primarily included recoveries of $973 million pursuant to the June 11, 2025 judgment from the London Commercial Court in respect of our claim against the insurers under our C&P Policy and the award of $234 million of interest on that judgment, as well as cash insurance settlement proceeds of $280 million pursuant to settlements in respect of the insurance policies of four Russian airlines covering 16 aircraft and one engine lost in Russia. During the year ended December 31, 2024, we recognized recoveries of $195 million, which primarily consisted of insurance settlement proceeds received. Refer to Note 25—Net (recoveries) charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report. Interest expense Our interest expense arises from a variety of debt funding structures and related derivative financial instruments as described in “Item 11. Quantitative and Qualitative Disclosures About Market Risk,” Note 12—Derivative financial instruments and Note 15—Debt to our Consolidated Financial Statements included in this annual report. Interest expense in any period is primarily affected by contracted interest rates, amortization of debt issuance costs and debt discounts and premiums, principal amounts of indebtedness, amortization of fair value adjustments and unrealized mark-to-market gains or losses on derivative financial instruments for which we do not achieve cash flow hedge accounting treatment. Leasing expenses Our leasing expenses consist primarily of maintenance rights asset amortization expense, maintenance expenses on our flight equipment, which we incur during the lease through lessor maintenance contributions or when we perform maintenance on our off-lease aircraft, expenses we incur to monitor the maintenance condition of our flight equipment during a lease, expenses incurred to transition flight equipment from an expired or early-terminated lease to a new lease contract, which may arise due to a lessee default or restructuring, non-capitalizable flight equipment expenses, litigation expenses, insurance expenses and provisions for credit losses on notes receivable, loans and investment in finance leases, net. Maintenance rights assets are recognized at fair value when we acquire flight equipment subject to existing leases. These assets represent the contractual right to receive the aircraft in a specified maintenance condition at the end of the lease under lease contracts with EOL payment provisions, or our right to receive the aircraft in better maintenance condition due to aircraft maintenance events performed by the lessee either through reimbursement of maintenance deposit rents held under lease contracts with maintenance reserve (“MR”) provisions, or through a lessor contribution to the lessee. For leases with EOL maintenance provisions, upon lease termination, we recognize receipt of EOL cash compensation as lease revenue to the extent those receipts exceed the EOL maintenance rights asset, and we recognize leasing expenses when the EOL maintenance rights asset exceeds the EOL cash received. For leases with maintenance reserve payment provisions, we recognize maintenance rights expense at the time the lessee submits a reimbursement claim and provides the required documentation related to the cost of a qualifying maintenance event that relates to pre-acquisition usage. Selling, general and administrative expenses Our selling, general and administrative expenses consist primarily of personnel expenses, including salaries and benefits, share-based compensation expense, professional and advisory costs, office facility expenses and travel expenses, as summarized in Note 23—Selling, general and administrative expenses to our Consolidated Financial Statements included in this annual report. The level of our selling, general and administrative expenses is influenced primarily by the number of our employees and the extent of transactions or ventures we pursue that require the assistance of outside professionals or advisors. 48 Income tax (expense) benefit Our operations are taxable primarily in Ireland, the significant jurisdiction where we manage our business. Deferred taxes are provided to reflect the impact of temporary differences between our income before income taxes and our taxable income. The primary source of temporary differences is the availability of tax depreciation in our primary operating jurisdiction. Our effective tax rate has varied from year to year. Our effective tax rate is impacted by the source and amount of earnings among our various tax jurisdictions, permanent tax differences relative to pre-tax income or loss, and certain other discrete items. We have tax losses in certain jurisdictions that can be carried forward, which we recognize as deferred tax assets. We evaluate the recoverability of deferred tax assets in each jurisdiction in each period based upon our estimates of future taxable income in these jurisdictions. If we determine that we are not likely to generate sufficient taxable income in a jurisdiction prior to expiration, if any, of the availability of tax losses, we establish a valuation allowance against the tax loss to reduce the deferred tax asset to its recoverable value. We evaluate the appropriate level of valuation allowances annually and make adjustments as necessary. Increases or decreases to valuation allowances can affect our income tax (expense) benefit in our Consolidated Income Statements and consequently may affect our effective tax rate in a given year. 49 Factors affecting our results Our results of operations have also been affected by a variety of other factors, primarily: •the number, type, age and condition of the flight equipment we own; •aviation industry market conditions, including general economic and political conditions; •the demand for our flight equipment and the resulting lease rates