AerSale Corp

Previous wording

Our Asset Management Solutions segment focuses on mid-life Flight Equipment. Asset Management Solutions’ activities include monetization of assets through the lease or sale of whole assets, or through disassembly activities in support of our USM-related activities. Our monetizing services have been developed to maximize returns on mid-life Flight Equipment throughout their operating life, in conjunction with realizing the highest residual value of Flight Equipment at its retirement. We accomplish this by utilizing deep market and technical knowledge related to the management of Flight Equipment sales, leasing and MRO services. To extract value from the remaining flight time on whole assets, we provide flexible short-term (generally less than five years) leasing solutions of Flight Equipment to passenger and cargo operators across the globe. Once the value from the Flight Equipment’s flight time has been extracted,

Current wording

Our Asset Management Solutions segment focuses on mid-life Flight Equipment. Asset Management Solutions’ activities include monetization of assets through the lease or sale of whole assets, or through disassembly activities in support of our USM-related activities. Our monetizing services have been developed to maximize returns on mid-life Flight Equipment throughout their operating life, in conjunction with realizing the highest residual value of Flight Equipment at its retirement. We accomplish this by utilizing deep market and technical knowledge related to the management of Flight Equipment sales, leasing and MRO services. To extract value from the remaining flight time on whole assets, we provide flexible short-term (generally less than five years) leasing solutions of Flight Equipment to passenger and cargo operators across the globe. Once the value from the Flight Equipment’s flight time has been extracted, Flight Equipment is considered to be at or near the end of its useful life and is analyzed for return maximization as either

Previous wording

Flight Equipment is considered to be at or near the end of its useful life and is analyzed for return maximization as either whole asset sales or disassembled for sale as USM parts. Revenue from this segment is segregated between Aircraft and Engine depending on the asset type that generated the revenue. Lease revenue and the related depreciation from aircraft and engines installed on those aircraft are recognized under the Aircraft category. Revenue from sales of whole aircraft and related cost of sales are allocated between the Aircraft and Engine categories based on the allocated cost basis of the asset sold.

Current wording

whole asset sales or disassembled for sale as USM parts. Revenue from this segment is segregated between Aircraft and Engine depending on the asset type that generated the revenue. Lease revenue and the related depreciation from aircraft and engines installed on those aircraft are recognized under the Aircraft category. Revenue from sales of whole aircraft and related cost of sales are allocated between the Aircraft and Engine categories based on the allocated cost basis of the asset sold.

Previous wording

In addition to our aircraft and USM parts offerings, we develop Engineered Solutions consisting of Supplemental Type Certificates (“STCs”) that can be installed on existing Flight Equipment to improve performance, comply with regulatory requirements, or improve safety. An example of these solutions is the AerSafe® product line, which we designed and for which we obtained Federal Aviation Administration (the “FAA”) approval to sell as a solution for compliance with the FAA’s fuel tank flammability regulations. Another example of these solutions is our AerAware™ product, an industry-leading, next generation Enhanced Flight Vision System that has recently received approval by the FAA for the Boeing B737NG product line. These products are proprietary in nature and function as non-OEM solutions to regulatory requirements and other technical challenges, often at reduced delivery time and cost for operators. In order to develop these products, we engage in research and development activities (“R&D”) that are expensed as incurred.

Current wording

In addition to our aircraft and USM parts offerings, we develop Engineered Solutions consisting of Supplemental Type Certificates (“STCs”) that can be installed on existing Flight Equipment to improve performance, comply with regulatory requirements, or improve safety. An example of these solutions is the AerSafe® product line, which we designed and for which we obtained Federal Aviation Administration (the “FAA”) approval to sell as a solution for compliance with the FAA’s fuel tank flammability regulations. Another example of these solutions is our AerAware™ product, an industry-leading, next generation Enhanced Flight Vision System that has recently received approval by the FAA for the Boeing B737NG product line. These products are proprietary in nature and function as non-OEM solutions to regulatory requirements and other technical challenges, often at reduced delivery time and cost for operators. In order to develop these products, we engage in research and development (“R&D”) activities that are expensed as incurred.

