AerCap (AER) prices $900M 4.875% senior notes maturing in 2031

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

AerCap Holdings N.V., through its wholly owned subsidiary AerCap Funding Designated Activity Company, has priced an offering of $900 million aggregate principal amount of 4.875% Senior Notes due 2031. These notes will be fully and unconditionally guaranteed on a senior unsecured basis by AerCap and certain subsidiaries.

The issuer plans to use the net proceeds for general corporate purposes, including acquiring, investing in, financing or refinancing aircraft assets and repaying indebtedness. The notes are being sold in an underwritten public offering under an automatically effective Form F-3 shelf registration, with Barclays, BofA Securities, HSBC, MUFG and TD Securities acting as joint book-running managers.

Key Figures

Senior notes offering size: $900 million aggregate principal amount Coupon rate: 4.875% Maturity year: 2031 +1 more

4 metrics

Senior notes offering size $900 million aggregate principal amount 4.875% Senior Notes due 2031

Coupon rate 4.875% Interest rate on Senior Notes due 2031

Maturity year 2031 Maturity of 4.875% Senior Notes

Customer base approximately 300 customers Global aviation leasing customers served

Key Terms

senior notes, Form F-3, registration statement, general corporate purposes, +1 more

5 terms

senior notes financial

"priced an offering of senior notes, consisting of $900 million aggregate principal amount"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Form F-3 regulatory

"filed a registration statement (including a prospectus) on Form F-3 with the U.S. Securities and Exchange Commission"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

registration statement regulatory

"The Company has filed a registration statement (including a prospectus) on Form F-3"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

general corporate purposes financial

"use the net proceeds from the Notes for general corporate purposes, including to acquire, invest in, finance or refinance aircraft assets and to repay indebtedness"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

forward-looking statements regulatory

"This press release contains certain statements, estimates and forecasts with respect to future performance and events. These statements, estimates and forecasts are “forward-looking statements”."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/29/2026 - 04:52 PM Accepted by SEC EDGAR 06/29/2026 - 04:52 PM

FAQ

What did AerCap (AER) announce in this Form 6-K filing?

AerCap announced the pricing of $900 million aggregate principal amount of 4.875% Senior Notes due 2031. The notes are issued by a wholly owned subsidiary and fully guaranteed on a senior unsecured basis by AerCap and certain subsidiaries.

What are the key terms of AerCap (AER) new senior notes?

The new notes total $900 million in aggregate principal amount and carry a 4.875% interest rate, maturing in 2031. They are senior unsecured obligations of the issuer and are fully and unconditionally guaranteed by AerCap and certain subsidiaries.

How will AerCap (AER) use the net proceeds from the $900 million notes?

AerCap plans to use the net proceeds for general corporate purposes, including to acquire, invest in, finance or refinance aircraft assets and to repay indebtedness. This aligns the financing directly with its core aviation leasing activities and capital structure management.

Under which registration has AerCap (AER) issued these senior notes?

The senior notes are being offered under an existing shelf registration statement on Form F-3 filed with the SEC. This registration statement, including a prospectus and prospectus supplement dated June 29, 2026, became automatically effective upon filing.

Who are the joint book-running managers for AerCap (AER) $900 million notes offering?

Barclays, BofA Securities, HSBC, MUFG and TD Securities are acting as joint book-running managers. They are coordinating the underwritten public offering and distributing the prospectus and related materials to potential investors in the senior notes.

Are AerCap (AER) 4.875% Senior Notes due 2031 guaranteed?

Yes. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by AerCap Holdings N.V. and certain of its subsidiaries. These guarantees place the obligations alongside other senior unsecured debt of the company and guarantors.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number 001-33159

AERCAP HOLDINGS N.V.

(Translation of Registrant’s Name into English)

AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland, +353 1 819 2010

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ☐

Other Events

On June 29, 2026, AerCap Funding Designated Activity Company (the “Issuer”), a wholly-owned subsidiary of AerCap Holdings N.V. (the “Company”), priced an offering of senior notes (the “Offering”), consisting of $900 million aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2031 (the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain other subsidiaries of the Company. The Issuer intends to use the net proceeds from the Notes for general corporate purposes, including to acquire, invest in, finance or refinance aircraft assets and to repay indebtedness.

Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC are serving as joint book-running managers for the underwritten public Offering of the Notes.

The Company has filed a registration statement (including a prospectus) on Form F-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the Offering. The registration statement automatically became effective upon filing on June 29, 2026. Investors should read the accompanying prospectus dated June 29, 2026, the preliminary prospectus supplement relating to the Offering dated June 29, 2026, and other documents the Company has filed with the SEC for more complete information about the Company, the Notes and the Offering.

The information contained in this Form 6-K is incorporated by reference into the Company’s Form F-3 Registration Statement, File No. 333-297097, and Form S-8 Registration Statements, File Nos. 333-194638, 333-194637, 333-180323, 333-165839 and 333-154416, and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.