we are able to obtain for our flight equipment; •the availability and cost of debt capital to finance purchases of flight equipment; •the purchase price we pay for our flight equipment; •the number, type and sale price of flight equipment, or parts in the event of a part-out of flight equipment, we sell in a period; •the ability of our lessees to meet their lease obligations, and the timing thereof, and maintain our flight equipment in airworthy and marketable condition; •the continued impacts of the Ukraine Conflict, including the resulting sanctions by the United States, the European Union, the United Kingdom and other countries, on our business and results of operations, financial condition and cash flows; •increased global inflation leading to rising interest rates, which affect our lease revenues, our interest expense, the market value of our interest rate derivatives, and the market value of our flight equipment; •the utilization rates of our flight equipment; •the recognition of non-cash share-based compensation expense related to the issuance of restricted stock units or restricted stock; •our expectations of future maintenance reimbursements and lessee maintenance contributions; •our ability to fund our business; and •our ability to recover claims related to insurance policies, airline bankruptcies or other restructurings. 50 Factors affecting the comparability of our results Net recoveries related to Ukraine Conflict During 2025, we recognized pre-tax recoveries related to the Ukraine Conflict of $1.5 billion in our earnings, which primarily included recoveries of $973 million pursuant to the June 11, 2025 judgment from the London Commercial Court in respect of our claim against the insurers under our C&P Policy and the award of $234 million of interest on that judgment, as well as cash insurance settlement proceeds of $280 million pursuant to settlements in respect of the insurance policies of four Russian airlines covering 16 aircraft and one engine lost in Russia. During 2024, we recognized pre-tax recoveries related to the Ukraine Conflict of $195 million in our earnings, which primarily consisted of insurance settlement proceeds received. Refer to Note 25—Net (recoveries) charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report for further details. Sales transactions During 2025, we completed sales of flight equipment for aggregate proceeds of $3.9 billion and recognized a net gain on sale of assets of $819 million. During 2024, we completed sales of flight equipment for aggregate proceeds of $3.1 billion and recognized a net gain on sale of assets of $651 million. Share repurchases During 2025, our Board of Directors authorized total repurchases of up to $3.3 billion of AerCap ordinary shares and we repurchased an aggregate of 22.1 million of our ordinary shares under share repurchase programs at an average price of $109.92 per ordinary share, for approximately $2.4 billion. During 2024, our Board of Directors authorized total repurchases of up to $1.5 billion of AerCap ordinary shares and we repurchased an aggregate of 16.8 million of our ordinary shares under share repurchase programs at an average price of $87.80 per ordinary share, for approximately $1.5 billion. Trends in our business Overall global air passenger traffic, measured in revenue passenger kilometers (“RPK”), grew by 5.3% in 2025 compared to 2024, according to the International Air Transport Association (“IATA”). Growth was driven mainly by international travel, particularly in the Asia Pacific region where RPK grew by 7.8% compared to 2024. Globally, supply constraints continue to keep load factors at record highs, supporting yields and airline profits. IATA expects global air passenger traffic to continue growing in 2026, with RPK forecast to increase by 4.9% compared to 2025. The Asia Pacific region is once again forecasted to be the largest contributor to this growth. The lower level of forecasted growth in 2026 compared to 2025 is mainly due to the expected continuation of supply constraints, including limited aircraft availability and labor shortages. Critical accounting estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP, and require us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. The use of estimates is or could be a significant factor affecting the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. Our estimates and assumptions are based on historical experiences and currently available information that management believes to be reasonable under the circumstances. Actual results may differ from our estimates under different conditions, sometimes materially. Critical accounting estimates are defined as those that are both most important to the portrayal of our financial condition and results of operations and that require our judgments, estimates and assumptions. Our critical accounting estimates are described below. 51 Flight equipment held for operating leases, net Flight equipment held for operating leases is stated at cost less accumulated depreciation and impairment. Flight equipment is depreciated to its estimated residual value on a straight-line basis over the useful life of the asset. The costs of improvements to flight equipment are generally recorded as leasing expenses unless the improvement increases the long-term value of the flight equipment. In that case, the improvement cost is capitalized and depreciated over the estimated remaining useful life of the aircraft. Useful Life (a) Residual Value (b) Passenger aircraft 25 years 15 % Freighter aircraft 35 years 15 % Helicopters 30 years 20 % Engines 20 years 60 % (a) Useful life may be determined to be a different period depending on the disposition strategy. (b) Estimated industry price, except where more relevant information indicates that a different residual value is more