Previous wording

Although we are not aware of any specific event or circumstance that would require updates to our estimates or judgments, disruption in the global economy and financial markets, geopolitical instability, and government actions related to trade policies, tariffs and immigration continue to create uncertainty. We source parts and components for our business from various suppliers around the world. Current geopolitical conditions, including trade restrictive actions, strained intercountry relations, and the continued shutdown of the U.S. government, could cause significant materials and parts shortages, as well as delivery delays, labor shortages, disruptions to government contracts such as delayed payments or halted projects, effects on supply chains due to reduced staffing for customs, inspections and transportation oversight, or delays in regulatory approvals, distribution issues, energy cost increases and price increases. Furthermore, the U.S. government’s adoption of new approaches to trade policy and imposition of tariffs on certain foreign goods (as well as the possibility of imposing significant, additional tariffs in the future) may make it more difficult or costly for us to procure components and other material supplies and, in turn, may increase the cost to our customers, which may materially and adversely impact demand for our products and services, our results of operations or our financial condition. We continue to monitor the current economic environment and its potential impact on our business, results of operations or financial condition, as well as potential impact on our end customers whose demand for our products and services may be adversely impacted as a result of changes in policies by the U.S. or other governments, and closely manage our costs and capital resources so that we can respond appropriately as circumstances change. Our estimates may change as new events occur and additional information is obtained. Actual results could differ from these estimates under different assumptions or conditions.

Current wording

We source parts and components for our business from various suppliers around the world. Current geopolitical conditions, including trade restrictive actions and strained intercountry relations, and potential shutdowns of the U.S. government could cause significant materials and parts shortages, disruptions to government contracts such as delayed payments or halted projects, effects on supply chains due to reduced staffing for customers, inspections and transportations authorities, or delays in regulatory approvals, distribution issues, energy cost increases and price increases. Furthermore, the U.S. government’s adoption of new approaches to trade policy and imposition of tariffs on certain foreign goods (as well as the possibility of imposing significant, additional tariffs in the future) may make it more difficult or costly for us to procure components and other material supplies and, in turn, may increase the cost to our customers, which may materially and adversely impact demand for our products and services, our results of operations or our financial condition. In addition, these U.S. actions have, and could in the future, result in other countries imposing retaliatory tariffs on our goods and services provided to foreign customers, which similarly could materially and adversely impact demand for our products and services. We continue to monitor the current economic environment and its potential impact on our business, results of operations or financial condition, as well as potential impact on our end customers whose demand for our products and services may be adversely impacted as a result of increased geopolitical instability or changes in policies by the U.S. or other governments, and closely manage our costs and capital resources so that we can respond appropriately as circumstances change. Our estimates may change as new events occur and additional information is obtained. Actual results could differ from these estimates under different assumptions or conditions.

Previous wording

The most recently adopted and to be adopted accounting pronouncements are described in Note B of our condensed consolidated financial statements included in this Quarterly Report and in Note B within our consolidated annual financial statements in Part II, Item 8 of the 2024 Form 10-K.

Current wording

The most recently adopted and to be adopted accounting pronouncements are described in Note B of our condensed consolidated financial statements included in this Quarterly Report, as well as in Note B within our consolidated annual financial statements in Part II, Item 8 of the 2025 Form 10-K.

Previous wording

Revenue in the Asset Management Solutions segment increased $3.2 million or 2.1%, to $154.7 million for the nine months ended September 30, 2025, due to a $11.6 million, or 9.9%, increase in revenue from Engine; offset by an $8.4 million, or 24.3%, decrease in revenue from Aircraft. The increase in Engine revenue is primarily attributable to increased activity in the CF6-80 and PW4000 product lines as a result of higher USM sales in the amount of $35.2 million and higher leasing revenue in the amount of $7.4 million, partly offset by lower sales of Flight Equipment. The decrease in Aircraft revenue is primarily attributable todecreased activity in the B737 product line due to lower Flight Equipment sales in the amount of $12.6 million, partially offset by higher leasing revenue from the B757 product line.

Current wording

Sales in the Asset Management Solutions segment increased $3.9 million, or 10.0%, to $43.1 million for the three months ended March 31, 2026, due to a $2.6 million, or 8.1%, increase in revenue from Engine, and a $1.3 million, or 18.3%, increase in revenue from Aircraft. The increase in Engine revenue is due to higher Flight Equipment sales in the amount of $3.5 million and higher leasing revenue of $3.0 million primarily attributable tohigher activity in the RB211 and CF6-80 product lines, partly offset by lower USM sales in the amount of $3.9 million. The increase in Aircraft revenue is primarily attributable to higher activity in the B757 product line as a result of higher leasing revenue in the amount of $1.2 million.

