AerCap (AER) prices $1.75B in new senior notes for aircraft and debt

Rhea-AI Filing Summary

AerCap Holdings N.V. reports that its subsidiaries AerCap Ireland Capital DAC and AerCap Global Aviation Trust have priced a new senior notes offering. The deal includes $900 million aggregate principal amount of 4.125% Senior Notes due 2029 and $850 million aggregate principal amount of 4.750% Senior Notes due 2033. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by AerCap Holdings N.V. and certain of its subsidiaries.

The issuers plan to use the net proceeds for general corporate purposes, including acquiring, investing in, financing or refinancing aircraft assets and repaying indebtedness. The transaction is being conducted as an underwritten public offering under an effective Form F-3 shelf registration, with several major banks acting as joint book-running managers.

Insights

Credit and capital-structure analyst

AerCap prices $1.75B in new senior notes to fund assets and debt.

AerCap is adding long-term funding through two tranches of senior unsecured notes: $900 million at 4.125% due 2029 and $850 million at 4.750% due 2033. Both are guaranteed by the parent and certain subsidiaries, which supports creditor ranking within the group’s structure.

The stated use of proceeds is broad: general corporate purposes, including acquiring, investing in, financing or refinancing aircraft assets and repaying indebtedness. That mix suggests a combination of fleet-related investment and balance sheet management, but without specific allocations or refinancing targets in the excerpt.

The notes are issued under an already effective Form F-3 shelf, using an underwritten public offering led by large global banks. This indicates ongoing access to U.S. capital markets, while the ultimate impact on leverage, interest expense and fleet growth will depend on how much is directed to new assets versus replacing existing debt.

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 January 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 January 6, 2026, AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust (together, the “Issuers”), each 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 Issuers’ 4.125% Senior Notes due 2029 (the “2029 Notes”) and $850 million aggregate principal amount of the Issuers’ 4.750% Senior Notes due 2033 (the “2033 Notes” and, together with the 2029 Notes, 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 Issuers intend 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.

J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, 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 October 18, 2024. Investors should read the accompanying prospectus dated October 18, 2024, the preliminary prospectus supplement relating to the Offering dated January 6, 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. 333-282733, 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: January 6, 2026

EXHIBIT INDEX

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

FAQ

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

AerCap reported that its subsidiaries priced an offering of senior notes totaling $1.75 billion, split between 4.125% Senior Notes due 2029 and 4.750% Senior Notes due 2033.

How much is AerCap (AER) raising in each tranche of the new notes?

The offering consists of $900 million aggregate principal amount of 4.125% Senior Notes due 2029 and $850 million aggregate principal amount of 4.750% Senior Notes due 2033.

Who guarantees the new AerCap (AER) senior notes?

The notes will be fully and unconditionally guaranteed on a senior unsecured basis by AerCap Holdings N.V. and certain other subsidiaries of the company.

What will AerCap (AER) use the net proceeds of the senior notes for?

AerCap intends to use the net proceeds for general corporate purposes, including acquiring, investing in, financing or refinancing aircraft assets and repaying indebtedness.

Under which registration statement is the AerCap (AER) notes offering being made?

The offering is being made under an automatically effective Form F-3 shelf registration statement filed with the SEC, which became effective on October 18, 2024.

Which banks are managing AerCap’s new senior notes offering?

J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are serving as joint book-running managers.