appropriate. We periodically review the estimated useful lives and residual values of our flight equipment based on our industry knowledge, external factors, such as current market conditions, and changes in our disposition strategies, to determine if they are appropriate, and record adjustments to depreciation rates prospectively on an individual asset basis, as necessary. We test flight equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The quarterly impairment assessments are primarily triggered by potential sale transactions, leasing transactions, early-terminated leases, credit events impacting lessees or forecasted significant and permanent declines in the demand for asset types. The quantitative impairment test is performed at the lowest level for which identifiable cash flows are largely independent of other groups of assets, which is the individual asset, including the lease-related assets and liabilities of that asset, such as the maintenance rights assets, lease incentives, and maintenance liabilities (the “Asset Group”). If the sum of the expected undiscounted future cash flows is less than the carrying value of the Asset Group, an impairment loss is recognized. The loss is measured as the excess of the carrying value of the Asset Group over its estimated fair value. Fair value reflects the present value of future cash flows expected to be generated from the assets, including its expected residual value, discounted at a rate commensurate with the associated risk. Future cash flows are assumed to occur under current market conditions and assume adequate time for a sale between a willing buyer and a willing seller. Expected future lease rates are based on all relevant information available, including current contracted rates for similar assets and industry trends. On an annual basis, we also perform an assessment of all assets older than five years, and other assets where necessary, which are held for operating leases to identify potential impairment by reference to estimated future cash flows at the Asset Group level, and perform a quantitative impairment test. We apply significant judgment in assessing whether an impairment is necessary and in estimating significant input assumptions including the future lease rates, maintenance cash flow forecasts, the residual value and the discount rate when performing quantitative impairment tests. Due to the significant uncertainties associated with potential sales transactions, we use our judgment to evaluate whether a sale or other disposal is more likely than not. The factors we consider in our assessment include (i) the progress of the potential sales transactions through a review and evaluation of the sales-related documents and other communications, including, but not limited to, letters of intent or sales agreements that have been negotiated or executed; (ii) our general or specific fleet strategies and other business needs and how those requirements bear on the likelihood of sale or other disposal; and (iii) the evaluation of potential execution risks, including the source of potential purchaser funding and other execution risks. 52 The future cash flows supporting the carrying value of aircraft that are 15 years of age or older are more dependent upon current lease contracts, and these leases are generally more sensitive to weaknesses in the global economic environment. Deterioration of the global economic environment and a decrease in aircraft values might have a negative effect on the undiscounted cash flows of older aircraft and might cause an impairment loss. As of December 31, 2025, 339 owned passenger aircraft under operating lease with an aggregate asset group value of approximately $3.0 billion were 15 years of age or older, which represented approximately 6% of our total flight equipment measured by net book value and lease-related assets and liabilities. The estimated undiscounted future cash flows of these 339 passenger aircraft were $7.3 billion, which measured on a weighted-average basis was 141% in excess of the aggregate carrying value. As of December 31, 2025, all of these aircraft passed the recoverability test. The following assumptions drive the undiscounted cash flows: contracted lease rents through current lease expiry; subsequent re-lease rates based on current marketing information; maintenance cash flow forecasts; and residual values. We review and stress-test our key assumptions to reflect any observed weakness in the global economic environment. Aircraft that are between five and 15 years of age where future cash flows do not exceed the aircraft carrying value by at least 10% are more susceptible to impairment risk. As of December 31, 2025, seven aircraft with an asset group carrying value of $302 million did not exceed our 10% threshold, which represented less than 0.7% of our total flight equipment and lease-related assets and liabilities. The seven aircraft that were below the 10% threshold did, however, pass the impairment test as of December 31, 2025, and as such no impairment was recognized. Recent accounting standards adopted during the year ended December 31, 2025 Please refer to Note 3—Summary of significant accounting policies to our Consolidated Financial Statements included in this annual report. Future application of accounting standards Please refer to Note 3—Summary of significant accounting policies to our Consolidated Financial Statements included in this annual report. 