AerSale Corp

Previous wording

Total revenue for the three months ended June 30, 2026 decreased $36.5 million, or 33.9%, compared to the three months ended June 30, 2025, driven by a decrease of $39.1 million, or 51.3%, in revenue within Asset Management Solutions, and an increase of $2.7 million, or 8.7%, in revenue within TechOps.

Current wording

Total revenue for the three months ended September 30, 2026 increased $20.4 million, or 28.6%, compared to the three months ended September 30, 2025, driven by an increase of $11.3 million, or 28.9%, in revenue within Asset Management Solutions, and an increase of $9.0 million, or 28.2%, in revenue within TechOps.

Previous wording

Revenue in the Asset Management Solutions segment decreased $39.1 million or 51.3%, to $37.1 million for the three months ended June 30, 2026, due to a $39.8 million, or 60.4%, decrease in revenue from Engine, partially offset by $0.6 million, or 6.0%, increase in revenue from Aircraft. The decrease in Engine revenue is primarily attributable tolower activity in the PW4000 and CF6-80 product lines due to lower Flight Equipment sales in the amount of $33.0 million, and lower USM sales of $9.6 million, partly offset by higher leasing activity driven by growth in the engine leasing portfolio. The increase in Aircraft revenue is due to higher leasing revenue from B757 freighters in the amount of $1.0 million driven by additional assets deployed.

Current wording

Revenue in the Asset Management Solutions segment increased $11.3 million, or 28.9%, to $50.5 million for the three months ended September 30, 2026, due to a $9.2 million, or 29.8%, increase in revenue from Engine, and a $2.1 million, or 25.6%, increase in revenue from Aircraft. The increase in Engine revenue is primarily attributable tohigher activity in the PW4000 product line due to higher Flight Equipment sales in the amount of $8.9 million, and higher USM sales of $0.3 million. The increase in Aircraft revenue is due to higher USM sales in the amount of $1.2 million, mostly from the B737 product line, as well as higher leasing revenue.

Previous wording

Cost of sales in Asset Management Solutions decreased $24.8 million or 50.3%, to $24.5 million for the three months ended June 30, 2026, compared to the prior year period. The decrease in cost of sales was primarily due to the sales decrease discussed above. Gross profit in the Asset Management Solutions segment decreased $14.4 million, or 53.3%, to $12.6 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Current wording

Cost of sales in Asset Management Solutions increased $9.3 million, or 36.0%, to $35.1 million for the three months ended September 30, 2026, compared to the prior year period. The increase in cost of sales was primarily due to the revenue increase discussed above. Gross profit in the Asset Management Solutions segment increased $2.0 million, or 15.3%, to $15.4 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The gross profit increase is mainly attributable to higher revenue generated for the three months ended September 30, 2026, as noted above.

Previous wording

Aircraft gross profit margins decreased to 26.0% for the three months ended June 30, 2026, from 42.0% for the three months ended June 30, 2025 due to lower margin contribution from leasing revenue and USM sales. Engine gross profit margin was 37.3% for the three months ended June 30, 2026, an increase from 34.3% for the three months ended June 30, 2025, which was primarily the result of changes in the revenue mix, mainly higher leasing revenue which, historically, tend to generate higher margins.

Current wording

Aircraft gross profit margins decreased to 26.1% for the three months ended September 30, 2026, from 40.3% for the three months ended September 30, 2025 due to lower margin contribution from leasing revenue and USM sales. Engine gross profit margin was 31.7% for the three months ended September 30, 2026, a decrease from 32.5% for the three months ended September 30, 2025, which was primarily the result of changes in the revenue mix.

Previous wording

Our revenue from TechOps increased by $2.7 million or 8.7%, to $33.8 million for the three months ended June 30, 2026, compared to the prior year period. The increase was driven by higher volume in our heavy MROs as our facility in Millington, Tennessee expands operations. Additional revenue growth also came from our component MROs as a result of higher volume at both our AeroStructure facility in Hialeah Gardens, Florida and our Landing Gear shop in Rio Rancho, New Mexico.

