[6-K] AerCap Holdings N.V. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

AerCap Holdings N.V. disclosed that two wholly owned subsidiaries, AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust, have issued a total of $1.75 billion in new senior notes. The issuance 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.

The notes are guaranteed by certain AerCap-related entities under a supplemental indenture, and the transaction is supported by an underwriting agreement with a syndicate of major investment banks. The documents related to this debt issuance, including the underwriting agreement, supplemental indenture, and multiple legal opinions and consents, are being incorporated into AerCap’s shelf Registration Statement on Form F-3.

Insights

Credit and Capital Structure Analyst

AerCap adds $1.75B of fixed-rate senior notes maturing in 2029 and 2033.

AerCap has issued $900 million of 4.125% Senior Notes due 2029 and $850 million of 4.750% Senior Notes due 2033 through two wholly owned financing subsidiaries. These instruments expand its fixed-rate, long-dated debt stack, with guarantees provided by various group entities under a supplemental indenture.

The transaction was underwritten by a syndicate including J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Crédit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC, indicating broad market distribution. The associated agreements, indenture and legal opinions are incorporated into an existing Form F-3 shelf, which provides a framework for accessing capital markets.

Actual impact on leverage, interest expense and refinancing profile depends on how these notes interact with AerCap’s broader debt portfolio and any maturing obligations, details that are not specified in this excerpt. Subsequent periodic reports may provide a clearer picture of how this issuance fits into AerCap’s long-term funding strategy.

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 15, 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. (“AerCap”), issued $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”). In connection with the issuance of the Notes, AerCap is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-282733).

Exhibits

1.1	Underwriting Agreement, dated January 6, 2026, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., AerCap Aviation Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC.
4.1	Thirteenth Supplemental Indenture relating to the 4.125% Senior Notes due 2029 and the 4.750% Senior Notes due 2033, dated as of January 15, 2026, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
5.1	Opinion of Cravath, Swaine & Moore LLP.
5.2	Opinion of NautaDutilh N.V.
5.3	Opinion of McCann FitzGerald Solicitors.
5.4	Opinion of Morris, Nichols, Arsht & Tunnell LLP.
5.5	Opinion of Smith, Gambrell & Russell, LLP.
23.1	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
23.2	Consent of NautaDutilh N.V. (included in Exhibit 5.2).
23.3	Consent of McCann FitzGerald Solicitors (included in Exhibit 5.3).
23.4	Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4).
23.5	Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.5).

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

        Date: January 15, 2026

EXHIBIT INDEX

1.1	Underwriting Agreement, dated January 6, 2026, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., AerCap Aviation Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC.
4.1	Thirteenth Supplemental Indenture relating to the 4.125% Senior Notes due 2029 and the 4.750% Senior Notes due 2033, dated as of January 15, 2026, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
5.1	Opinion of Cravath, Swaine & Moore LLP.
5.2	Opinion of NautaDutilh N.V.
5.3	Opinion of McCann FitzGerald Solicitors.
5.4	Opinion of Morris, Nichols, Arsht & Tunnell LLP.
5.5	Opinion of Smith, Gambrell & Russell, LLP.
23.1	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
23.2	Consent of NautaDutilh N.V. (included in Exhibit 5.2).
23.3	Consent of McCann FitzGerald Solicitors (included in Exhibit 5.3).
23.4	Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4).
23.5	Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.5).