53 Comparative results of operations Results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024 Year Ended December 31, Increase/ (Decrease) 2025 2024 (U.S. Dollars in thousands) Revenues and other income Lease revenue: Basic lease rents $ 6,679,477 $ 6,377,181 $ 302,296 Maintenance rents and other receipts 689,993 626,816 63,177 Lease revenue 7,369,470 7,003,997 365,473 Net gain on sale of assets 819,482 651,142 168,340 Other income 327,716 341,505 (13,789) Total Revenues and other income 8,516,668 7,996,644 520,024 Expenses Depreciation and amortization 2,647,168 2,580,037 67,131 Net recoveries related to Ukraine Conflict (1,490,431) (194,750) (1,295,681) Asset impairment 100,838 49,766 51,072 Interest expense 1,981,928 1,990,732 (8,804) Loss on debt extinguishment 4,932 13,450 (8,518) Leasing expenses 647,571 810,358 (162,787) Selling, general and administrative expenses 545,933 488,916 57,017 Total Expenses 4,437,939 5,738,509 (1,300,570) Gain on investments at fair value 13,283 5,238 8,045 Income before income taxes and income ofinvestments accounted for under the equity method 4,092,012 2,263,373 1,828,639 Income tax expense (555,246) (323,704) (231,542) Equity in net earnings of investments accounted for under the equity method 213,848 158,956 54,892 Net income $ 3,750,614 $ 2,098,625 $ 1,651,989 Net (income) loss attributable to non-controlling interest (2) 7 (9) Net income attributable to AerCap Holdings N.V. $ 3,750,612 $ 2,098,632 $ 1,651,980 Basic lease rents. The increase in basic lease rents of $302 million, or 5%, was attributable to: •the acquisition of assets between January 1, 2024 and December 31, 2025, with an aggregate net book value of $12.0 billion on their respective acquisition dates, as well as the entry into service of our converted Boeing 777-300ER freighters, which commenced in September 2025, collectively resulting in an increase in basic lease rents of $568 million; partially offset by •the sale of assets between January 1, 2024 and December 31, 2025, with an aggregate net book value of $3.5 billion on their respective sale dates, resulting in a decrease in basic lease rents of $172 million; and •a decrease in basic lease rents of $94 million primarily due to lease extensions at lower rates, lower PBH rent, as well as redeliveries and lease terminations. The accounting for extensions requires the remaining rental payments to be recorded on a straight-line basis over the remaining term of the original lease plus any extension period. 54 Maintenance rents and other receipts. The increase in maintenance rents and other receipts of $63 million, or 10%, was attributable to: •an increase of $128 million in maintenance rents and other receipts from lease terminations and restructurings; partially offset by •a decrease of $65 million in regular maintenance rents, primarily due to lower EOL compensation and other receipts. Net gain on sale of assets. The increase in net gain on sale of assets of $168 million, or 26%, was primarily due to the volume and composition of asset sales in the current strong sales market. During the year ended December 31, 2025, we sold 140 assets for proceeds of $3.9 billion. During the year ended December 31, 2024, we sold 136 assets for proceeds of $3.1 billion. Other income. The decrease in other income of $14 million, or 4%, was primarily driven by lower interest income recognized during the year ended December 31, 2025. Depreciation and amortization. The increase in depreciation and amortization of $67 million, or 3%, was primarily due to a higher average lease assets balance during the year ended December 31, 2025, compared to the year ended December 31, 2024. Net recoveries related to Ukraine Conflict. During the year ended December 31, 2025, we recognized net recoveries of $1.5 billion, which primarily included recoveries of $973 million pursuant to the June 11, 2025 judgment from the London Commercial Court in respect of our claim against the insurers under our C&P Policy and the award of $234 million of interest on that judgment, as well as cash insurance settlement proceeds of $280 million pursuant to settlements in respect of the insurance policies of four Russian airlines covering 16 aircraft and one engine lost in Russia. During the year ended December 31, 2024, we recognized recoveries of $195 million, which primarily consisted of cash insurance settlement proceeds of $172 million. Refer to Note 25—Net (recoveries) charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report for further details. Asset impairment. During the year ended December 31, 2025, we recognized impairment charges of $101 million related to sales transactions, lease amendments or lease terminations which were partially offset by maintenance revenue recognized where we retained maintenance-related balances or received EOL compensation. During the year ended December 31, 2024, we recognized impairment charges of $50 million related to sales transactions, lease amendments or lease terminations which were partially offset by maintenance revenue recognized where we retained maintenance-related balances or received EOL compensation. Please refer to “Item 5. Operating and Financial Review and Prospects—Critical accounting estimates” for further information on our event-driven impairment assessments. Interest expense. The decrease in interest expense of $9 million was primarily attributable to: •a decrease in the average outstanding debt balance from $46.4 billion during the year ended December 31, 2024, to $45.4 billion during the year ended December 31, 2025, resulting in a $41 million decrease in interest expense; and •a $9 million decrease in interest expense attributable to movement in mark-to-market on interest rate derivatives. For the year ended December 31, 2025, we recognized a loss of $25 million related to mark-to-market movements on interest rate derivatives, compared to a loss of $34 million for the year ended December 31, 2024; partially offset by •a $41 million increase in interest expense due to an increase in the average cost of debt for the year ended December 31, 2025, compared to the year ended December 31, 2024. The average cost of debt, excluding the effect of mark-to-market movements on interest rate derivatives, debt issuance costs, upfront fees and other impacts, was 4.1% for the year ended December 31, 2025, compared to 4.0% for the year ended December 31, 2024. Please refer to “Item 5. Operating and Financial Review and Prospects—Non-GAAP measures and metrics” for further information on the average cost of debt. Leasing expenses. The decrease in leasing expenses of $163 million, or 20%, was primarily due to a $250 million decrease in our allowance for credit losses, $85 million of lower transition costs and other leasing expenses and $76 million of lower maintenance rights amortization, partially offset by $248 million higher airline restructuring and default costs and lessor maintenance contributions. 