Current wording

Our revenue from TechOps increased by $9.0 million, or 28.2%, to $41.0 million for the three months ended September 30, 2026, compared to the prior year period. The increase was driven by higher volume in our heavy MROs as our facility in Millington, Tennessee is fully operational. Additional revenue growth came from our Engineered Solutions product sales, driven by AerSafe.

Previous wording

Cost of sales in TechOps increased $7.4 million or 32.5%, to $30.1 million for the three months ended June 30, 2026 compared to the prior year period, driven by the sales increase discussed above. Gross profit in TechOps decreased $4.7 million, or 56.1% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by lower margin generated from our heavy MROs, as a result of higher labor costs, which includes non-recurring hiring and training expenses associated to the return to service of Millington, Tennessee. Gross profit margin decreased to 10.9% for the three months ended June 30, 2026 compared to 26.9% for the prior year period, which was largely attributable to lower margin on service revenue of 2.0% for the three months ended June 30, 2026 compared to 23.6% for the prior year period, driven by the gross profit reduction from our heavy MROs noted above.

Current wording

Cost of sales in TechOps increased $12.0 million, or 50.2%, to $35.9 million for the three months ended September 30, 2026 compared to the prior year period, driven by the sales increase discussed above. Gross profit in TechOps decreased $3.0 million, or 36.7%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, driven by lower margin generated from our heavy MROs, as a result of higher labor costs and unused capacity in Millington, Tennessee, as well as higher overhead and unused capacity at our facility in Hialeah Gardens, Florida. Gross profit margin decreased to 12.5% for the three months ended September 30, 2026 compared to 25.3% for the prior year period, which was largely attributable to lower margin on service revenue of negative 3.1% for the three months ended September 30, 2026 compared to 21.2% for the prior year period, driven by the gross profit reduction from our heavy MROs noted above, partly offset by higher margin generated by our Engineered Solutions product sales.

Previous 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 six months ended June 30, 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.

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 September 30, 2025, the amount recorded for change in fair value of warrant liability loss was not significant. The Private Warrants expired unexercised during the year ended December 31, 2025.

Previous wording

Interest expense, net was $2.5 million for the three months ended June 30, 2026 and 2025. The interest expense is primarily driven by borrowings under our debt facilities.

Current wording

Interest expense, net was $2.8 million and $2.4 million for the three months ended September 30, 2026 and 2025, respectively. The interest expense is primarily driven by borrowings under our debt facilities.

Previous wording

The effective tax rate for the three months ended June 30, 2026 was 22.6% compared to 17.0% for the three months ended June 30, 2025. The difference between the effective tax rate and the statutory tax rate of 21.0% for the three months ended June 30, 2026 is primarily due to the impact of state income taxes, offset by the foreign derived intangible income deduction and foreign tax credits. The difference between the effective tax rate and the statutory tax rate of 21.0% for the three months ended June 30, 2025 is primarily due to the impact of state income taxes, offset by the foreign derived intangible income deduction and R&D tax credits.

Current wording

The effective tax rate for the three months ended September 30, 2026 was negative 4.8% compared to 119.6% for the three months ended September 30, 2025. The difference between the effective tax rate and the statutory tax rate of 21.0% for the three months ended September 30, 2026, is primarily attributable to goodwill impairment, research and development credits (R&D), and foreign tax credits, offset by state and foreign income taxes. 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.

Previous wording

Revenue and gross profit for AerSale’s two business segments for the six months ended June 30, 2026 and 2025 were as follows:

Current wording

Revenue and gross profit for AerSale’s two business segments for the nine months ended September 30, 2026 and 2025 were as follows:

Previous wording

Total revenue for the six months ended June 30, 2026 decreased $31.6 million, or 18.3%, compared to the six months ended June 30, 2025, driven by a decrease of $35.2 million, or 30.5%, in revenue within Asset Management Solutions, partially offset by an increase of $3.6 million, or 6.2%, in revenue within TechOps.

Current wording

Total revenue for the nine months ended September 30, 2026 decreased $11.2 million, or 4.6%, compared to the nine months ended September 30, 2025, driven by a decrease of $23.9 million, or 15.4%, in revenue within Asset Management Solutions, partially offset by an increase of $12.6 million, or 14.1%, in revenue within TechOps.

