Aircastle LTD0001362988false00013629882026-11-042026-11-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 4, 2026
Aircastle Limited
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-32959 | | 98-0444035 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
c/o Aircastle Advisor LLC, 201 Tresser Boulevard,
Suite 400 | | |
| Stamford | | |
| Connecticut | | 06901 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (203) 504-1020
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Aircastle Limited (the “Company”) intends to discontinue its voluntary reporting with the Securities and Exchange Commission (the “SEC”). The Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2026 is expected to be its final periodic report filed with the SEC.
The Company is a voluntary filer and is not subject to the filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 with the SEC on or about November 18, 2026, in connection with the cessation of its voluntary SEC reporting.
Following the transition, the Company intends to continue providing investors with quarterly unaudited and annual audited U.S. GAAP financial statements, together with other financial and business information, through the investor information section of its website.
On November 4, 2026, the Company issued a press release announcing the matters described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| | |
Exhibit
No. | | Description |
| | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
AIRCASTLE LIMITED
(Registrant) |
|
| /s/ Sarah Clarkin |
| Sarah Clarkin |
| Chief Legal Officer and Secretary |
Date: November 4, 2026