55 Selling, general and administrative expenses. The increase in selling, general and administrative expenses of $57 million, or 12%, was primarily due to higher compensation-related expenses. Income tax expense. The effective tax rate was 13.6% for the year ended December 31, 2025, compared to the effective tax rate of 14.3% for the year ended December 31, 2024. The effective tax rate is impacted by the source and amount of earnings among our various tax jurisdictions, permanent tax differences relative to pre-tax income or loss, and certain other discrete items. Refer to Note 16—Income taxes to our Consolidated Financial Statements included in this annual report for a detailed description of income taxes. Equity in net earnings of investments accounted for under the equity method. The increase in equity in net earnings of investments accounted for under the equity method of $55 million was primarily driven by higher earnings from our SES joint venture. For Results of Operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, refer to “Item 5. Operating and Financial Review and Prospects—Comparative results of operations” in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on February 26, 2025. 56 Liquidity and capital resources Capital expenditures and cash commitments We have significant capital requirements, including making pre-delivery payments and paying the balance of the purchase price for flight equipment on delivery. As of December 31, 2025, we had commitments to purchase 283 new aircraft scheduled for delivery through 2031. We also had commitments to purchase 35 engines and 12 helicopters through 2027. As a result, we will need to raise additional funds to satisfy these capital requirements, which we expect to do through a combination of accessing committed debt facilities and securing additional financing, if needed, from capital markets transactions or other sources of capital. If other sources of capital are not available to us, we may need to raise additional funds through selling aircraft or other aircraft investments, including participations in our joint ventures. Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness. Also refer to Note 12—Derivative financial instruments to our Consolidated Financial Statements included in this annual report for a detailed description of our use of financial instruments for hedging purposes. Overview of sources and uses of cash As of December 31, 2025, our cash balance was $1.5 billion, including unrestricted cash of $1.4 billion, and we had $11.0 billion of undrawn lines of credit available under our revolving credit and term loan facilities. As of December 31, 2025, our total available liquidity, including undrawn lines of credit, unrestricted cash, cash flows from estimated asset sales and other sources of funding, was $15 billion, and including estimated operating cash flows for the next 12 months, our total sources of liquidity were $21 billion. As of December 31, 2025, our existing sources of liquidity were sufficient to operate our business and cover approximately 1.8x of our debt maturities and contracted capital requirements for the next 12 months. Debt As of December 31, 2025, the principal amount of our outstanding indebtedness, which excludes debt issuance costs, debt discounts and debt premium of $241 million, totaled $43.8 billion and consisted of senior unsecured, subordinated and senior secured notes, export credit facilities, commercial bank debt, revolving credit debt, securitization debt and capital lease structures. In order to satisfy our contractual purchase obligations, we expect to source new debt financing through access to the capital markets, including the unsecured and secured bond markets, the commercial bank market, export credit and the asset-backed securities market. In the longer term, we expect to fund the growth of our business, including acquiring aircraft, through internally generated cash flows, the incurrence of new bank debt, the refinancing of existing bank debt and other capital-raising initiatives. During the year ended December 31, 2025, our average cost of debt, excluding the effect of mark-to-market movements on our interest rate derivatives, debt issuance fees, upfront fees and other impacts, was 4.1%. As of December 31, 2025, our adjusted debt-to-equity ratio was 2.11 to 1. Please refer to “Item 5. Operating and Financial Review and Prospects—Non-GAAP measures and metrics” for further information on our average cost of debt and reconciliations of adjusted debt and adjusted equity to the most closely related U.S. GAAP measures as of December 31, 2025 and 2024. Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness. Taxation AerCap Holdings N.V. is incorporated in the Netherlands and headquartered in Ireland, and is not directly engaged in business within, nor has a permanent establishment in, the United States. Only our U.S. subsidiaries are subject to U.S. net income tax or would potentially have to withhold U.S. taxes upon a distribution of our earnings. Effective February 1, 2016, we became tax resident in Ireland and we would typically expect that the repatriation of earnings from our foreign subsidiaries should not, except where recognized in our financial statements, give rise to material additional Irish taxation due to the availability of foreign tax credits. As of December 31, 2025, $133 million out of $1.4 billion of cash and short-term investments was held by our foreign subsidiaries outside of Ireland. In some instances, the earnings of our foreign subsidiaries will be re-invested in the foreign jurisdiction for the purposes of their business. Additionally, legal restrictions in relation to dividend payments from our subsidiaries may apply. 57 Under the OECD’s BEPS 2.0 initiative, the OECD has formulated rules known as “Pillar Two” designed to implement a global minimum effective tax rate (“ETR”) of 15% on a jurisdictional basis in respect of multinational groups with annual turnover exceeding €750 million in two of the last four years. Ireland has enacted Pillar Two into domestic legislation, which took effect on January 1, 2024. Under these rules, the ETR for a jurisdiction is determined by reference to the financial accounting profits and tax expense (with some adjustments) derived from the relevant financial statements. We are required to calculate our ETR for each jurisdiction in which we operate and, for jurisdictions where the ETR is below the 15% minimum rate, we are liable to pay a top-up tax, known as the global minimum top-up tax, for the difference. The top-up tax is an additional tax designed to bring the minimum effective tax rate for the group to 15% as determined under Pillar Two calculation principles. This top-up tax is payable on a current rather than deferred basis. Based on commentary provided by the Financial Accounting Standards Board (“FASB”) that this top-up tax should be considered an alternative minimum tax, we are not currently required to record deferred tax related to this minimum top-up tax or remeasure existing deferred taxes. Instead, the incremental effect is recognized as it is incurred. Share Repurchases and Dividends In 2025, we repurchased 22.1 million ordinary shares at an average price of $109.92 per ordinary share, for approximately $2.4 billion. In 2024, we repurchased 16.8 million ordinary shares at an average price of $87.80 per ordinary share, for approximately $1.5 billion. In 2025, we declared $192 million of dividends to our shareholders. In 2024, we declared $146 million of dividends to our shareholders. Contractual obligations Our estimated future obligations as of December 31, 2025 include both current and long-term obligations. Our contractual obligations consist of principal and interest payments on debt, executed purchase agreements to purchase flight equipment and rent payments pursuant to our office and facility leases. We intend to fund our contractual obligations through unrestricted cash, lines-of-credit and other borrowings, operating cash flows and cash flows from asset sales. We believe that our sources of liquidity will be sufficient to meet our contractual obligations. The following table provides details regarding our contractual obligations and their payment dates as of December 31, 2025: 2026 2027 2028 2029 2030 Thereafter Total (U.S. Dollars in millions) Unsecured debt facilities $ 5,261.3 $ 5,717.3 $ 7,462.4 $ 4,113.1 $ 1,463.7 $ 10,227.7 $ 34,245.5 Secured debt facilities 958.5 1,632.4 1,850.3 723.8 644.4 1,501.4 7,310.8 Subordinated debt facilities — — — — — 2,250.0 2,250.0 Estimated interest payments (a) 1,893.7 1,640.7 1,259.9 873.6 735.0 5,903.2 12,306.1 Purchase obligations (b) 5,249.1 4,252.5 2,116.1 1,713.3 978.5 1,154.8 15,464.3 Operating leases (c) 12.3 13.2 13.4 11.3 8.8 9.8 68.8 Total (d) $ 13,374.9 $ 13,256.1 $ 12,702.1 $ 7,435.1 $ 3,830.4 $ 21,046.9 $ 71,645.5 (a)Estimated interest payments for floating-rate debt are based on rates as of December 31, 2025 and include the estimated impact of our interest rate swap agreements. (b)As of December 31, 2025, we had commitments to purchase 283 aircraft (including six purchase-and-leaseback transactions), 35 engines and 12 helicopters through 2031. The timing of our purchase obligations is based on current estimates and incorporates expected delivery delays into the table above. In addition, we have the right to reschedule the delivery dates of certain of our aircraft to future dates. In addition to the contractual commitments presented above, we have options to purchase up to 45 A320neo Family aircraft from Airbus. As these are options and not contractual commitments, they are not included in the table above. (c)Represents contractual payments our office and facility leases. Refer to Note 17—Leases to our Consolidated Financial Statements included in this annual report for further details on our operating lease obligations. (d)The above table does not reflect any dividends we may pay on our ordinary shares. 58 Historical Information The following table presents our consolidated cash flows for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (U.S. Dollars in millions) Net cash provided by operating activities $ 5,393 $ 5,437 Net cash used in investing activities (1,665) (3,724) Net cash used in financing activities (3,653) (2,133) Cash flows provided by operating activities. During the year ended December 31, 2025, our net cash provided by operating activities of $5.4 billion was the result of net income of $3.8 billion, adjustments of non-cash items to net income of $3.3 billion consisting primarily of depreciation, amortization, asset impairment, share-based compensation and deferred tax expense, collections of finance leases of $322 million and the net change in operating assets and liabilities of $344 million, partially offset by the classification of net gain on sale of assets and net recoveries related to Ukraine Conflict, which totaled $2.3 