Previous wording

Revenue in the Asset Management Solutions segment decreased $35.2 million or 30.5%, to $80.3 million for the six months ended June 30, 2026, due to a $37.2 million, or 38.1%, decrease in revenue from Engine; offset by a $2.0 million, or 11.1%, increase in revenue from Aircraft. The decrease in Engine revenue is primarily attributable to lower activity in the PW4000 and CF6-80 product lines due to lower Flight Equipment sales of $29.5 million and lower USM sales of $13.7 million, partly offset by higher leasing revenue in the amount of $6.0 million. The increase in Aircraft revenue is primarily attributable toincreased leasing activity of our B757 freighters in the amount of $2.0 million, partially offset by lower USM sales.

Current wording

Revenue in the Asset Management Solutions segment decreased $23.9 million or 15.4%, to $130.8 million for the nine months ended September 30, 2026, due to a $28.0 million, or 21.7%, decrease in revenue from Engine; offset by a $4.1 million, or 15.7%, increase in revenue from Aircraft. The decrease in Engine revenue is primarily attributable to lower activity in the PW4000 and CF6-80 product lines due to lower Flight Equipment sales of $20.7 million and lower USM sales of $13.4 million, partly offset by higher leasing revenue in the amount of $6.1 million. The increase in Aircraft revenue is primarily attributable toincreased leasing activity of our B757 freighters in the amount of $3.3 million and higher USM sales of $1.1 million, partially offset by lower unserviceable Flight Equipment sales.

Previous wording

Cost of sales in Asset Management Solutions decreased $25.7 million, or 33.7%, to $50.7 million for the six months ended June 30, 2026, compared to the prior year period. The decrease in cost of sales was primarily driven by the sales decrease noted above. Gross profit in the Asset Management Solutions segment decreased $9.5 million, or 24.3%, to $29.5 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The gross profit decrease is mainly attributable to lower Flight Equipment sales, as well as lower USM for the six months ended June 30, 2026.

Current wording

Cost of sales in Asset Management Solutions decreased $16.4 million, or 16.1%, to $85.9 million for the nine months ended September 30, 2026, compared to the prior year period. The decrease in cost of sales was primarily driven by the revenue decrease noted above. Gross profit in the Asset Management Solutions segment decreased $7.4 million, or 14.2%, to $45.0 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The gross profit decrease is mainly attributable to lower Flight Equipment sales, as well as lower USM sales for the nine months ended September 30, 2026.

Previous wording

Aircraft gross profit margin decreased to 28.1% for the six months ended June 30, 2026, from 33.5% for the six months ended June 30, 2025, due to lower USM margins as a result of fluctuations in product mix. Engine gross profit margin was 39.6% for the six months ended June 30, 2026, an increase from 33.8% for the six months ended June 30, 2025, which was primarily due to changes in our revenue mix, mainly from higher leasing revenue which, historically, tends to generate higher margins.

Current wording

Aircraft gross profit margin decreased to 27.4% for the nine months ended September 30, 2026, from 35.7% for the nine months ended September 30, 2025, due to lower USM margins as a result of fluctuations in product mix. Engine gross profit margin was 36.4% for the nine months ended September 30, 2026, an increase from 33.5% for the nine months ended September 30, 2025, which was primarily due to changes in our revenue mix, mainly from higher leasing revenue which, historically, tends to generate higher margins.

Previous wording

Our revenue from TechOps increased by $3.6 million, or 6.2%, to $61.3 million for the six months ended June 30, 2026, compared to the prior year period. The increase was primarily driven by higher volume in our heavy MROs, as our Millington, Tennessee facility continues to expand its services.

Current wording

Our revenue from TechOps increased by $12.6 million, or 14.1%, to $102.3 million for the nine months ended September 30, 2026, compared to the prior year period. The increase was primarily driven by higher volume in our heavy MROs, as our Millington, Tennessee facility became fully operational during the current year period, as well as higher Engineered Solutions product sales.