Previous wording

Cost of sales in Asset Management Solutions increased $8.1 million, or 8.6%, to $102.3 million for the nine months ended September 30, 2025, compared to the prior year period. The increase in cost of sales was primarily driven by higher costs on USM sales driven by the sales increase noted above. Gross profit in the Asset Management Solutions segment decreased $4.9 million, or 8.6%, to $52.4 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The gross profit decrease is mainly attributable to changes in the revenue mix for the nine months ended September 30, 2025, mainly lower Flight Equipment sales which, historically, tend to generate higher margins.

Current wording

Cost of sales in Asset Management Solutions decreased $1.0 million, or 3.5%, to $26.2 million for the three months ended March 31, 2026, compared to the prior year period. The decrease in cost of sales was primarily driven by the decrease in USM sales discussed above. Gross profit in the Asset Management Solutions segment increased $4.9 million to $16.9 million, or 40.6%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The gross profit increase is mainly attributable to higher revenue generated on our Flight Equipment sales for the three months ended March 31, 2026, as noted above.

Previous wording

Aircraft gross profit margins increased to 40.3% for the three months ended September 30, 2025, from 33.7% for the three months ended September 30, 2024 due to higher margin contribution from leasing revenue. Engine gross profit margin was 32.5% for the three months ended September 30, 2025, a decrease from 39.3% for the three months ended September 30, 2024, which was primarily the result of changes in the revenue mix, mainly lower Flight Equipment sales which, historically, tend to generate higher margins.

Current wording

Aircraft gross profit margins increased to 30.9% for the three months ended March 31, 2026, from 21.4% for the three months ended March 31, 2025 due to higher margins generated on leased Flight Equipment as well as higher margins generated on USM sales. Engine gross profit margin was 41.4% for the three months ended March 31, 2026, an increase from 32.9% for the three months ended March 31, 2025, which was primarily the result of higher margins generated on Flight Equipment sales.

Previous wording

We account for our private warrants as a liability at their fair value, with changes in fair value recognized in our results from operations for the period. The fair value of our private warrants is determined using a Black Scholes option pricing model. For the three months ended September 30, 2025, the amount recorded for change in fair value of warrant liability loss was not significant, compared to a $0.2 million income in the prior year period.

Current wording

We accounted for private warrants as a liability at their fair value, with changes in fair value recognized in our results from operations for the period. The fair value of our private warrants was determined using the Black-Scholes option pricing model. For the three months ended March 31, 2025, we recorded a $0.1 million change in fair value of warrant liability expense. The Private Warrants expired unexercised during the year ended December 31, 2025.

Previous wording

Interest expense, net was $2.4 million for the three months ended September 30, 2025, compared to $1.8 million interest expense, net for the three months ended September 30, 2024. The increase in interest expense is primarily driven by higher borrowings under our debt facilities during the current year period driven by increased feedstock acquisitions to continue our growth and funding of a stock buyback executed in the first quarter of 2025.

Current wording

Interest expense, net was $2.1 million for the three months ended March 31, 2026, compared to $1.2 million interest expense, net for the three months ended March 31, 2025. The increase was primarily related to higher outstanding borrowings under our debt facilities.

Previous wording

The effective tax rate for the three months ending September 30, 2025 was 119.6% compared to 13.3% for the three months ended September 30, 2024. The difference between the effective tax rate and the statutory tax rate of 21.0% for the three months ended September 30, 2025, is primarily due to the impact of state income taxes and stock-based compensation. The difference between the effective tax rate and the statutory tax rate of 21.0% for the three months ended September 30, 2024, is primarily due to the impact of state income taxes and stock-based compensation.

Current wording

The effective tax rate for the three months ended March 31, 2026 was 22.6% compared to 12.0% for the three months ended March 31, 2025. The difference between the effective tax rate and the statutory tax rate of 21% for the three months ended March 31, 2026 is primarily due to the impact of state income taxes and stock-based compensation. The difference between the effective tax rate and the statutory tax rate of 21% for the three months ended March 31, 2025 is primarily due to the benefit of the foreign derived intangible income deduction and R&D credits.