billion to investing activities. During the year ended December 31, 2024, our net cash provided by operating activities of $5.4 billion was the result of net income of $2.1 billion, adjustments of non-cash items to net income of $3.6 billion consisting primarily of depreciation, amortization, asset impairment, share-based compensation and deferred tax expense, collections of finance leases of $367 million and the net change in operating assets and liabilities of $249 million, partially offset by the classification of net gain on sale of assets and net recoveries related to Ukraine Conflict, which totaled $0.8 billion to investing activities. Cash flows used in investing activities. During the year ended December 31, 2025, our net cash used in investing activities of $1.7 billion primarily consisted of the purchase of and prepayments on flight equipment and other assets of $6.1 billion, partially offset by cash provided by asset sale proceeds of $2.9 billion, cash proceeds from insurance claim settlements of $1.5 billion and net proceeds from loans receivable of $105 million. During the year ended December 31, 2024, our net cash used in investing activities of $3.7 billion primarily consisted of the purchase of and prepayments on flight equipment of $6.5 billion and net issuances of loans receivable of $72 million, partially offset by cash provided by asset sale proceeds of $2.6 billion and cash proceeds from insurance claim settlements of $172 million. Cash flows used in financing activities. During the year ended December 31, 2025, our net cash used in financing activities of $3.7 billion primarily consisted of cash used for debt repayments, net of new financing proceeds and debt issuance costs of $1.8 billion, the repurchase of shares and payments of tax withholdings on share-based compensation of $2.5 billion and dividends paid on ordinary shares of $192 million, partially offset by net receipts of maintenance and security deposits of $864 million. During the year ended December 31, 2024, our net cash used in financing activities of $2.1 billion primarily consisted of cash used for debt repayments, net of new financing proceeds and debt issuance costs, of $1.3 billion, the repurchase of shares and payments of tax withholdings on share-based compensation of $1.5 billion and dividends paid on ordinary shares of $140 million, partially offset by net receipts of maintenance and security deposits of $793 million. Off-balance sheet arrangements We have interests in variable interest entities, some of which are not consolidated into our Consolidated Financial Statements. Refer to Note 29—Variable interest entities to our Consolidated Financial Statements included in this annual report for a detailed description of these interests and our other off-balance sheet arrangements. 59 Book value per share The following table presents our book value per share as of December 31, 2025 and 2024: As of December 31, 2025 2024 (U.S. Dollars in millions, except share and per share data) Total AerCap Holdings N.V. shareholders’ equity $ 18,323 $ 17,185 Ordinary shares issued 179,043,739 204,543,739 Treasury shares (12,167,192) (17,760,514) Ordinary shares outstanding 166,876,547 186,783,225 Shares of unvested restricted stock (4,135,620) (5,072,382) Ordinary shares outstanding, excluding shares of unvested restricted stock 162,740,927 181,710,843 Book value per ordinary share outstanding, excluding shares of unvested restricted stock $ 112.59 $ 94.57 Non-GAAP measures and metrics The following are definitions of non-GAAP measures and metrics used in this report on Form 20-F and a reconciliation of such measures to the most closely related U.S. GAAP measures. We believe these measures and metrics may further assist investors in their understanding of our performance and the changes and trends related to our earnings. These measures and metrics should not be viewed in isolation and should only be used in conjunction with and as a supplement to our U.S. GAAP financial measures. Non-GAAP measures and metrics are not uniformly defined by all companies, including those in our industry, and so this additional information may not be comparable with similarly-titled measures, metrics and disclosures by other companies. 60 Adjusted debt-to-equity ratio This measure is the ratio obtained by dividing adjusted debt by adjusted equity. Adjusted debt represents consolidated total debt less cash and cash equivalents, and less a 50% equity credit with respect to certain long-term subordinated debt. Adjusted equity represents total equity, plus the 50% equity credit with respect to the long-term subordinated debt. Adjusted debt and adjusted equity are adjusted by the 50% equity credit to reflect the equity nature of those financing arrangements and to provide information that is consistent with definitions under certain of our debt covenants. We believe this measure may further assist investors in their understanding of our capital structure and leverage. The following is a reconciliation of debt to adjusted debt and equity to adjusted equity as of December 31, 2025 and 2024: As of December 31, 2025 2024 (U.S. Dollars in millions except debt/equity ratio) Debt $ 43,565 $ 45,295 Adjusted for: Cash and cash equivalents (1,379) (1,209) 50% equity credit for long-term subordinated debt (1,125) (1,125) Adjusted debt $ 41,061 $ 42,960 Equity $ 18,323 $ 17,185 Adjusted for: 50% equity credit for long-term subordinated debt 1,125 1,125 Adjusted equity $ 19,448 $ 18,310 Adjusted debt/equity ratio 2.11 to 1 2.35 to 1 Average cost of debt Average cost of debt is calculated as interest expense, excluding mark-to-market on interest rate derivatives, debt issuance costs, upfront fees and other impacts, divided by the average debt balance. This measure reflects the impact from changes in the amount of debt and