Previous wording

Cost of sales in TechOps increased $12.3 million, or 28.3%, to $55.7 million for the six months ended June 30, 2026, compared to the prior year period, driven by the higher revenue discussed above. Gross profit in TechOps decreased $8.7 million, or 60.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, driven by lower margin generated from our heavy MROs, as a result of higher labor costs, which include non-recurring hiring and training expenses associated with the return to service of Millington, Tennessee. Gross profit margin decreased to 9.2% for the six months ended June 30, 2026 compared to 24.8% for the six months ended June 30, 2025, and was largely attributable to lower margins on service revenue of 1.5% for the six months ended June 30, 2026 compared to 21.4% for the prior year period, driven by gross profit reduction from our heavy MROs noted above.

Current wording

Cost of sales in TechOps increased $24.3 million, or 36.1%, to $91.5 million for the nine months ended September 30, 2026, compared to the prior year period, driven by the higher revenue discussed above. Gross profit in TechOps decreased $11.6 million, or 52.0%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, driven by lower margin generated from our heavy MROs, as a result of higher labor costs, which include non-recurring hiring and training expenses associated with the return to service of Millington, Tennessee, as well as higher overhead and unused capacity at our facility in Hialeah Gardens, Florida. Gross profit margin decreased to 10.5% for the nine months ended September 30, 2026 compared to 25.0% for the nine months ended September 30, 2025, and was largely attributable to lower margins on service revenue of negative 0.1% for the nine months ended September 30, 2026 compared to 21.3% for the prior year period, driven by gross profit reduction from our heavy MROs noted above.

Previous wording

Selling, general and administrative expenses decreased $4.2 million, or 8.9%, to $43.2 million for the six months ended June 30, 2026, compared to the prior year period. The decrease was mainly related to lower sales commissions, lower legal fees, and lower rent expense in our AeroStructures business unit, which incurred rent expense for two locations in the 2025 period until the completion of its expanded Hialeah Gardens, Florida facility.

Current wording

Selling, general and administrative expenses decreased $4.0 million, or 6.1%, to $62.0 million for the nine months ended September 30, 2026, compared to the prior year period. The decrease was mainly related to lower sales commissions, lower legal fees, and lower rent expense in our AeroStructures business unit, which incurred rent expense for two locations in the 2025 period until the completion of its expanded Hialeah Gardens, Florida facility.

Previous 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 June 30, 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.

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 nine months ended September 30, 2025, we recorded a $0.1 million favorable change in fair value of warrant liability income. The Private Warrants expired unexercised during the year ended December 31, 2025.

Previous wording

Interest expense, net was $4.6 million for the six months ended June 30, 2026, compared to $3.6 million for the six months ended June 30, 2025. The increase was primarily related to higher outstanding borrowings under our debt facilities during the current year period compared to the prior period related to the timing of changes in working capital and feedstock acquisitions.

Current wording

Interest expense, net was $7.3 million for the nine months ended September 30, 2026 compared to $6.0 million for the nine months ended September 30, 2025. The increase was primarily related to higher outstanding borrowings under our debt facilities during the current year period compared to the prior period related to the timing of changes in working capital and feedstock acquisitions.

Previous wording

The effective tax rate for the six months ended June 30, 2026 was 22.6% compared to 23.8% for the six months ended June 30, 2025. The difference between the effective tax rate and the statutory tax rate of 21.0% for the six months ended June 30, 2026 is primarily due to the impact of state income taxes, offset by the foreign derived intangible income deduction and foreign tax credits. The difference between the effective tax rate and the statutory tax rate of 21.0% for the six months ended June 30, 2025 is primarily due to the impact of state income taxes, offset by the foreign derived intangible income deduction and R&D tax credits.

Current wording

The effective tax rate for the nine months ended September 30, 2026 was 7.5% compared to 35.7% for the nine months ended September 30, 2025. The difference between the effective tax rate and the statutory tax rate of 21.0% for the nine months ended September 30, 2026, is primarily attributable to goodwill impairment, research and development credits, the foreign derived deduction-eligible income (FDDEI) deduction, offset by state income taxes. The difference between the effective tax rate and the statutory tax rate of 21.0% for the nine months ended September 30, 2025, is primarily due to the impact of state income taxes and stock-based compensation.