Previous wording

As of September 30, 2025, we had $5.3 million of cash and cash equivalents. We finance our growth through cash flows generated from operations and borrowings secured by our assets. We had $123.8 million outstanding under the Revolving Credit Agreement (as defined below) as of September 30, 2025, and we had $53.6 million of availability

Current wording

As of March 31, 2026, we had $2.1 million of cash and cash equivalents. We finance our growth through cash flows generated from operations and borrowings secured by our assets. We had $137.8 million outstanding under the Revolving Credit Agreement (as defined below) as of March 31, 2026, and we had $39.7 million of availability thereunder. We used $26.7 million of cash for operating activities, primarily related to feedstock acquisition, and used cash in investing activities of $3.1 million for the three months ended March 31, 2026.

Previous wording

We believe our equity base, internally generated funds, and existing availability under our debt facilities are sufficient to maintain our level of operations through the next twelve months. Any projections of future cash needs and cash flows beyond the next twelve months are subject to substantial uncertainty, but we believe our sources of liquidity, as discussed above, will be sufficient to meet our long-term cash requirements. If an event occurs that would affect our ability to meet our capital requirements, including events beyond our control such as a potential tightening of debt capital markets, including in response to the implementation of new tariffs as part of the U.S. trade policy and any reciprocal or retaliatory tariffs thereto, our ability to continue to grow our asset base consistent with historical trends could be impaired and our future growth limited to that which can be funded from internally generated capital.

Current wording

We believe our equity base, internally generated funds, and existing availability under our debt facilities are sufficient to maintain our level of operations over the next twelve months. Any projections of future cash needs and cash flows beyond the next twelve months are subject to substantial uncertainty, but we believe our sources of liquidity, as discussed above, will be sufficient to meet our long-term cash requirements. The Company does not typically engage in long-term purchase commitments for the acquisition of feedstock; as a result, the Company has generally been able to manage its liquidity by managing the timing of its feedstock acquisitions so as to deploy funds when advantageous to the Company. However, if an event occurs that affects our ability to meet our capital requirements, our ability to continue to grow our asset base consistent with historical trends could be impaired and our future growth limited to that which can be funded from internally generated capital.

Previous wording

We may, from time to time, purchase our outstanding shares of common stock through cash purchases and/or exchanges for equity or debt, open-market purchases, privately negotiated transactions or otherwise. Such purchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, legal and regulatory considerations, contractual restrictions and other factors. Purchases, if any, will be funded through our available cash from operations. The amounts involved may be material.

Current wording

We may, from time to time, purchase our outstanding shares of common stock through cash purchases and/or exchanges for equity or debt, open-market purchases, privately negotiated transactions or otherwise, including, but not limited to, privately negotiated transactions with certain stockholders who have rights to require us to file a registration statement covering shares of our common stock. Such purchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, legal and regulatory considerations, contractual restrictions and other factors. Purchases, if any, will be funded through our available cash and cash equivalents. The amounts involved may be material.

Previous wording

Net cash used in operating activities was $34.3 million for the nine months ended September 30, 2025, compared to cash used of $26.4 million for the same period in 2024. The increase in cash deployed of $8.0 million was primarily due to the timing of vendor advances associated with feedstock and changes in working capital levels during the nine months ended September 30, 2025 compared to the prior year period.

Current wording

Net cash used in operating activities was $26.7 million for the three months ended March 31, 2026, compared to cash used of $45.2 million for the same period in 2025. The decrease in cash used in operating activities of $18.6 million was primarily due to lower feedstock acquisitions of $11.6 million.

Previous wording

Net cash used in investing activities was $5.4 million for the nine months ended September 30, 2025, compared to cash used of $11.5 million in the same period for 2024. The reduction in cash used in investing activities was driven by purchases of property and equipment during the nine months ended September 30, 2025 and September 30, 2024 due to the completion of the Company’s expansion projects.

Current wording

Net cash used in investing activities was $3.1 million for the three months ended March 31, 2026, compared to cash used of $3.5 million in the same period for 2025. Cash used in investing activities during the three months ended March 31, 2026 was driven by capitalized costs on Flight Equipment and purchases of property and equipment.