Exhibits

99.1	AerCap Holdings N.V. Press Release relating to the pricing of the Notes.

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, thereunto duly authorized.

AERCAP HOLDINGS N.V.


By:	/s/ Aengus Kelly
	Name:	Aengus Kelly
	Title:	Authorized Signatory

Dated: June 29, 2026

EXHIBIT INDEX

99.1	AerCap Holdings N.V. Press Release relating to the pricing of the Notes.

Exhibit 99.1

PRESS RELEASE

	For Investors: Adi Padva	For Media: Gillian Culhane
	Head of Investor Relations	Head of Corporate Communications and Marketing
	apadva@aercap.com; +1 305 588 6011	gculhane@aercap.com; +353 1 636 0945

AerCap Holdings N.V. Announces Pricing of $900 Million Aggregate Principal Amount of Senior Notes

DUBLIN – June 29, 2026 – AerCap Funding Designated Activity Company (the “Issuer”), a wholly-owned subsidiary of AerCap Holdings N.V. (“AerCap” or the “Company”), priced an offering of senior notes, consisting of $900 million aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2031 (the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain other subsidiaries of the Company.

The Issuer intends to use the net proceeds from the Notes for general corporate purposes, including to acquire, invest in, finance or refinance aircraft assets and to repay indebtedness.

Barclays, BofA Securities, HSBC, MUFG and TD Securities are serving as joint book-running managers for the underwritten public offering.

The Company has filed a registration statement (including a prospectus) on Form F-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the underwritten offering to which this communication relates. The registration statement automatically became effective upon filing on June 29, 2026. Investors should read the accompanying prospectus dated June 29, 2026, the preliminary prospectus supplement relating to the offering dated June 29, 2026, and other documents the Company has filed with the SEC for more complete information about the Company and this offering.

These documents may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. The prospectus supplement and accompanying prospectus relating to this offering may also be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; BofA Securities, Inc. at 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus Department, at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322; HSBC Securities (USA) Inc., 66 Hudson Boulevard, New York, New York 10001, by telephone at 1-866-811-8049; MUFG Securities Americas Inc., Attention: Capital Markets Group, 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, by telephone at 1-877-649-6848; or TD Securities (USA) LLC, 1 Vanderbilt Avenue, 11th Floor, New York, NY 10017, Attn: DCM-Transaction Advisory, by telephone at 1-855-495-9846.

This press release shall not constitute an offer to sell or purchase or the solicitation of an offer to sell or purchase the Notes or any other securities, nor shall there be any offer, solicitation, purchase or sale of these securities in any state or jurisdiction in which such offer, solicitation, purchase or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AerCap Holdings N.V.

65 St. Stephen’s Green, Dublin D02 YX20, Ireland

www.aercap.com

About AerCap

AerCap is the global leader in aviation leasing with one of the most attractive order books in the industry. AerCap serves approximately 300 customers around the world with comprehensive fleet solutions. AerCap is listed on the New York Stock Exchange (AER) and is headquartered in Dublin with offices in Shannon, Memphis, Miami, Singapore, London, Dubai, Shanghai, Amsterdam and other locations around the world.

Forward-Looking Statements

This press release contains certain statements, estimates and forecasts with respect to future performance and events. These statements, estimates and forecasts are “forward-looking statements”. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “should,” “expect,” “plan,” “intend,” “will,” “aim,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this press release are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied in the forward-looking statements, including but not limited to the availability of capital to us and to our customers and changes in interest rates; the ability of our lessees and potential lessees to make lease payments to us; our ability to successfully negotiate flight equipment (which includes aircraft, engines and helicopters) purchases, sales and leases, to collect outstanding amounts due and to repossess flight equipment under defaulted leases, and to control costs and expenses; changes in the overall demand for commercial aviation leasing and aviation asset management services; 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; the effects of terrorist attacks on the aviation industry and on our operations; the economic condition of the global airline and cargo industry and economic and political conditions; the impact of hostilities in the Middle East, including the Iran conflict, or any escalation thereof, on the aviation industry or our business; trade tensions, including actual or threatened U.S. tariffs and retaliatory measures by some countries, and the resulting geopolitical uncertainty; development of increased government regulation, including travel restrictions, sanctions, regulation of trade and the imposition of import and export controls, tariffs and other trade barriers; a downgrade in any of our credit ratings; competitive pressures within the industry; regulatory changes affecting commercial flight equipment operators, flight equipment maintenance, engine standards, accounting standards and taxes; and disruptions and security breaches affecting our information systems or the information systems of our third-party providers.

As a result, we cannot assure you that the forward-looking statements included in this press release will prove to be accurate or correct. These and other important factors and risks are discussed in AerCap’s annual report on Form 20-F and other filings with the SEC. In light of these risks, uncertainties and assumptions, the future performance or events described in the forward-looking statements in this press release might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.