Previous wording

As of June 30, 2026, we had $2.2 million in cash and cash equivalents. We finance our growth through cash flows generated from operations and borrowings secured by our assets. We had $146.2 million outstanding under the Revolving Credit Agreement (as defined below) as of June 30, 2026, with $31.8 million of availability thereunder. We used cash in operations of $33.5 million for the six months ended June 30, 2026, primarily for feedstock acquisition and improvements to flight equipment, and used cash in investing activities of $4.4 million for the six months ended June 30, 2026.

Current wording

As of September 30, 2026, we had $3.9 million in cash and cash equivalents. We finance our growth through cash flows generated from operations and borrowings secured by our assets. We had $158.7 million outstanding under the Revolving Credit Agreement (as defined below) as of September 30, 2026, with $19.2 million of availability thereunder, subject to borrowing base limitations. We used cash in operations of $42.7 million for the nine months ended September 30, 2026, primarily for feedstock acquisition and improvements to flight equipment in preparation for sale or lease, and used cash in investing activities of $7.1 million for the nine months ended September 30, 2026.

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, 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.

Current wording

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 $33.5 million for the six months ended June 30, 2026, compared to cash used of $25.4 million for the same period in 2025. The increase in cash deployed of $8.0 million was primarily due to lower results from operations and the timing of changes in working capital levels during the six months ended June 30, 2026 compared to the prior year period.

Current wording

Net cash used in operating activities was $42.7 million for the nine months ended September 30, 2026, compared to cash used of $34.3 million for the same period in 2025. The increase in cash deployed of $8.4 million was primarily due to lower results from operations and the timing of changes in working capital levels during the nine months ended September 30, 2026 compared to the prior year period.

Previous wording

Net cash used in investing activities was $4.4 million for the six months ended June 30, 2026, compared to cash used of $3.8 million in the same period for 2025. The increase in cash used in investing activities was driven by cash generated from the sale of assets during the six months ended June 30, 2025.

Current wording

Net cash used in investing activities was $7.1 million for the nine months ended September 30, 2026, compared to cash used of $5.4 million in the same period for 2025. The increase in cash used in investing activities for the nine months ended September 30, 2026 reflects that during the nine months ended September 30, 2025, we generated cash from the sale of assets versus none during the current year period.

Previous wording

Net cash provided by financing activities was $35.7 million for the six months ended June 30, 2026, compared to cash provided of $30.2 million in the same period for 2025. Cash provided by financing activities during the six months ended June 30, 2026 resulted from net borrowing under our Revolving Credit Agreement. Cash provided by financing activities during the six months ended June 30, 2025 resulted from net borrowing under the Revolving Credit Agreement, offset by cash used in the repurchase of common stock.

Current wording

Net cash provided by financing activities was $49.3 million for the nine months ended September 30, 2026, compared to cash provided of $40.3 million in the same period for 2025. Cash provided by financing activities during the nine months ended September 30, 2026 resulted from net borrowings under our Revolving Credit Agreement and CIBC Equipment Loan. Cash provided by financing activities during the nine months ended September 30, 2025 resulted from net borrowings under the Revolving Credit Agreement and CIBC Equipment Loan, offset by cash used in the repurchase of common stock.

Previous wording

As of June 30, 2026, there was $146.2 million outstanding under the Revolving Credit Agreement and we had $31.8 million of availability thereunder. We were in compliance with our debt covenants for the Revolving Credit Agreement as of June 30, 2026.

Current wording

As of September 30, 2026, there was $158.7 million outstanding under the Revolving Credit Agreement and we had $19.2 million of availability thereunder, subject to borrowing base limitations. We were in compliance with our debt covenants for the Revolving Credit Agreement as of September 30, 2026.

Previous wording

During the six months ended June 30, 2026, the Company repaid $0.5 million under this facility, and $1.8 million remained outstanding as of June 30, 2026.

Current wording

During the nine months ended September 30, 2026, the Company borrowed an additional $1.3 million and repaid $0.7 million under this facility. The balance outstanding under this facility is $2.9 million as of September 30, 2026.

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 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. During the six months ended June 30, 2026, 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. During the nine months ended September 30, 2026, there were no material changes in our critical accounting estimates and policies.