Previous wording

Net cash provided by financing activities was $40.3 million for the nine months ended September 30, 2025, compared to cash provided of $41.7 million in the same period for 2024. Cash provided by financing activities during the nine months ended September 30, 2025 resulted from net borrowings under our Revolving Credit Agreement and borrowings under the CIBC Equipment Loan (as defined below), offset by cash used in the repurchase of common stock in the first quarter of 2025. Cash provided by financing activities during the nine months ended September 30, 2024 is the result of proceeds from net borrowings under the Revolving Credit Agreement.

Current wording

Net cash provided by financing activities was $27.5 million for the three months ended March 31, 2026, compared to cash provided of $48.8 million for the three months ended March 31, 2025. Cash provided by financing activities during the three months ended March 31, 2026 resulted from borrowing under our Revolving Credit Agreement. Cash provided by financing activities during the three months ended March 31, 2025 resulted from borrowing under our Revolving Credit Agreement, offset by cash used in the repurchase of common stock.

Previous wording

amount, expandable to $200.0 million, subject to conditions and the availability of lender commitments and borrowing base limitations, and to extend the maturity date to July 24, 2028, subject to certain conditions.

Current wording

Effective July 25, 2023, we amended our revolving credit agreement (as amended, the “Revolving Credit Agreement”) to increase our maximum commitments under the Revolving Credit Agreement to $180.0 million in the aggregate, expandable to $200.0 million, subject to conditions and the availability of lender commitments and borrowing base limitations, and to extend the maturity date to July 24, 2028, subject to certain conditions.

Previous wording

As of September 30, 2025, there was $123.8 million outstanding under the Revolving Credit Agreement and we had $53.6 million of availability thereunder. We were in compliance with our debt covenants for the Revolving Credit Agreement as of September 30, 2025.

Current wording

As of March 31, 2026, there was $137.8 million outstanding under the Revolving Credit Agreement and we had $39.7 million of availability thereunder. We were in compliance with our debt covenants for the Revolving Credit Agreement as of March 31, 2026.

Previous wording

On November 22, 2024, the Company entered into a property and equipment revolving term loan (the “CIBC Equipment Loan”) with a total advance commitment of $10.0 million for the purpose of financing capital expenditures on property and equipment. Advances made by the lender are convertible into term loans at the option of the lender at a rate of SOFR plus 3.0% and have a maturity date of thirty-six (36) months from the term loan conversion date. Advances under this loan are collateralized by the property and equipment it finances and require interest only payments until converted to a term loan, at which point, principal and interest payments are required.

Current wording

On November 22, 2024, the Company entered into a property and equipment term loan (the “CIBC Equipment Loan”) with a total advance commitment of $10.0 million for the purpose of financing capital expenditures on property and equipment. Advances made by the lender are convertible into term loans at the option of the lender at a rate of SOFR plus 3.0% and have a maturity date of thirty-six (36) months from the term loan conversion date. Advances under this loan are collateralized by the property and equipment it finances and require interest only payment until converted to a term loan, at which point, principal and interest payments are required.

Previous wording

During the nine months ended September 30, 2025, the Company borrowed an additional $1.2 million under this facility, converted to a term loan maturing on September 30, 2028. As of September 30, 2025, $2.5 million remained outstanding under this facility.

Current wording

During the three months ended March 31, 2026, the Company repaid $0.2 million under this facility, and $2.0 million remained outstanding as of March 31, 2026.

Previous wording

We did not have any off-balance sheet arrangements as of September 30, 2025. Refer to Note Q – Leases, within our consolidated annual financial statements in our 2024 Form 10-K for a listing of our non-cancelable contractual obligations under operating leases.

Current wording

We did not have any off-balance sheet arrangements as of March 31, 2026. Refer to Note Q – Leases, within our consolidated annual financial statements in our 2025 Form 10-K for a summary of our non-cancelable contractual obligations under operating leases.

Previous wording

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. A summary of our critical accounting estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the 2024 Form 10-K. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results. During the nine months ended September 30, 2025, there were no material changes in our critical accounting estimates and policies.

Current wording

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. A summary of our critical accounting estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the 2025 Form 10-K. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results.