interest rates. Year Ended December 31, Percentage Difference 2025 2024 (U.S. Dollars in millions) Interest expense $ 1,982 $ 1,991 — Adjusted for: Mark-to-market on interest rate derivatives (25) (34) (26%) Debt issuance costs, upfront fees and other impacts (106) (119) (11%) Interest expense excluding mark-to-market on interest rate derivatives, debt issuance costs, upfront fees and other impacts 1,851 1,838 1% Average debt balance $ 45,430 $ 46,405 (2%) Average cost of debt 4.1% 4.0% 2% 61 Summarized financial information of issuers and guarantors AerCap Trust and AerCap Ireland Capital Designated Activity Company Notes From time to time, AerCap Trust and AerCap Ireland Capital Designated Activity Company (“AICDC”) co-issue senior unsecured notes. In July 2024, AerCap Trust and AICDC co-issued $750 million aggregate principal amount of fixed-rate-reset junior subordinated notes due 2055 and, in April 2025, they co-issued $500 million aggregate principal amount of fixed-rate-reset junior subordinated notes due 2056 (together, the “Junior Subordinated Notes” and, collectively with the senior unsecured notes issued by AerCap Trust and AICDC, the “AGAT/AICDC Notes”). Please refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for further details on the AGAT/AICDC Notes. The AGAT/AICDC Notes are jointly and severally and fully and unconditionally guaranteed by AerCap Holdings N.V. (the “Parent Guarantor”) and by AerCap Ireland, AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “AGAT/AICDC Guarantors”). Subject to the provisions of the indenture governing the AGAT/AICDC Notes (the “AGAT/AICDC Indenture”), a Subsidiary Guarantor will be automatically and unconditionally released from its guarantee with respect to a series of AGAT/AICDC Notes under the following circumstances: (1) the sale, disposition or other transfer of (i) the capital stock of a Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Restricted Subsidiary (as defined in the AGAT/AICDC Indenture) or, in the case of the Junior Subordinated Notes, a Subsidiary (as defined in the AGAT/AICDC Indenture) or (ii) all or substantially all of the assets of a Subsidiary Guarantor; (2) in the case of the senior unsecured notes, the permitted designation of the Subsidiary Guarantor as an Unrestricted Subsidiary as defined in and pursuant to the AGAT/AICDC Indenture; (3) the consolidation, amalgamation or merger of a Subsidiary Guarantor with and into AerCap Trust, AICDC or another AGAT/AICDC Guarantor with such person being the surviving entity, or upon the liquidation of a Subsidiary Guarantor following the transfer of all of its assets to AerCap Trust, AICDC or another AGAT/AICDC Guarantor; or (4) legal defeasance or covenant defeasance with respect to such series, each as described in the AGAT/AICDC Indenture, or if the obligations of AerCap Trust and AICDC with respect to such series under the AGAT/AICDC Indenture are discharged. The guarantee obligations of each Subsidiary Guarantor are limited (i) to an amount not to exceed the maximum amount that can be guaranteed by a Subsidiary Guarantor (after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of all other AGAT/AICDC Guarantors in respect of the obligations under their respective guarantees) without rendering the guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable fraudulent conveyance or transfer laws, and (ii) as necessary to recognize certain defenses generally available to guarantors, including voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally or other considerations under applicable law. In addition, given that some of the AGAT/AICDC Guarantors are Irish and Dutch companies, it may be more difficult for holders of the AGAT/AICDC Notes to obtain or enforce judgments against such guarantors. AICDC and certain AGAT/AICDC Guarantors are holding companies and therefore hold equity interests in directly held subsidiaries, amongst having other trading activities. As a result, AICDC and certain AGAT/AICDC Guarantors could be dependent on dividends and other payments from their subsidiaries to generate the funds necessary to meet their outstanding debt service and other obligations, and such dividends or other payments will in turn depend on factors, such as their subsidiaries’ earnings, covenants in instruments governing their subsidiaries’ indebtedness, other contractual restrictions and applicable laws (including local law restricting payments of dividends). 62 Summarized Combined Financial Information Summarized financial information (the “SFI”), as defined under Rule 1-02(bb) of Regulation S-X, is provided below for the issuers and the guarantor entities and includes AerCap Holdings N.V., AerCap Trust, AICDC, AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland and ILFC (collectively, the “Obligor Group”) as of December 31, 2025, and for the year ended December 31, 2025. The SFI is presented on a combined basis with intercompany transactions and balances among the entities included in the Obligor Group eliminated. The Obligor Group SFI excludes investments in non-obligor entities. Summarized combined financial information of issuers and guarantors December 31, 2025 (U.S. Dollars in millions) Flight equipment held for operating leases, net $ 11,089 Intercompany receivables 32,192 Total assets 45,823 Debt 34,705 Intercompany payables 3,291 Total liabilities 40,809 Year Ended December 31, 2025 (U.S. Dollars in millions) Total revenues and other income (a) $ 3,767 Total expenses (b) 2,034 Income before income taxes and income of investments accounted for under the equity method 1,733 Net income 1,653 Net income attributable to AerCap Holdings N.V. 1,653 (a)Total revenues include interest income from non-obligor entities of $1.9 billion. (b)Total expenses include interest expense to non-obligor entities of $128 million. 63